Exhibit 10.1


 


AMENDMENT NO. 3 TO VENDOR
AGREEMENT


 


This Amendment No. 3 (“Amendment No. 3”) to the
Vendor Agreement dated October 14, 2009, by and among GE Commercial
Distribution Finance Corporation, Arctic Cat Sales Inc. and Arctic Cat Inc.
(the “Vendor Agreement”), is entered into as of this 30th day of September,
2010. Capitalized terms used and not otherwise defined in this Amendment
No. 3 shall have the same meaning as in the Vendor Agreement.


 


1.     Section 5.1 of the
Vendor Agreement is hereby deleted in its entirety and replaced with the
following:


 


“5.          Loss
Sharing and Recourse.


 


5.1          ACSI unconditionally and
absolutely guaranties repayment to CDF of (i) fifty percent (50%) of all losses
incurred by CDF (disregarding securitization) with respect to all current and
future Dealer Liabilities (as defined below) which do not exceed one percent (1%) of Dealers’
combined average outstandings with CDF for
each twelve (12) month period with the first twelve month period beginning on
the Effective Date, and (ii) one hundred percent (100%) of all losses
incurred by CDF (disregarding securitization) with respect to all current and
future Dealer Liabilities which do exceed one percent (1%) of Dealers’ combined
average outstandings with CDF for such twelve (12) month period; provided that
ACSI’s liability for any such losses pursuant to this Section 5.1
(ii) exceeding such one percent (1%) shall not be greater than Five
Million Dollars ($5,000,000.00) during any such twelve (12) month period. For
purposes of clarity, ACSI’s liability pursuant to this Section 5.1 (i) shall
not be counted towards the cap described in this Section 5.1
(ii). “Dealer Liabilities” as used in this Section 5
shall mean (a) all indebtedness of any nature of any Dealer (excluding
Tracker Marine Retail, LLC) owed to CDF (as determined on a managed basis
without regard for securitization) whether existing or arising hereafter with
respect to Inventory, whether for principal, interest, fees, expenses,
reimbursement obligations or otherwise (as determined on a managed basis
without regard for securitization) and (b) all costs and expenses
(including, without limitation, reasonable attorneys’ fees) incurred by CDF in
attempting to collect such indebtedness from any Dealer. ACSI will immediately
pay to CDF the amount of the guarantied Dealer Liabilities upon receipt of
notice from CDF that such Dealer Liabilities exist with respect to any Dealer.
ACSI’s guaranty under this Section 5 is a guaranty of payment and
not of collection. If for any calendar year (beginning with calendar year
2010), CDF’s respective share of the aggregate annual loss with respect to the
financing program for ACSI’s Dealers (excluding Tracker Marine Retail, LLC) as
described herein (as determined on a managed basis without regard for
securitization) is less than 0.50% of ANR (as defined above), after giving effect to the loss sharing to be
contributed by ACSI for such calendar year, then the difference between CDF’s
respective share of such annual loss amount and 0.50% of ANR for such calendar
year will be shared evenly with the ACSI within 60 days of such calendar year’s
year-end. The loss and the ANR for any year during which this Vendor Agreement
shall be in effect for only a part of
such calendar year shall be prorated. All determinations of applicable losses
shall be based upon CDF’s internally calculated profit and loss report, with
respect to the financing program for ACSI’s Dealers as described herein, as
determined by CDF in its sole discretion in accordance with its then current
internal cost allocation and accounting policies and procedures, which policies
and procedures may change from time to time. Notwithstanding anything contained
herein to the contrary. Tracker
Marine Retail, LLC shall not be included in any of the calculations set forth
in this Section 5.1.”


 


2.     Subsections 9(d),
(e) and (f) of the Vendor Agreement are hereby deleted in their
entirety, and references to such subsections in Section 13 of the Vendor
Agreement shall also be deleted.


 


3.     Subsection 13 (k) of
the Vendor Agreement is hereby deleted.


 


4.     Section 15 of the
Vendor Agreement is hereby deleted in its entirety and replaced with the
following:


 


“Term and Termination.  The term of
this Agreement shall begin on the Effective Date set forth above and shall
continue, unless earlier terminated pursuant to Section 14 or by mutual agreement of the
parties, until May 1, 2014 and thereafter, unless earlier terminated
pursuant to Section 14 or by mutual


 

















 


agreement of the parties, shall be extended automatically for
additional one-year terms unless at least twelve (12) months prior to the
expiration of the initial or any additional term thereof (as applicable) either
party gives written notice to the other party of its intention not to extend
the term of this Agreement. Notwithstanding anything contained herein to the
contrary, CDF may terminate this Agreement immediately if an Event of Default
has occurred. In any event, no termination of this Agreement will affect
(a) any of Vendor’s (or its assignee’s, whether permitted or unpermitted)
liability with respect to any financial transactions entered into by CDF with
any Dealer prior to the effective date of the termination, including, without
limitation, transactions that will not be completed until after the effective
date of termination, or (b) any other obligations of Vendor outstanding on
the effective date of such termination.”


 


5.             Except as set
forth in this Amendment No. 3. the Vendor Agreement remains in full force
and effect, without change or modification.


 


IN WITNESS WHEREOF, the parties have entered
into this Amendment No. 3 as of the date first written above.


 


 


	
  ARCTIC CAT INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Timothy C. Delmore

  	
   

  
	
  Print Name:

  	
  Timothy C. Delmore

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  ARCTIC
  CAT SALES INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Timothy C. Delmore

  	
   

  
	
  Print Name:

  	
  Timothy C. Delmore

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GE COMMERCIAL
  DISTRIBUTION FINANCE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Peter K. Lannon

  	
   

  
	
  Print Name

  	
  Peter K. Lannon

  	
   

  
	
  Title:

  	
  Managing Director