Exhibit
10.a




	
   

  
	
  

  
	
   

  






 




	
  Textron Financial Corporation

  	
   

  	
  11575 Great Oaks Way

  
	
  Subsidiary of Textron Inc.

  	
   

  	
  Suite 210

  
	
   

  	
   

  	
  Alpharetta, Georgia  30022

  
	
   

  	
   

  	
  (770) 360-9600

  






 


[*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]


 


PROGRAM AGREEMENT


 


dated as of January 20, 2003


 


Arctic Cat Sales Inc.


601 Brooks Avenue South


Thief River Falls, MN
56701


 


Attention:  Mr. Tim Delmore


 


Gentlemen:


 


Textron Financial
Corporation (“Textron Financial”)
is pleased to propose the following Dealer Network Financing Facility Program (“Program”) to Arctic Cat Sales Inc. (“Company”) for its U.S. dealers (“Dealers”). The following Program provides
the terms and conditions under which Textron Financial may be the exclusive
provider of financing to the Dealers of the Company during the term of this
Program Agreement.  The programs are not
committed lines of credit, and all financing shall be subject to Textron
Financial credit and documentation requirements.  Nothing contained herein shall limit Textron Financial’s right to
provide or decline to provide financing to Dealers, in amounts and upon terms
which shall be determined by Textron Financial, in its sole and absolute
discretion, and without notice to the Company. 
All of the Company’s obligations hereunder and under the various
agreement of the Company in connection herewith will be guaranteed by Arctic
Cat Inc. (the “Guarantor”), the
owner of all of the capital stock of the Company, as provided for in the
Guaranty Agreement of even date herewith (the “Guaranty”).  With respect to each calendar year
(commencing with calendar year 2004), the Company will provide Textron
Financial with copies of the Dealer program materials it intends to use in such
calendar year (including, without limitation, all interest rate subvention
programs) reasonably in advance of its actual use of such materials. Textron
Financial will have the opportunity to approve or object to such Dealer program
materials within five (5) business days after its receipt thereof; if Textron
Financial does not send to the Company any objection within said time period,
Textron Financial will be deemed to have approved such materials.  If Textron Financial does timely object to
such materials, the Company and Textron Financial will cooperate with each
other to reach a mutual agreement as to the final terms of such Dealer program
materials.  The Company has delivered to
Textron Financial copies of its Dealer program materials for calendar year 2003
and Textron Financial has approved the same. 
Approvals by Textron Financial of Dealer program materials shall be
solely for the express purposes referred to in this Program Agreement for which
such materials are to be used and, any such approval notwithstanding, if any
inconsistency shall exist between a term in such Dealer program materials and a
term provided for in the Program, then the term provided for in the Program
shall prevail.


 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


Program Terms


 


	
  Payment to Company:

  	
   

  	
  * of net invoice cost

  
	
   

  	
   

  	
   

  
	
  Interest rate and

  	
   

  	
   

  
	
  payments:

  	
   

  	
  Free Flooring Period:  Interest free to the Dealer for a period
  of time to be designated by the Company in its original manufacturer’s
  invoice to the Dealer for the product (the “Free
  Flooring Period”); the Company shall pay floorplan interest to
  Textron Financial at the rate of *. 
  Unless otherwise agreed in writing by Textron Financial and the
  Company, interest shall be payable by the Company monthly, in arrears, and
  shall be due and payable by the fifteenth (15th) day of the month
  following the month in which such interest accrues.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dealer Rate:  Dealer pays interest to Textron Financial in accordance with
  the agreements between Dealer and Textron Financial at a basic rate of
  *.  At maturity, Dealer pays a
  maturity rate of interest in accordance with the agreements between Dealer
  and Textron Financial, which shall be *. 
  Default rate shall be as provided in the agreements between Dealer and
  Textron Financial. Unless otherwise agreed in writing by Textron Financial
  and the Company, interest shall be payable by each Dealer monthly, in arrears,
  and shall be due and payable by the fifteenth (15th) day of the
  month following the month in which such interest accrues.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company agrees that, if the Company and Textron Financial shall
  mutually agree to change the foregoing interest and fee program being charged
  to the Dealers such that such interest and fees become more favorable to such
  Dealers (including, without limitation, reducing the *), the Company shall
  reimburse Textron Financial on a monthly basis for the shortfall in payments
  that Textron Financial receives in respect of such changed interest rate and
  fee program in comparison to what Textron Financial would have received if
  the original interest rate and fee program described above had remained in
  place.  Such reimbursing payments
  shall be made by the Company monthly, in arrears, and shall be due and
  payable by the fifteenth (15th) day of the month following the
  month in which such payments accrue.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest Rate Terms:  The interest rates set forth above are
  annual rates (interest to be calculated on the basis of a 360 day year for
  the actual number of days elapsed) and are variable and will be adjusted from
  time to time when and as * may change. 
  *.  Payment application, other
  than as to immediately available funds, may occur up to one business day
  after deposit into Textron Financial’s account to allow for clearance of
  funds.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Textron Financial will invoice Dealers monthly, and will invoice the
  Company monthly for any Dealer interest to be paid by the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carryover Extension of Free Flooring Period:  The Company may, at its option from time
  to time, elect to extend in whole or in part the Free Flooring Period for

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
   

  	
   

  	
  any one or more units of inventory for any one or more Dealers for a
  period of time not to exceed * months (subject, in any case, to the last
  sentence of this paragraph).  The
  Company’s notice shall specify the applicable Dealer(s), unit(s) of
  inventory, and the percentage of the interest payments to be paid by the
  Company.  During any such extension of
  the Free Flooring Period, that portion of the interest to be paid by the
  Company shall be paid at the rate of interest, on the interest payment dates,
  and otherwise pursuant to the terms applicable to floorplan interest paid by
  the Company, in each case as set forth hereinabove, and that portion of the
  interest (together with fees) to be paid by a Dealer shall be payable by such
  Dealer at the Dealer Rate, on the interest payment dates, and otherwise
  pursuant to the terms applicable to floorplan interest and fees to be paid by
  such Dealer, in each case as set forth hereinabove.  Nothing herein shall be deemed or construed to allow an
  extension of time to repay a loan beyond the maturity date otherwise
  applicable to such loan without Textron Financial’s written agreement.

  



 


Invoice


	
  Disbursement:

  	
   

  	
  * from Textron Financial’s receipt of invoice via Automated Clearing
  House (“ACH”).

  
	
   

  	
   

  	
   

  
	
  Repurchase Agreement,

  
	
  Credit Enhancement Indemnity, and

  
	
  Transition Period Indemnity

  
	
  from Company:

  	
   

  	
   

  
	
   

  	
   

  	
  (A)                              Repurchase
  Agreement:  The Company shall
  provide  repurchase support through a
  repurchase agreement of even date herewith (“Repurchase
  Agreement”) as more fully set forth in said Repurchase Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)                                Credit
  Enhancement Indemnity.  In
  addition, the Company shall provide, on a case by case basis, based upon the
  creditworthiness of the respective Dealer and at the request of the Company,
  full or partial recourse, as the case may be, as credit enhancement for such
  Dealer(s) pursuant to and subject to the terms of such recourse or
  indemnification agreements as may be acceptable to both the Company and
  Textron Financial from time to time (such full or partial recourse being
  referred to herein as the “Credit
  Enhancement Indemnity”). 
  In the event that the Company offers and Textron Financial accepts
  such Credit Enhancement Indemnity from the Company, Textron Financial may in
  its sole discretion, but shall not be obligated to, release or reduce such
  indemnity with respect to any particular Dealer(s) from time to time in
  writing.  Notwithstanding any other
  provision of any agreement to the contrary (specifically including the
  aggregate amounts of Credit Enhancement Indemnity that may be offered by the
  Company with respect to any one or more Dealers), the aggregate amount that
  the Company may be liable to pay to Textron Financial in respect only of
  Credit Enhancement Indemnity shall not exceed * annually, unless otherwise
  specifically agreed by the Company in writing.  For the avoidance of doubt, Credit Enhancement Indemnity that
  may be offered by the Company shall be in addition to any and all other
  obligations of the Company, and the immediately preceding sentence shall not
  be

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
   

  	
   

  	
  deemed or construed to limit or otherwise modify any other obligation
  of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (C)                                Transition
  Period Indemnity.  In addition,
  the Company shall provide to Textron Financial first loss recourse in the
  maximum amount of  * in the aggregate
  for all loans in the portfolio which is the subject of this Program Agreement
  through March 31, 2004, all as more fully set forth in an indemnity
  agreement of even date herewith (the “Indemnity
  Agreement”).

  
	
   

  	
   

  	
   

  
	
  Dealer payoff:

  	
   

  	
  100% of outstanding balance, due in full upon the earlier of sale of
  the particular unit, or 12 months from date of original manufacturer’s
  invoice, after which maturity or default rate of interest applies.

  



 


Other General Terms:


 


	
  Facility Guideline:

  	
   

  	
  * (said facility guideline to consist of unpaid outstanding principal
  of loans to Dealers).

  
	
   

  	
   

  	
   

  
	
  Initial Term

  	
   

  	
   

  
	
  and Renewal

  	
   

  	
   

  
	
  Terms:

  	
   

  	
  Initial * year term subject to automatic * year renewals thereafter
  unless, not less than *  days nor more
  than * days prior to the last day of any then current term (including,
  without limitation, the initial term), either the Company or Textron
  Financial shall have given the other party hereto written notice of its
  decision not to have the term of this Program Agreement automatically extended;
  in any such case, the term of this Program Agreement shall terminate on the
  last day of the then current term hereof. 
  Expiration of the initial * year term, or any renewal term, of this
  Program Agreement shall not relieve the Company of (a) any of its unperformed
  obligations hereunder or (b) any of its obligations under the Repurchase
  Agreement, any Credit Enhancement Indemnity, the Indemnity Agreement, or any
  other agreement with Textron Financial in respect of advances made or any
  commitments issued pursuant to the Program prior to such expiration.

  
	
   

  	
   

  	
   

  
	
  Company Early

  	
   

  	
   

  
	
  Termination:

  	
   

  	
  The Company may terminate the term of this Program Agreement prior to
  its scheduled termination date by giving Textron Financial notice of its
  intent to so terminate not less than * days prior to the effective early
  termination date so stated in such notice (the

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
   

  	
   

  	
  date on which the early termination of this Program Agreement set
  forth in such notice actually becomes effective is referred to in this
  paragraph as the “effective early termination date”).  Notwithstanding such early termination,
  the Company shall be obligated in accordance with all the terms and
  conditions under the Program, including without limitation this Program
  Agreement, the Repurchase Agreement, any Credit Enhancement Indemnity, and
  the Indemnity Agreement, until such times as all obligations, monetary and
  otherwise, in respect of the Program and advances made or commitments issued
  prior to the effective early termination date are satisfied with Textron
  Financial. For the avoidance of doubt, upon the effective early termination
  date, Textron Financial shall have no obligations to advance any additional
  sums under this Program.  In addition,
  not later than the effective early termination date, an early termination fee
  shall be paid by the Company to Textron Financial in an amount determined in
  accordance with the following schedule:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding any provision to the contrary, no early termination
  fee will apply if the Company terminates this Program Agreement due to (i) a
  breach by Textron Financial of any of its material obligations under this
  Program Agreement, or (ii) any breach by Textron Financial of the Servicing
  Guidelines set forth on Exhibit 1 attached hereto and incorporated herein by
  reference, and in the case of either of the foregoing (i) or (ii) such breach
  is not cured within 60 days after written notice from the Company to Textron
  Financial.   The Servicing Guidelines
  are attached hereto as Exhibit 1 and used herein solely in connection with a
  determination as to whether an early termination fee shall be payable under
  this paragraph and shall be used for no other purpose whatsoever under or in
  connection with this Program Agreement.

  
	
   

  	
   

  	
   

  
	
  Textron Financial

  	
   

  	
   

  
	
  Early Termination:

  	
   

  	
  Textron Financial may terminate the term of this Program Agreement
  prior to its scheduled termination date by giving the Company not less than
  10 days’ prior written notice of its intent to so terminate (the date on
  which the early termination of this Program

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
   

  	
   

  	
  Agreement set forth in such notice actually becomes effective is
  referred to in this paragraph as the “effective early termination date”) as a
  result of (a) any default by the Company under this Program Agreement,  the Repurchase Agreement, any Credit
  Enhancement Indemnity, or the Indemnity Agreement (after the expiration of
  any applicable cure period), (b) any default by the Guarantor under the
  Guaranty (after the expiration of any applicable cure period) or the
  termination of the continuing nature of the Guaranty by the Guarantor, (c)
  the Company’s failure to offer to Dealers or otherwise comply with the
  interest rate subvention programs described in the Dealer program materials
  delivered by the Company to Textron Financial and approved by Textron
  Financial, as contemplated in the first paragraph of this Program Agreement,
  or (d) the Company’s exercising its “Carryover Extension of Free Flooring
  Period” rights which, in the aggregate, are materially in excess of
  historical amounts.  Notwithstanding
  such early termination, the Company shall be obligated in accordance with all
  the terms and conditions under the Program, including without limitation its
  unperformed obligations under this Program Agreement, the Repurchase
  Agreement, any Credit Enhancement Indemnity, and the Indemnity Agreement,
  until such times as all obligations, monetary and otherwise, in respect of
  the Program and advances made or commitments issued prior to the effective
  early termination date are satisfied with Textron Financial. For the
  avoidance of doubt, upon the effective early termination date, Textron
  Financial shall have no obligations to advance any additional sums under this
  Program.

  
	
   

  	
   

  	
   

  
	
  Termination Purchase

  
	
  Option:

  	
   

  	
  In the event the Company or Textron Financial shall terminate this
  Program Agreement, as provided above, or that the term of this Program
  Agreement shall expire on its scheduled termination date, the Company shall
  have the right at its sole option to pay to Textron Financial all Dealer
  amounts due to Textron Financial in respect of the Program.   Upon the indefeasible payment in full of
  all such amounts, Textron Financial will assign to the Company, without
  recourse and without representation or warranty of any kind excepting only a
  warranty that the assigned assets

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
   

  	
   

  	
  are free and clear of liens created by or through Textron Financial,
  all of its right, title and interest solely in respect of loans extended to
  Dealers under the Program together with the Lending Documents (as defined
  below) in respect thereof; to the extent that Textron Financial’s lending
  relationship with any Dealer extends beyond Program-related loans, Textron
  Financial shall in all cases retain such other loans and shall, if necessary,
  redocument or cause to be redocumented any of the Loan Documents so that the
  loan documents of any Dealer assigned to the Company under this paragraph
  will relate solely to loans extended to such Dealer under the Program (and
  all out-of-pocket costs incurred by Textron Financial with respect to such
  redocumenting will be for the account of the Company) and, where appropriate,
  will enter into intercreditor agreements with the Company in respect of any
  Dealer that will be obligated on loans to the Company as well as to Textron
  Financial after giving effect to the exercise of such option.  The foregoing purchase option is subject
  to any applicable governmental or regulatory approvals and requirements, the
  cost of which, if any, (including Textron Financial’s legal fees and expenses)
  shall be borne by the Company.

  
	
   

  	
   

  	
   

  
	
  Documentation:

  	
   

  	
  All legal documentation (“Lending
  Documents”) entered into between the parties and any third parties
  as applicable must be satisfactory to Textron Financial counsel.  The forms of Lending Documents are
  generally expected to include Guaranty, New Approval Letter, Dealer Program
  Letter, Assistant Secretary’s Certificate, General Partner’s Certificate,
  Certificate of Authority of Limited Liability Company, Borrower Resolution,
  Sole Officer’s Certificate, UCC-1 Financing Statement, and Wholesale Security
  Agreement; the Wholesale Security Agreement shall be substantially in the
  form attached hereto as Exhibit 2, unless otherwise agreed by the Company,
  and the other documents shall be substantially in the standard forms thereof
  of Textron Financial (with such changes therein as are required by the terms
  of the Program).

  
	
   

  	
   

  	
   

  
	
  Floorchecks:

  	
   

  	
  * per year or approximately every * days, per Dealer, for Dealers
  with balances of * or more; for Dealers with balances of less then *,
  floorchecks shall occur approximately every * days.  Dealer balances shall be based upon quarterly dealer

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
   

  	
   

  	
  outstandings statements.  All
  floorchecks will be conducted by Textron Financial or its agents.

  
	
   

  	
   

  	
   

  
	
  *:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
  *:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
  Credit Line

  	
   

  	
   

  
	
  Transfer:

  	
   

  	
  Provided that a Dealer is currently an “active” dealer with Deutsche
  Financial Services Corp. (or any affiliate thereof) and the Company, and
  further provided that no material change/problems arise in a Dealer’s
  performance or financial condition, then Textron Financial’s credit limit for
  such Dealer through April 1, 2004 will be not less than the amount of
  such Dealer’s currently approved credit limit in place with Deutsche
  Financial Services Corp. or an affiliate thereof for floorplan financing of
  the Company’s product.  A list of
  such  Dealers and their current credit
  limits with  Deutsche Financial
  Services Corp. (or any affiliate thereof) will be delivered to Textron
  Financial by the Company and agreed upon by the Company and Textron Financial
  contemporaneously with the execution and delivery of this Program Agreement.

  



 


CONFIDENTIAL
INFORMATION


 


	
  Confidential

  	
   

  	
   

  
	
  Information:

  	
   

  	
  As used herein: with respect to information provided by Textron
  Financial to the Company, Textron Financial is the “Provider” and the Company
  is the “Recipient”; with respect to information provided by the Company to
  Textron Financial, the Company is the “Provider” and Textron Financial is the
  “Recipient”.  As used herein, the term
  Confidential Information means written and oral information provided by
  Provider to Recipient which has competitive value and is proprietary and
  confidential in nature, such information being not generally available to the
  public or in the trade, and any information designated by Provider as
  Confidential.  This includes, but is
  not limited to, any and all financial, technical, commercial or other
  information and documents concerning the Provider’s business and affairs as
  has been or may hereafter be provided to Recipient by Provider, and any
  studies or documents prepared during the review of the Confidential
  Information by Recipient, its directors, officers, employees, representatives
  or third parties acting for or in the same capacity as Recipient
  (“Recipient’s Agents”), which contain or otherwise reflect such information
  (collectively, the “Confidential Information”).  The term “Confidential Information” does not include such parts
  of the information which (i) are or become generally available to the public
  other than as a result of an unauthorized disclosure by Recipient or
  Recipient’s Agents, (ii) become generally available to Recipient on a
  non-confidential basis from a source which is not known to Recipient to be
  prohibited from disclosing such information to Recipient or (iii)

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
   

  	
   

  	
  are hereafter or were heretofore independently developed or compiled
  by Recipient without use of the Confidential Information.  Recipient agrees to treat the Confidential
  Information as confidential and proprietary and not to use all or any part of
  the Confidential Information for any purpose other than with respect to the
  Program, except upon Provider’s prior approval. Recipient may disclose all or
  any part of the Confidential Information to such of Recipient’s Agents who
  need to have access to such Confidential Information with respect to the
  Program.  Recipient will be
  responsible for any breach of the confidentiality provisions hereof by
  Recipient’s Agents.

  
	
   

  	
   

  	
   

  
	
  Treatment of Confidential

  
	
  Information:

  	
   

  	
  All originals and copies of written Confidential Information in the
  hands of Recipient and Recipient’s Agents, except for that portion which
  consists of studies or other documents prepared by Recipient or Recipient’s
  Agents and such copies which are necessary for bank or governmental
  regulatory compliance, will be promptly destroyed or returned to Provider
  upon Provider’s request, except for one copy of such documents or records
  retained in confidence by Recipient’s counsel solely for the purpose of any
  dispute or anticipated dispute arising out of the discussions or use of the
  Confidential Information.  That
  portion of the Confidential Information which consists of studies or other
  documents prepared by Recipient or Recipient’s Agents and such copies which
  are necessary for bank or governmental regulatory compliance will be
  destroyed or held by Recipient and kept confidential and subject to the terms
  of this Program Agreement.

  
	
   

  	
   

  	
   

  
	
  Disclosure Required

  	
   

  
	
  by Law:

  	
   

  	
  In the event that Recipient or Recipient’s Agents become legally
  compelled to disclose any of the Confidential Information, Recipient will
  provide Provider with notice thereof so that Provider may, at Provider’s sole
  cost and expense, seek a protective order or other appropriate remedy.  Nothing herein shall preclude the
  disclosure of any information compelled by law.

  
	
   

  	
   

  	
   

  
	
  Term and Survival:

  	
   

  	
  The foregoing provisions relating to Confidential Information will
  survive the expiration or early termination of this Program Agreement and
  will, in any such case, expire three (3) years from the date of such
  expiration or termination; provided, however, that nothing herein will be
  deemed or construed to authorize Recipient to disclose any information in violation
  of applicable laws.

  



 


Other Agreements:


 


	
  Default:

  	
   

  	
  Should Company fail to perform any act contemplated herein or any
  representation, warranty or covenant contained herein, and the same shall
  continue after five (5) business days written notice to Company from Textron
  Financial regarding such failure, then Company shall be in default under this
  Program.  A default under this Program
  Agreement shall also be deemed a default under the Repurchase Agreement, any
  Credit Enhancement Indemnity, the Indemnity Agreement, the Guaranty Agreement
  and any other agreement between the Company and Textron Financial and, upon
  default hereunder, Textron Financial shall have all of the rights and
  remedies provided for in this Program

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
   

  	
   

  	
  Agreement, in the Repurchase Agreement, any Credit Enhancement
  Indemnity, the Indemnity Agreement, the Guaranty Agreement and any such other
  agreement and all of the rights and remedies afforded Textron Financial at
  law and in equity.

  
	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
   

  
	
  Disclaimers:

  	
   

  	
  Solely as between Company and Textron Financial, Company hereby
  disclaims any present or future security interest or other interest in its
  favor in the collateral financed or refinanced for Dealers by Textron
  Financial (and in any proceeds thereof), effective with respect to each
  Dealer as of the date that Textron Financial first advances funds on behalf
  of such Dealer, unless and until Company exercises its obligations, if any,
  under the Repurchase Agreement.

  
	
   

  	
   

  	
   

  
	
  Insurance Proceeds:

  	
  Company shall, and hereby does, assign to Textron Financial all
  right, title, claim and interest in and to any insurance proceeds with
  respect to any collateral financed or refinanced by Textron Financial for any
  Dealer(s) unless and until Company exercises its obligations, if any, under
  the Repurchase Agreement.

  
	
   

  	
   

  	
   

  
	
  No Partnership:

  	
   

  	
  Textron Financial and Company agree that neither this Program
  Agreement nor the Repurchase Agreement, nor any Credit Enhancement Indemnity,
  nor the Indemnity Agreement create any partnership, joint venture or agency
  relationship between them.

  
	
   

  	
   

  	
   

  
	
  Entire Agreement:

  	
   

  	
  This Program Agreement, together with any other written agreements
  duly executed by the parties contemporaneously herewith or subsequent hereto
  addressing the same subject matter, contains the entire understanding of the
  parties with respect to the subject matter hereof.

  
	
   

  	
   

  	
   

  
	
  Set-Off:

  	
   

  	
  Company grants Textron Financial the right to set-off any amounts
  owed to Textron Financial by Company against any amounts that may otherwise
  be due Company, provided however that before Textron Financial exercises any
  such right it shall give Company five (5) days written notice of its intent
  to take such action.

  
	
   

  	
   

  	
   

  
	
  Negotiated

  	
   

  	
   

  
	
  Document:

  	
   

  	
  This Program Agreement is a negotiated document and shall not be
  construed to have meaning less favorable to one party merely because that
  party is deemed to be the draftsman of this Program  Agreement or any part of it.

  
	
   

  	
   

  	
   

  
	
  No Third Party

  	
   

  	
   

  
	
  Beneficiaries:

  	
   

  	
  The provisions of this Program Agreement are for the exclusive
  benefit of the parties hereto, and nothing contained herein shall create any
  rights in any Dealer or any other entity claiming to be a third party
  beneficiary, nor shall it affect or impair any rights which either party
  hereto may have against any Dealer or any other party.

  
	
   

  	
   

  	
   

  
	
  No Agency:

  	
   

  	
  This Agreement does not constitute either party hereto, or any of
  their officers, directors or employees, as the agent or legal representative
  of the other for any purpose whatsoever.

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
  Assignments:

  	
   

  	
  The Company may not assign any of its rights or obligations hereunder
  under the Repurchase Agreement, under any Credit Enhancement Indemnity, or
  under the Indemnity Agreement without the prior written consent of Textron
  Financial, which consent shall not be unreasonably withheld.  Textron Financial may assign its rights
  and obligations hereunder, under the Repurchase Agreement, under any Credit
  Enhancement Indemnity, under the Indemnity Agreement, under the Guaranty or
  under any Program loan (including, without limitation, assigning any Program
  loans and/or Program loan balances under a Dealer account to a conduit or
  other securitization vehicle).

  
	
   

  	
   

  	
   

  
	
  Governing Law:

  	
   

  	
  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
  THE LAWS OF THE STATE OF MINNESOTA WITHOUT REFERENCE TO CONFLICT OF LAW
  PRINCIPLES.  If any provision of this
  Agreement in any way contravenes the public policy of any state or
  jurisdiction where this Agreement is sought to be enforced, such provision
  shall be deemed not to be a part of this Agreement and this Agreement shall
  remain in full force and effect except as to the deletion of such provision.

  
	
   

  	
   

  	
   

  
	
  Waiver of Jury

  	
   

  	
   

  
	
  Trial:

  	
   

  	
  WITHOUT LIMITING THE SCOPE OF THE “ARBITRATION” PARAGRAPH SET FORTH
  BELOW, THE PARTIES HERETO HEREBY WAIVE THEIR RIGHT TO TRIAL BY JURY OF ANY
  MATTER ARISING OUT OF OR RELATING TO THIS PROGRAM AGREEMENT OR THE SUBJECT
  MATTER HEREOF.

  
	
   

  	
   

  	
   

  
	
  Arbitration:

  	
   

  	
  Any controversy or claim arising out of or related to this Program
  Agreement (collectively, the “Disputes”)
  shall be settled by arbitration as hereinafter provided. Such arbitration
  shall be the sole and exclusive forum for the resolution of Disputes and any
  arbitral award in respect thereof shall be final and binding, provided,
  however, upon the application of either the Company or Textron Financial, as
  the case may be, and whether or not an arbitration proceeding has yet been
  initiated, all courts having jurisdiction are hereby authorized, and either
  the Company or Textron Financial is hereby authorized, to so petition any
  such courts, to (a) issue and enforce in any lawful manner any temporary
  restraining orders, preliminary injunctions and other interim measures of
  relief as may be necessary to prevent harm to such applying party’s interests
  or as otherwise may be appropriate pending the conclusion of arbitration
  proceedings pursuant to this paragraph and (b) enter and enforce in any
  lawful manner such judgments for permanent equitable relief as may be
  necessary to prevent harm to Company’s or Textron Financial’s interests, as
  the case may be, provided for in any such arbitral award following the
  issuance thereof. All arbitration hereunder will be conducted in accordance
  with the Commercial Arbitration Rules of The American Arbitration Association
  (“AAA”) (regardless of whether
  such Rules are still in effect or the AAA is still in existence, as
  hereinafter provided).  If the AAA is
  dissolved, disbanded or otherwise is unavailable for any such arbitration,
  the Company and Textron Financial will remain subject to this paragraph and
  any arbitration to be conducted hereunder will be conducted by a recognized,

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
   

  	
   

  	
  impartial, independent arbitral forum of national standing mutually
  agreed upon by the Company and Textron Financial using the aforesaid
  Commercial Arbitration Rules as then most recently in effect (with such
  modifications in such Rules as may be required by such other arbitral forum
  in order for such Rules to be utilizable by such other arbitral forum). The
  Company and Textron Financial agree that the arbitration shall be conducted
  by an arbitrator selected in accordance with the aforesaid Commercial
  Arbitration Rules. Any such arbitrator shall be independent and not in any
  way affiliated with either the Company or Textron Financial or any affiliate
  thereof, and shall otherwise be a disinterested and impartial party with
  respect to the particular Dispute. Any such arbitrator shall be experienced
  in dealer floorplan financing. The arbitrator will decide if any
  inconsistency exists between the Commercial Arbitration Rules of the AAA in
  the relevant arbitral forum and the arbitration provisions contained herein;
  if any such inconsistency exists, the arbitration provisions contained herein
  will control and supersede such rules. 
  The site of all arbitration proceedings will be in Chicago, Illinois.
  The arbitrator shall apply only the law of the State of Minnesota (without
  giving effect to its principles of conflicts of law) in reaching his/her
  determinations in respect of any arbitral award.  The arbitrator shall make reasonably detailed findings of fact
  and law in a writing in support of his/her decision. The arbitrator will not
  have the authority to award exemplary, punitive or consequential damages. All
  arbitration proceedings, including testimony or evidence at hearings, will be
  kept confidential, although any award or order rendered by the arbitrator
  pursuant to the terms of this paragraph may be entered as a judgment or order
  in any state or federal court and accordingly enforced (including, without
  limitation, the federal court in the federal judicial district which includes
  the residence or place of business of the party against whom such award or
  order was entered).  If either the
  Company or Textron Financial brings any other action for judicial relief with
  respect to any Dispute, the party bringing such action will be liable for and
  will immediately pay all of the other party’s costs and expenses (including
  attorneys’ fees) incurred to stay or dismiss such action and remove or refer
  such Dispute to arbitration.  If
  either the Company or Textron Financial brings or appeals an action to vacate
  or modify an arbitration award and such party does not prevail, such party
  will pay all costs and expenses, including attorneys’ fees, incurred by the
  other party in defending such action. 
  If either the Company or Textron Financial, as a recipient of an
  arbitral award, enforces such award by obtaining a judgment or order in
  respect thereof in any state or federal court against the other party hereto
  and/or causes any such judgment or order to be executed or otherwise enforced
  against such other party, such other party shall pay all court costs and
  other expenses and reasonable attorney fees of the enforcing party in respect
  thereof. This paragraph will survive the termination of this Program
  Agreement.

  
	
   

  	
   

  	
   

  
	
  Counterparts:

  	
   

  	
  This Agreement may be executed in counterparts.

  
	
   

  	
   

  	
   

  
	
  No Committed Line

  	
   

  	
   

  
	
  Of Credit:

  	
   

  	
  Nothing herein shall constitute a committed line of credit as to any
  particular Dealer and Textron Financial shall not be bound to finance any
  particular Dealer or any particular goods.

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


	
  Affiliate Defined:

  	
   

  	
  As used herein, any party which controls, is controlled by or under
  common control with another party shall be deemed an “affiliate” of such
  other party.  As used in the preceding
  sentence, the term “control” means the possession, directly or indirectly, of
  the power to cause the direction of the management and policies of a party,
  whether through the ownership of voting securities, by contract or otherwise.

  
	
   

  	
   

  	
   

  
	
  Further Assurances:

  	
  Company further agrees to do, execute and deliver, or cause to be
  done, executed and delivered, and agrees to use its best efforts to cause its
  permitted successors and assigns to do, execute and deliver, or cause to be
  done, executed and delivered, all such further acts, transfers and
  assurances, for the better assuring, conveying and confirming unto Textron
  Financial and its successors and assigns, all and singular, the rights and
  benefits under this Program Agreement and otherwise implementing the
  intention of the parties under this Program Agreement, as Textron Financial
  and its successors and assigns reasonably shall request.

  
	
   

  	
   

  	
   

  
	
  Notices:

  	
   

  	
  All notices pursuant to this Program Agreement shall be in writing
  and shall be sent: (1) by certified mail, return receipt requested; or (2)
  via facsimile to the fax number below, provided a copy is sent the same day
  by nationally recognized overnight courier with receipt acknowledged.  Notices shall be sent to the address of
  the applicable party set forth below, or such other address as such party may
  designate from time to time in a notice to the other party.

  
	
   

  	
   

  	
   

  
	
  Future

  	
   

  	
   

  
	
  Assistance:

  	
   

  	
  The Company and Textron Financial will continue to discuss ways in
  which Textron Financial may provide operational and/or managerial assistance
  and expertise to the Company on-site in Thief River Falls, Minnesota in
  connection with the Company’s management and servicing of the Program.

  
	
   

  	
   

  	
   

  
	
  Late Payment

  	
   

  	
   

  
	
  Interest:

  	
   

  	
  The Company agrees to pay interest to Textron Financial on any
  payment owing to Textron Financial under the terms of this Program Agreement,
  the Repurchase Agreement, any Credit Enhancement Indemnity or the Indemnity
  Agreement and not paid when due in accordance with the terms thereof from the
  due date thereof to the date of payment thereof at an annual rate of interest
  of  *.

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


Upon due execution by Textron Financial and Company, this Agreement
shall constitute a binding contract between Textron Financial and Company as of
the date first set forth above.


 


Textron Financial
Corporation


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


	
  Address for notices:

  	
   

  	
  Textron Financial Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11575 Great Oaks
  Way

  
	
   

  	
   

  	
  Suite 210

  
	
   

  	
   

  	
  Alpharetta, Georgia 30022

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention to the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Daniel Radley

  
	
   

  	
   

  	
  Senior Vice President Credit

  
	
   

  	
   

  	
  Facsimile: (770) 777-3348

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Thomas H. Kaiser

  
	
   

  	
   

  	
  Vice President and Assistant General Counsel

  
	
   

  	
   

  	
  Facsimile: (770) 360-1458

  



 


Arctic Cat Sales Inc.


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


	
  Address for notices:

  	
   

  	
  Arctic Cat Sales Inc.

  
	
   

  	
   

  	
  601 Brooks Avenue South

  
	
   

  	
   

  	
  Thief River Falls, MN 56701

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention to the following: Tim Delmore

  
	
   

  	
   

  	
  Facsimile: 218-681-5972

  



 












* Pursuant to 17 CFR 240.24b-2, confidential treatment of the omitted
information has been requested and has been filed separately with the
Securities and Exchange Commission.


 

















 


Exhibit 1


 


Servicing Guidelines


 


*


 












* Pursuant to 17 CFR 240.24b-2,
confidential treatment of the omitted information has been requested and has
been filed separately with the Securities and Exchange Commission.


 

















 


Exhibit 2


 


Form of Wholesale Security Agreement




	
   

  
	
  

  
	
   

  






Textron Financial Corporation, Subsidiary of Textron Inc.


 


WHOLESALE SECURITY AGREEMENT


 


This Wholesale Security
Agreement (this “Agreement”) is entered into, as of the date set forth below,
by the debtor identified below (“Debtor”) and Textron Financial Corporation
(“Secured Party”).  For purposes of this
Agreement, any party which controls, is controlled by, or is under common
control with Debtor or Secured Party, shall be deemed an affiliate of Debtor or
Secured Party, as appropriate.


 


1.                                       Grant
of Security Interest; Description of Collateral.


 


Debtor grants
to Secured Party and its affiliates a security interest in the following
property (collectively, the “Collateral”):


 


See Attached
Exhibit A


 


2.                                       Promise
to Pay.


Debtor
promises to pay to Secured Party the original invoice cost (“Invoice Cost”) of
each item of Collateral financed or refinanced for Debtor by Secured Party
pursuant to the terms of the invoice, the monthly inventory billing statement,
the Dealer Program Letter, finance plans or otherwise (in all cases, a “Finance
Plan”), together with interest and charges on the Invoice Cost as specified in
the applicable Finance Plan and this Agreement (collectively, the “Total
Debt”).  All payments hereunder and
under each Finance Plan shall be made payable to Secured Party and delivered to
the address specified by Secured Party from time to time.  Debtor agrees that all payments received by
the Debtor shall be held in trust for the Secured Party up to and including the
amount of the Total Debt attributable to such Collateral sold, until such time
as said payments are paid to Secured Party by or on behalf of Debtor.  Each payment received from Debtor by Secured
Party shall be applied:  first,
with respect to any particular item of Collateral, to accrued and unpaid late
charges and interest owing hereunder and under any applicable Finance Plan with
respect to such item of Collateral; and, thereafter, to the then outstanding
Invoice Cost of such item of Collateral (including all related charged costs on
the invoice related to such item of Collateral); second, to any other
outstanding amounts   of the Total
Debt attributable to items of Collateral which have been disposed of by Debtor
more than thirty days prior to Secured Party’s receipt of payment, but for
which amounts are still due and owing to Secured Party by Debtor; and third,
the remainder of any such payment received by Secured Party to be promptly paid
to the Debtor, provided however, that in the event the Debtor is in default
hereunder or under any Finance Plan, then Secured Party may hold such remaining
payment as security for the payment of all other obligations of the Debtor to
Secured Party.


 


3.                                       Obligations
Secured by the Collateral.


Each item of
Collateral shall secure the payment and performance by Debtor and/or its
affiliates of all present and future indebtedness and obligations of Debtor
and/or its affiliates, of every kind and nature whatsoever, owing to Secured
Party and/or its affiliates.  Debtor
acknowledges that Secured Party shall be entitled to a purchase money security
interest in the items of Collateral financed by Secured Party for Debtor and
agrees that the extent of Secured Party’s purchase money priority in any such
item of Collateral shall be determined, at any time, by reference to the unpaid
Total Debt attributable to such item of Collateral.


 


4.                                       Collateral
to Remain Personal Property; Location of Collateral.


Debtor agrees
that the Collateral shall at all times remain personal property, shall not
become affixed to or form a part of any real estate, and, except as set forth
in Paragraph 7, shall be located at Debtor’s place(s) of business set forth
below. Except as set forth in Paragraph 7, Debtor shall not remove any of the
Collateral from such location(s) (including moving any of the Collateral
between or among such locations) or change its principal place of business without
the prior written consent of Secured Party, which shall not be unreasonably
withheld.


 


5.                                       Disclaimer
of Warranties; Unconditional Nature of Obligations.


DEBTOR HEREBY
ACKNOWLEDGES AND AGREES THAT:  (a)
SECURED PARTY IS NOT THE MANUFACTURER OR THE SELLER OF THE COLLATERAL; AND (b)
SECURED PARTY HAS NOT MADE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE
COLLATERAL OF ANY NATURE OR KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE MERCHANTABILITY OF THE COLLATERAL, ITS FITNESS
FOR A PARTICULAR PURPOSE, ITS COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
OR ITS NON-INFRINGEMENT OF THE RIGHTS OF OTHERS.  Debtor agrees that it shall give notice to
Secured Party of any material defect or non-conformity in any shipment of the
Collateral financed by Secured Party, or any claim of a right to reject or
revoke acceptance of such Collateral for any reason, no later than five (5)
days after delivery of such Collateral. 
NOTWITHSTANDING
SUCH NOTICE, DEBTOR AGREES THAT ITS OBLIGATIONS TO SECURED PARTY WITH RESPECT
TO SUCH COLLATERAL SHALL BE ABSOLUTE AND UNCONDITIONAL AT ALL TIMES AFTER
SECURED PARTY HAS ADVANCED OR COMMITTED TO ADVANCE ALL OR ANY PART OF THE
INVOICE COST OF SUCH COLLATERAL TO THE SELLER THEREOF.


 












* Pursuant to 17 CFR 240.24b-2,
confidential treatment of the omitted information has been requested and has
been filed separately with the Securities and Exchange Commission.


 

















 


6.                                       Debtor’s
Representations, Warranties and Agreements.


Debtor
represents and warrants to Secured Party that: 
Debtor lawfully possesses and owns each item of Collateral financed or
refinanced by Secured Party for Debtor; except for the security interest
granted hereby, the Collateral is free from, and will remain free from, all
liens, claims, security interests or other encumbrances; no financing statement
covering the Collateral or its proceeds is on file in favor of any party other
than Secured Party; all information supplied and statements made by Debtor in
any financial or accounting statement or application for credit delivered to
Secured Party at any time is, or shall be, true, correct, complete and genuine
in all material respects when delivered and there has been no material adverse
change in the Debtor’s credit worthiness, financial position or in the
information provided by Debtor  to
Secured Party in the credit application or otherwise from the date of
submission of such information through the date of Debtor’s signing of this
Agreement.  Debtor agrees:  to defend, at Debtor’s own expense, any
action, proceeding or claim affecting the Collateral; to pay attorneys’ fees
and all other expenses incurred by Secured Party in enforcing its rights after
Debtor’s default hereunder; to pay promptly all taxes, assessments, license
fees and other public or private charges when levied or assessed against the
Collateral, this Agreement, any Finance Plan or payments to be made in
connection therewith (such obligation shall survive the termination of this
Agreement); that if a certificate of title is required by law with respect to
any item of Collateral, Debtor shall obtain such certificate and shall note the
security interest of Secured Party thereon and, in any event, shall do
everything necessary or expedient to preserve or perfect the security interest
of Secured Party therein; that Debtor will not misuse, fail to keep in good
repair, secrete or, except as herein expressly permitted, rent, lend, encumber
or otherwise transfer any of the Collateral, or except as set forth in
Paragraph 7, use the Collateral for any purpose other than for display or
demonstration on Debtor’s premises without the prior written consent of Secured
Party; and that Secured Party may enter upon Debtor’s premises at any
reasonable time to inspect the Collateral and Debtor’s books and records
pertaining to the Collateral with the full cooperation and assistance of
Debtor.


 


7.                                       Disposition
of Collateral by Debtor; Release of Lien.


Debtor is a
merchant engaged in the business of selling the Collateral and other personal
property of a kind similar to the Collateral. 
Both Debtor and Secured Party intend for Debtor to sell the Collateral,
but only in the ordinary course of its business as Debtor normally sells such
Collateral.  Therefore, Debtor may sell
any item of Collateral provided that:  (a) Debtor is not in Default hereunder (as defined below), (b) the
price obtained for such item of Collateral is not less than the unpaid Total
Debt attributable thereto, and (c) in the event Debtor receives proceeds from
sale or other disposition, Debtor holds all of the proceeds of any such sale in
trust for, and promptly remits the unpaid Invoice Cost of such item of
Collateral to, Secured Party.  Debtor
acknowledges that Secured Party may extend financial accommodations, in an
amount equal to all or a portion of the Debtor’s sales price, to the purchaser
or lessee of an item of Collateral from Debtor.  In such a case, the unpaid Invoice Cost of such item of
Collateral and the amount to be financed by Secured Party may be offset against
one another to determine the amount payable by or to Debtor.


 


8.                                       Insurance
and Risk of Loss.


At all times
during the term of this Agreement, Debtor shall bear the entire risk of loss or
destruction of, or damage to, the Collateral. 
Debtor will procure and continuously maintain “all risk” property
insurance covering each item of Collateral for the full replacement value
thereof, plus such other insurance as Secured Party may specify from time to
time.  Each policy of insurance shall contain
a standard Lender’s Loss Payable Endorsement in favor of Secured Party,
providing for, among other things, thirty (30) days prior written notice to
Secured Party of any cancellation, non-renewal or modification of such
coverage.  Secured Party’s acceptance of
policies in lesser amounts in one instance shall not be a waiver of Debtor’s
obligations hereunder in any other instances. 
In the event of Debtor’s failure to secure and maintain insurance as
herein required, or should Debtor request Secured Party to secure insurance on
Debtor’s and Secured Party’s behalf, Secured Party may, to protect and insure
the Collateral, at its sole option, secure such insurance on behalf of Debtor
and charge Debtor the amounts necessary to procure such insurance..  Any amounts expended by Secured Party in procuring
such insurance shall become part of the obligations so secured by the
Collateral and Debtor hereby promises to pay to Secured Party on demand any
such amounts expended.  The cost of such
insurance may include: (i) premium expense; (ii) reasonable premium finance
charges; and (iii) reasonable fees for billing and other administrative
services.  Secured Party’s affiliates
may act as insurance carrier, premium finance company and/or insurance
administrator, and may be compensated through premium charges, commissions,
premium rebates and fees.  Secured Party
will promptly discontinue any insurance purchased by Secured Party upon
Debtor’s presentation of proper evidence of valid insurance meeting the
requirements of this Section.  Debtor
hereby agrees that Secured Party may act as Debtor’s representative in making,
adjusting and settling claims under or cancelling any such insurance policies
covering the Collateral, and endorsing Debtor’s name on any drafts, checks or
other instruments drawn by an insurer of the Collateral.


 


9.                                       Events
of Default; Acceleration.


Debtor and
Secured Party acknowledge that time is of the essence in this Agreement.  The following are events of default
(individually and collectively, “Default”) under this Agreement permitting
Secured Party to take such action under Paragraph 10 of this Agreement as
Secured Party deems necessary:


 


(a)                                  any
of Debtor’s obligations to Secured Party and/or any affiliate of Secured Party
under this Agreement, any Finance Plan or any other agreement are not paid or
performed as required, or within any grace period allotted by this Agreement or
any Dealer Program Letter or Finance Plan to so pay or perform;


 


(b)                                 there
occurs a default by any affiliate of Debtor under any agreement with Secured
Party and/or any affiliate of Secured Party, and said default is not cured on
or before the expiration of any grace period allotted by this Agreement or any
Dealer Program Letter or Finance Plan;


 


(c)                                  any
sale or other disposition of the Collateral is made by Debtor other than in
compliance with Paragraph 7 hereof;


 


(d)                                 Debtor
breaches any representation, warranty or covenant contained herein or in any
other instrument or agreement delivered by Debtor to Secured Party or any
affiliate of Secured Party in connection with this Agreement or any other
transaction;


 


(e)                                  Debtor
dies, ceases to do business as a going concern or there occurs a material
change in the ownership or management of Debtor’s business;


 


(f)                                    any
of the Collateral is lost, damaged or destroyed and Debtor fails to pay to
Secured Party, within five (5) days thereafter, the unpaid Invoice Cost of such
Collateral unless there is an unreconciled insurance claim;


 


(g)                                 Debtor
becomes insolvent or bankrupt; makes an assignment for the benefit of creditors
or consents to the appointment of a trustee or receiver; a trustee or a
receiver is appointed for Debtor or for a substantial part of its property
without its consent and such trustee or receiver is not removed within a period
of thirty (30) days; bankruptcy, reorganization or insolvency proceedings are
instituted by or against Debtor and, if instituted against Debtor, are not
dismissed within a period of thirty (30) days; or if any of the foregoing
occurs with respect to any guarantor or other party liable for any of Debtor’s
and/or its affiliates obligations to Secured Party and/or its affiliates;


 












* Pursuant to 17 CFR 240.24b-2,
confidential treatment of the omitted information has been requested and has
been filed separately with the Securities and Exchange Commission.


 

















 


(h)                                 all
or any part of the Collateral is attached, levied or seized upon in any
proceeding and such process is not discharged or bonded within ten (10) days;


 


(i)                                     Secured
Party concludes that the prospect of payment or performance of Debtor’s and/or
its affiliates obligations to Secured Party and/or its affiliates is impaired
by reason of a material adverse change in the business prospects or financial
condition of Debtor; or


 


(j)                                     any
guarantor, surety or endorser for any of Debtor’s and/or its affiliates
obligations to Secured Party and/or its affiliates dies, defaults in any
obligation or liability owing to Secured Party or any affiliate of Secured
Party, or any guaranty of the obligations secured hereby is terminated.


 


If Debtor is
in default hereunder, the indebtedness herein described and all other debts
then owing by Debtor to Secured Party and/or its affiliates under this
Agreement or any other present or future agreement shall, if Secured Party or
any such affiliate shall so elect, become immediately due and payable.


 


10.                                 Secured
Party’s Remedies After Default; Consent to Enter Premises.


Upon a default
hereunder, and at any time thereafter, Secured Party shall have all of the
rights and remedies of a secured party under the Uniform Commercial Code and
any other applicable laws, including the right to collect from Debtor any
deficiency remaining after disposition of the Collateral.  Debtor agrees that Secured Party may, by
itself or through an agent, without notice to any person and without judicial
process of any kind other than required by applicable law, enter into any
premises or upon any land owned, leased or otherwise under the apparent control
of Debtor where Secured Party concludes the Collateral may be, and on a
temporary basis and solely for purposes of repossession disassemble or render
unusable, and/or repossess all or any items of the Collateral. Debtor expressly
waives all rights to possession of the Collateral after default and all claims
for injuries suffered through or loss caused by such entering and/or
repossession by Secured Party.  Debtor
shall, upon demand by Secured Party, assemble the Collateral and return it to
Secured Party at a place designated by Secured Party.  Secured Party will give Debtor reasonable notice of the time and
place of any public sale of the Collateral or of the time after which any
private sale of the Collateral or any other intended disposition thereof is to
be made.  The requirement of reasonable
notice shall be met if such notice is mailed to the notice address of Debtor
shown herein at least ten (10) days before the time of the sale or other
disposition of the Collateral.  Debtor
agrees that the repurchase of any item of Collateral by the manufacturer or any
distributor thereof shall constitute a commercially reasonable private sale of
the Collateral by Secured Party, if the price obtained is equal to:  (a) the then outstanding Invoice Cost of
such item of Collateral, minus (b) amounts incurred, if any, to restore such
item of Collateral to the equivalent of unused condition.  Expenses of retaking, holding, preparing for
sale, selling and the like shall include attorney’s fees and other legal
expenses.  Debtor understands that
Secured Party’s rights are cumulative and not alternative.


 


11.                                 Waiver
of Defaults; Agreement Inclusive.


Secured Party
may, in its sole discretion, waive a default or cure a default at Debtor’s
expense.  Any such waiver in any
particular instance or any waiver of a particular default shall not be a waiver
of any other defaults at the same time or at any other time.  No modification or change in this Agreement,
or supplement hereto, shall bind Secured Party unless in writing and signed by
an authorized officer of Secured Party.


 


12.                                 Financing
Statements; Financial Information.


Debtor shall
execute all financing statements or other instruments which Secured Party
reasonably deems to be necessary or appropriate to protect and perfect its
security interest in the Collateral. 
Debtor authorizes Secured Party to file a financing statement with
respect to the Collateral signed only by Secured Party and/or to file a
reproduction of this Agreement or a reproduction of a financing statement.  Unless waived by Secured Party, Debtor will
deliver to Secured Party, within one hundred and twenty days (120) after the
close of each fiscal year of Debtor, Debtor’s balance sheet and statement of
income (“Financial Statements”),)presenting fairly the financial condition of
Debtor as of the date thereof and for the period then ended.  The Secured Party has the right to request
updated financial information at any time. 
Upon such request, such information provided shall  fairly present the financial condition of
Debtor as of the date thereof and for the requested period most recently ended.


 


13.                                 Miscellaneous.


Secured Party
may correct patent errors herein and fill in blanks.  Secured Party will further undertake to fill in all blanks and
missing information, if any, in the lending documents upon receipt of executed
documents by the Debtor, and will further undertake to then send a copy of said
lending documents to the Debtor.  Any
provisions hereof contrary to, prohibited by, or invalid under applicable law,
shall be inapplicable hereto, deemed omitted herefrom, and shall not invalidate
the remaining provisions hereof. 
Secured Party may establish a credit limit for Debtor and may adjust
such credit limit from time to time. 
Such credit limit will not constitute a committed line of credit.  It is the intention of Secured Party not to
charge interest pursuant to the Finance Plans at a rate in excess of the
highest rate permitted by applicable law. 
Interest on any outstanding loan amount shall be spread over the entire
period that such loan amount is outstanding. 
Any such excess charges paid by Debtor to Secured Party shall be applied
to reduce the applicable loan amount outstanding or refunded to Debtor, as
appropriate.  Debtor acknowledges
receipt of a true copy hereof and waives notice of Secured Party’s acceptance
hereof.  If Debtor is a corporation, Debtor
represents that this Agreement is executed pursuant to authority of its Board
of Directors and constitutes the valid and binding obligation of Debtor.  If more than one party executes this
Agreement as Debtor, their obligations under this Agreement are joint and
several.  Debtor may not assign its
rights or delegate its obligations hereunder without the prior written consent
of Secured Party.  All notices hereunder
shall be in writing and delivered or sent to the respective addresses set forth
herein, or such other address as either Secured Party or Debtor may hereafter
designate to the other.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Rhode Island, without reference to applicable conflict of law principles.


 


The parties
hereto have executed this Agreement as
of                                 .


 












* Pursuant to 17 CFR 240.24b-2,
confidential treatment of the omitted information has been requested and has
been filed separately with the Securities and Exchange Commission.


 

















 


	
  SECURED PARTY:

  	
  DEBTOR:

  
	
   

  	
   

  
	
  TEXTRON
  FINANCIAL CORPORATION, for itself and as

  agent for its affiliates

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print Name:

  	
  Print Name:

  	
   

  	
   

  
	
  Print Title:

  	
  Print Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Secured
  Party’s address for notices: 11575 Great Oaks Parkway, Ste 210

  	
  WITNESS FOR DEBTORS SIGNATURE:

  
	
  Alpharetta, GA  30022

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
  Debtor’s  trade names (if any):

  	
  Home
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
										



 


	
  Debtor’s
  other places of business where the collateral may be located:

  	
  Debtor’s
  principal place of business and address for notices:

  
	
   

  	
   

  
	
  Street:

  	
   

  	
   

  	
  Street:

  	
   

  	
   

  
	
  City:

  	
   

  	
   

  	
  City:

  	
   

  	
  State:

  	
   

  	
   

  
	
  County:

  	
   

  	
  Zip:

  	
   

  	
   

  	
  County:

  	
   

  	
  Zip:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name (s) of
  Debtor’s other  partner(s) (if
  applicable):

  
	
  Street:

  	
   

  	
   

  	
   

  	
   

  
	
  City:

  	
   

  	
   

  	
   

  	
   

  
	
  County:

  	
   

  	
  Zip:

  	
   

  	
   

  	
   

  	
   

  
															



 


Exhibit 3


 


*


 


 


Exhibit 4


 


*


 












* Pursuant to 17 CFR 240.24b-2,
confidential treatment of the omitted information has been requested and has
been filed separately with the Securities and Exchange Commission.