Exhibit 10.1


 


SECOND AMENDMENT TO CREDIT
AGREEMENT


 


This
Amendment is entered into as of June 1, 2009 by and among Arctic Cat Inc.,
a Minnesota corporation (the “Borrower”),
Arctic Cat Sales Inc., a Minnesota corporation, Arctic Cat Production LLC, a
Minnesota limited liability company, Arctic Cat Production Support LLC, a
Minnesota limited liability company, and Arctic Cat Shared Services LLC, a
Minnesota limited liability company (the “Guarantors”),
and Wells Fargo Bank, National Association, a national banking association, as
the Administrative Agent, Issuing Lender and sole Lender under the Credit
Agreement described below (in such capacities, the “Bank”).


 


The
Borrower and the Bank have entered into a Credit Agreement dated August 29,
2008, as amended by a First Amendment to Credit Agreement (the “First Amendment”) dated March 31, 2009, setting forth
the terms on which the Bank would make advances to and issue letters of credit
for the account of the Borrower (together with all amendments, modifications and
restatements thereof,  the “Credit Agreement”).


 


Pursuant
to their Guaranty dated August 29, 2008 (together with all amendments,
modifications and restatements thereof, the “Guaranty”),
the Guarantors have guarantied the payment and performance of all obligations
of the Borrower arising under the Credit Agreement and related documents.


 


Pursuant
to a Security Agreement dated August 29, 2008 (together with all
amendments, modifications and restatements thereof, the “Security
Agreement”), the Borrower and the Guarantors have granted the Bank a
security interest in substantially all of their personal property.


 


The
Borrower has asked the Bank to extend the revolving line of credit provided
under the Credit Agreement, and the Bank is willing to do so on the terms and
subject to the conditions set forth herein.


 


ACCORDINGLY,
in consideration of the mutual covenants contained in this Amendment and in the
other documents described herein, the parties hereby agree as follows:


 


1.                                      Definitions.


 


As
used in this Amendment, capitalized terms defined in the Credit Agreement and
not otherwise defined herein shall have the meanings given them in the Credit
Agreement.


 


2.                                      Amendment.


 


The
definition of “Facility Termination Date” in Section 1.1 of the Credit
Agreement is hereby amended in its entirety to read as follows:


 


“Facility Termination Date” means June 30, 2009,
or the earlier date of the termination of the Revolving Facility pursuant to Section 2.8 or 7.2.


 


3.                                      Amendment Fee.


 


Concurrently
with the execution and delivery of this Amendment, the Borrower shall pay to
the Bank an amendment fee in the amount of $20,000. Such fee shall be deemed
fully earned by the Bank’s execution and delivery of this Amendment.


 


4.                                      Representations
and Warranties.


 


The
Borrower and the Guarantors each hereby represent and warrant to each Lender
Party as follows:


 


(a)                                  Each of the Borrower and
each Guarantor has all requisite power and authority, corporate or otherwise,
to execute and deliver this Amendment and to perform this Amendment and the
Credit Agreement as amended hereby.  This
Amendment has been duly and validly executed and 


 

















 


delivered
to the Administrative Agent by the Borrower and the Guarantors, and this
Amendment and the Credit Agreement as amended hereby constitute the legal,
valid and binding obligations of the Borrower and the Guarantors, enforceable
in accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
creditors’ rights generally and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law).


 


(b)                                 The execution, delivery and
performance by the Borrower and the Guarantors of this Amendment, and the
performance of the Credit Agreement as amended hereby, have been duly
authorized by all necessary action (corporate or otherwise) and do not and will
not (i) require any authorization, consent or approval by any governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign (other than consents and approvals that have been obtained and remain
in full force and effect), (ii) violate the Organizational Documents of
the Borrower or any Guarantor or any provision of any law, rule, regulation or
order presently in effect having applicability to the Borrower or any
Guarantor, or (iii) except where such breach or default would not have a
Material Adverse Effect, result in a breach of or constitute a default under
any indenture or agreement to which the Borrower or any Guarantor is a party,
or by which the Borrower or any Guarantor or any property of the Borrower or
any Guarantor may be bound or affected.


 


(c)                                  All of the representations
and warranties contained in Article IV of the Credit Agreement are correct
in all material respects on and as of the date hereof as though made on and as
of such date, except to the extent that such representations and warranties
relate solely to an earlier date, in which case such representations and warranties
shall be correct only as of such date.


 


5.                                      Conditions
Precedent.


 


The
amendments set forth in Section 2
are subject to the conditions precedent that, on or before the date hereof (or
such later date as the Bank may approve in writing), the Borrower shall have
delivered to the Bank each of the following, each in form and substance
satisfactory to the Bank:


 


(a)                                  This Amendment, duly
executed by the Borrower.


 


(b)                                 The amendment fee specified
in Section 3.


 


(c)                                  A signed copy of the opinion
of counsel for the Borrower, addressed to the Administrative Agent and the
Lenders, confirming the matters set forth in paragraphs (a) and (b) of
Section 4 above, and such other
matters as the Administrative Agent may request.


 


6.                                      Release.


 


The
Borrower and the Guarantors each hereby waive, release, relinquish and forever
discharge the Bank, and its past and present directors, officers, agents,
employees, parents, subsidiaries, affiliates, insurers, attorneys,
representatives and assigns, and each and all thereof (collectively, the “Released Parties”), of and from any and all manner of
action or causes of action, suits, claims, demands, judgments, damages, levies,
and the execution of whatsoever kind, nature and/or description arising on or
before the date hereof, including, without limitation, any claims, losses,
costs or damages, including compensatory and punitive damages, in each case
whether known or unknown, liquidated or unliquidated, fixed or contingent,
direct or indirect, which the Borrower or any Guarantor ever had or now has or
may claim to have against any of the Released Parties, with respect to any
matter whatsoever, including, without limitation, the administration of the
Loan Documents and the negotiations relating to this Amendment.


 


2

















 


7.                                      WAIVER OF JURY
TRIAL.


 


THE BORROWER, THE GUARANTORS AND THE BANK EACH IRREVOCABLY WAIVE ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE NOTE AGREEMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. THE GUARANTORS AND THE BANK EACH REPRESENT TO
EACH OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.


 


8.                                      Payment of
Costs.


 


The
Borrower reaffirms its obligation under the Credit Agreement, and specifically
agrees, to pay or reimburse the Bank on demand for all costs and expenses
incurred by the Bank in connection with the Loan Documents, including but not
limited to all fees and disbursements of legal counsel to the Bank, and
specifically including all costs and expenses of the Bank, including attorneys’
fees, incurred in connection with the drafting and preparation of this
Amendment and any related documents.


 


9.                                      Miscellaneous.


 


This
Amendment sets forth the entire agreement of the parties with respect to the
subject matter hereof. It cannot be waived, modified or amended except by a
writing signed by the party against which enforcement is sought. Except as
expressly amended by this Amendment, all of the terms and conditions of the
Credit Agreement shall remain in full force and effect. Nothing herein shall
constitute a waiver of any Default or Event of Default, including but not
limited to any Event of Default arising from the Borrower’s failure to deliver
certain documents required under Sections 4(b) and 4(c) of the First
Amendment when required thereunder. This Amendment shall be governed by the
internal law of Minnesota. This Amendment shall be binding upon and shall
accrue to the benefit of the parties and their successors and assigns. This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts of this Amendment, taken together, shall constitute but one and
the same instrument.


 


Signature
pages follow


 


3

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the day and year first above-written, but actually on June 3,
2009.


 


	
   

  	
   

  	
  ARCTIC CAT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Timothy C. Delmore

  
	
   

  	
   

  	
  Name:

  	
  Timothy
  C. Delmore

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARCTIC CAT SALES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Timothy C. Delmore

  
	
   

  	
   

  	
  Name:

  	
  Timothy
  C. Delmore

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARCTIC CAT PRODUCTION LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Timothy C. Delmore

  
	
   

  	
   

  	
  Name:

  	
  Timothy
  C. Delmore

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARCTIC CAT PRODUCTION SUPPORT LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Timothy C. Delmore

  
	
   

  	
   

  	
  Name:

  	
  Timothy
  C. Delmore

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARCTIC CAT SHARED SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Timothy C. Delmore

  
	
   

  	
   

  	
  Name:

  	
  Timothy
  C. Delmore

  
	
   

  	
   

  	
  Title:

  	
  CFO

  



 


Signature page to Second Amendment to Arctic Cat
Inc. Credit Agreement


 

















 


	
   

  	
   

  	
  WELLS FARGO BANK, NATIONAL
  ASSOCIATION, as Administrative Agent, Issuing Lender and Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
   Jason D. Wells

  
	
   

  	
   

  	
  Name:
  Jason D. Wells

  
	
   

  	
   

  	
  Title:
  Assistant Vice-President

  



 


Signature page to Second Amendment to Arctic Cat
Inc. Credit Agreement