2009 ARIENS – GRAVELY TURF PARTNER”+” BUSINESS PLAN

Core Values : ♦ Be honest ♦ Be fair ♦ Keep our commitments ♦ Respect the individual ♦ Encourage intellectual curiosity

2009 ARIENS – GRAVELY TURF PARTNER”+” BUSINESS PLAN

TABLE OF CONTENTS: Dealer Extranet…………………………………………………………………….2

Contact Sheet………………………………………………………………………3 Business Plan Dates………………………………………………………………..4 Qualifications………………………………………………………………………4

Inventory Position.............................................................................................….. 4 Pricing......................................................................................................................5

DEALER STANDARDS POLICY:………………………………….................................................6-7

RETAIL INCENTIVES: Demo Plan ...............................................................................................................8

Fleet Plan & Rebate Form……………………………………………………….9-10 Co-op Plan……………………………………………..………………………..11-12

Retail Financing Plans ...........................................................................................13 Tax Exempt Bid Plan/Claim Form……………………………………………..14-15

Dealer Readiness Tool Kit……………………………………………………….16 FREIGHT & TERMS:

Order Planning/Traffic Requirements....................................................................17 Inventory Terms ………………...………………………………………………..18 Cash Discount…………………………………………………………………..19-20 Partner Plus Annual Rebate……………………………………………….……...21 PARTS & ACCESSORY PLAN:………………………...………………………….……22-23 PRODUCT PRICE LIST:…………………………………….......…Appendix Section A Plans, prices, terms and specifications subject to change with proper notice. Visit the Dealer Web

Site at http://dealers.ariens.com to access revisions made after publication date. Ariens – Gravely Turf Partner “+”Business Plan Effective 01/01/09 – 12/31/09

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ARIENS DEALER EXTRANET . . . dealers.ariens.com

An exclusive secure site… The dealer extranet puts a wealth of information and services at your fingertips!

-Product Registration Entry - register your customer's product instantly! -All order summary - instant access to your account activity -Dealer information – access to change phone, fax, e-mail and website information -Product history & warranty claim inquiry - obtain product information quickly -Unshipped orders - check status of pending orders without placing a call -Review copies of Invoices – easy access to invoices -Retail Financing options - see what programs are available -FTP Marketing site - Get all your advertising aids here.

Instructions to Access the site:

1. Enter dealers.ariens.com on your browser (no "www" needed) 2. Your username is: (your dealer number) 3. Password: First time visitor enter your zip code. You'll be asked to change it after your first visit.

Plans, prices, terms and specifications subject to change with proper notice. Visit the Dealer Web


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WHO TO CONTACT FOR ASSISTANCE

Gravely Turf Service: Phone: 1-888-927-4367 Option 1- Technical Service & Warranty Calls Option 2- Customer Service & Equipment Orders Option 3- Parts and Accessory Orders

* Note: An option can be pressed at any time during the message

FAX NUMBERS: Equipment: 920-756-4469 Parts: 920-756-4471 Dealer address/phone/fax change Julie Wemmer [email protected] 920-756 4364

Retail Finance Issues Jeff Ness [email protected] 920-756 4394

Credit Issues Jeff Ness [email protected] 920-756 4394

Peggy Buffington [email protected] 920-756 4638

Jeanne Kabat [email protected] 920-756 4623

Sales Les Curtner [email protected] 847-340-0284

Bid Assist (Contact Your District Manager)

Marketing and Advertising (Contact Your District Manager)

Plans, prices, terms and specifications subject to change with proper notice. Visit the Dealer Web Site at http://dealers.ariens.com to access revisions made after publication date.

Ariens – Gravely Turf Partner “+”Business Plan Effective 01/01/09 – 12/31/09

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mailto:[email protected]





BUSINESS PLAN DATES

The Gravely Turf 2009 Partner “+” Business Plan will be in effect from January 1, 2009 through December 31, 2009. PROGRAM QUALIFICATIONS

To qualify for the terms and conditions of the Ariens Company Partner “+” Business Plan, dealers are required to place a qualifying initial stock order of Gravely Turf Branded products with an invoice value of $50,000 or greater by December 31, 2008.. The initial qualifying stock order will be shipped between January 1, 2009 through March 31, 2009 or when available depending on production schedule. Current dealer inventory value is not counted toward the $50,000 minimum requirement.

INVENTORY POSITION

Qualified dealers in the Partner”+” Program are required to stock and adequately represent a full line inventory position of Gravely Turf Products and related attachments and accessories as they best relate to the dealers market opportunities. Gravely Turf products may be mixed in any combination to achieve the $50,000 or greater Partner “+” initial stock order position. Participating dealers will be required to stock a minimum level of inventory for each model category. The Inventory Position will be calculated and agreed upon by the dealer and District Manager at the time of original order placement. Dealer agrees to place regular fill in re-orders to his original inventory position, adjusting to seasonal demand to maintain adequate advance inventory to support year round sales opportunities. Dealer must agree to provide a monthly stock position to their District Manager.



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EQUIPMENT PRICING

All Gravely Turf whole goods and attachments are sold on a net-price basis and will receive a 27% discount off of suggested retail pricing with no other volume discounts applied. Please view your current price list to determine your cost.

TYPE

SERIES

BASE DIS OUNT C Whole goods

900,000

27%

Attachments 700,000 & 8000,000

27%

The most current price list will always be available at our dealer extranet site: http://dealers.ariens.com. All Gravely Turf Equipment, attachments, and accessory pricing for the 2009 Partner “+” Program year is in effect from January 1, 2009 through December 31, 2009. Equipment pricing is subject to change at any time by the Ariens Company. Invoice pricing is determined by the effective price at the time the order is invoiced. Additional Volume Discounts can be earned in accordance with the “Partner Plus Annual Rebate” section of this Business Plan. *NOTE: All Dealers are required to pay electronically using the GE and Ariens On-Line Plan.

Please see page 18 of this Partner “+” Business Plan for payment details.



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DEALER STANDARDS POLICY

Dealers wishing to participate in the 2009 Gravely Turf Programs must agree to certain minimum requirements, as outlined in this Dealer Standards Policy. The dealer standards policy is a list of normal business practices and ethics that the Ariens Company considers are the best dealer business practices that Ariens has come to expect through years and generations customers. Should a dealer fail to exercise good faith in adhering to the dealer standards policy criteria or is not willing or able to adhere to the “Ariens - Gravely Turf Partner +” Business Plan in the 2009 sales year, then his/her inventory purchased between 01/01/09 and 12/31/09 will be given terms of 180 days and placed back on G.E. Distribution Finance with a LIBOR + 8.85% rollover period available for the following 12 months and the dealer will forfeit any earned or future earned Partner + year end volume rebate. Failure to meet these standards and/or perform as defined will forego the benefits of the Dealer Program’s and may jeopardize future relations with Ariens Company. By placing and accepting delivery of a 2009 Partner Plus Stocking order, all Gravely Turf Dealers agree:

A. That the term of this agreement shall run in conjunction with seasonal stocking programs for the period of 01/01/09 through 12/31/09.

B. A dealer’s place of business must correspond with the address listed on Ariens Company systems. Sales locations

located outside the defined addresses are not allowed. C. Dealers are required to attend field or factory service training programs annually.

D. Dealers agree to perform required post sale maintenance on Gravely Turf products sold by them. Furthermore,

dealers agree to perform required service on behalf of Ariens when called upon.

E. Dealers agree to distribute all safety, warranty and operational information to all customers. In addition, dealers agree to properly assemble all Gravely Turf products for the end user and submit product registration data, at minimum, on a weekly basis.

F. Dealers are never to disconnect or remove any safety devices on new or used equipment

G. Dealers shall not install any unauthorized attachments or replacement parts that are not sold by Ariens Company. H. The relationship with Ariens Company is not transferable with a change of ownership including interfamily

transfers. Potential new owners will be given the opportunity to reestablish the relationship after the sale occurs. I. Dealers agree to uphold the highest ethical standards when selling Gravely Turf products. The dealer realizes that

the customer-to-company relationship must be handled in a professional manner. J. Ariens Company trademarks are protected by law. They are the property of Ariens Company and should only be

used in accordance with printed policies. Advertising materials used that are not developed by Ariens Company are a violation of this policy.



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K. Dealers agree to display appropriate inside and outside signage identifying the location as an authorized dealer for Gravely Turf products.

DEALER STANDARDS POLICY ( continued)

L. Dealers advertising Gravely Turf products must adhere to the annually published Co-op Programs. M. Dealers agree to Minimum Advertised Pricing (MAP) when employing any advertising medium. Dealers must

not advertise retail pricing that falls below published “Promotional Retail Pricing” as published in the programs each season

N. Dealers are encouraged to display accurate product information on their own web sites. Dealers agree to abstain

from soliciting sales via electronic means to markets outside of a reasonable trade area.

O. Web Site strategies marketing “Gravely Turf branded products” must clearly state on all web site advertising or solicitations; “ Local Delivery Only”. Dealer web-site sales are in violation of this dealer standards policy unless the product is assembled, set up, and physically delivered by the selling dealer.

P. Customer lists, as defined through product registrations, are owned by Ariens Company. In the event of

termination, dealers are to return this information to Ariens Company c/o Sales Department. Q. As an Authorized Ariens Company dealer, you are an independent contractor. It is understood that the

relationship is not; a partnership, a joint venture, a franchise, an employee-employer or an agency relationship. As an independent contractor, the dealer has no right or authority, expressed or implied, to represent Ariens Company in any capacity or to transact any business or incur any obligation for Ariens Company. Both parties agree that this is an “at will” relationship. Either party may terminate the relationship by giving 30 day written notice. Should the termination be instigated by Ariens Company, the dealer will be given the opportunity to return all new & unused, in-carton merchandise and current parts at prices paid by the dealer. To ensure proper credit, a Return Goods Authorization (RGA) must be approved by Ariens Company prior to returning any stock items.

R. Terms & Conditions of sale are outlined in the annual stocking programs. Ariens Company reserves the right to

cancel any dealership that becomes delinquent.

S. Dealer agrees to accept all EDI and fax transmissions, including e-mail from the Ariens Company.

T. Dealer agrees to use Gravely Turf OEM Parts in all warranty repair, and where available, as replacement parts on Gravely Turf serviced equipment.

U. Not all Gravely Turf Products will be available in certain markets from Gravely Turf Stand alone dealers. ( Dealers not

having a full line of Gravely Lawn and Garden models) Plans, prices, terms and specifications subject to change with proper notice. Visit the Dealer Web


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DEMO PLAN

Ariens Company offers the ability to place Gravely Turf branded demo unit(s) into your inventory to allow the dealer to actively pursue the demonstration of Gravely Turf Equipment without the risk of obsolescence or floor plan hassles. A dealer demo plan is available to all Partner “+” Dealers. The Number of units eligible for the 10% demo discount is dependent on dollar volume of equipment purchased from the Ariens Co. from 1/1/08 to 12/31/08. The amount of eligible units are as follows: Prior Year Purchases $100,000-$250,000 2 units annually $250,000-$500,000 3 units annually $500,000+ 4 units annually All demo unit orders must be placed at the time of the initial stocking order. Demo units do not count toward the minimum $50,000 initial stocking order value. These units will be invoiced on a separate invoice at net-price base discount price, less 10% under a “demo” terms code with a final due date of 12/31/09. Year end rollover Plans do not apply to “demo” unit(s).

“A Presentation without a Demonstration is just Conversation!” FACT:” Demonstrations result in sales!”



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FLEET PLAN Fleet level pricing will be available for all multiple unit purchases by qualifying Landscape Contractor Professionals. The dealer rebates are based on a percentage basis compared to dealer cost. To be eligible, the Landscape Contractor must:

-Purchase a minimum of $20,000 customer invoice cost of Gravely Turf branded products.

-Purchase must be from a single user and PO#, no combination companies allowed

-Purchase must be delivered and invoiced at one-time

-All subsequent reorders can be included if delivered by October 31, 2009

Fleet Rebates are calculated as follows:

Fleet Price % Off Suggested

Retail Price

$20,000 Minimum Rebate Amount

% of Dealer Equipment Price

Under 15% 0%

15-19.9% 4%

+20% 8%

The dealer must complete the following to receive the eligible rebate: -Submit accurate Fleet Rebate Form (See next page).

-Copy of customer’s Purchase Order

-Signed copy of invoice to the customer showing discount (the sale of Gravely Turf accessories must carry the comparable discount as well) (Allied attachment and accessories do not qualify for fleet rebates)

-A copy of the Product Registration Card showing “Fleet Customer” name.

-Proof of dealer floor plan or open account payment

-Submit these forms to your salesman for processing and Regional Manager approval -Credit will come in the form of a credit to the dealers open account.



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GRAVELY TURF FLEET REBATE FORM Notes: This form must be completed in its entirety for the rebate to be processed. Incomplete forms will be returned. Please review page # 7 of the 2009 Gravely Turf Partner “+” Business Plan prior to completion of this form to determine dollar minimums and eligible rebate % allowed. _____________________________ ________________________ ______________ Purchaser Name (Agency) Dealer Name Dealer # ______________________________ _______________________________________ Address Address ______________________________ _______________________________________ City State Zip City State Zip _______________________________ _______________________________________ Phone # My Ariens District Manager _______________________________ _______________________________________ E-mail Delivery Date (A) (B) (C) (D) (E) (F) (G) (H) (I)

Model # Serial # Suggested

Retail Price Fleet Sale Price

Fleet Discount $

Fleet Discount %

Eligible Dealer Rebate %

Dealer Invoice Cost

Dealer Unit Rebate

Total Dealer Rebate:

Rebate form must include items below. Please indicate attachments by marking “X” on the checklist. Claim form, fully completed and signed by the dealer Copy of customer’s purchase order Signed copy of invoice to customer showing discount (sale of accessories must carry the comparable discount as

well). Note: Allied attachments and accessories do not qualify for fleet rebate Copy of Warranty Registration Card showing the fleet customer’s name Proof of dealer floor plan or open account payment

Dealer Note: All dealer submissions of this form and associated attachments should be returned to their District Manager DM Note: DM’s should forward completed packet to their RM for signoff RM’s should forward completed form and attachments to JoAnn Stelzer (Ext. 4320) I hereby certify that I have successfully sold the aforementioned Gravely Turf Branded products to the agency list above and request the rebate due under the terms of the 2009 Partner “+” Business Plan. I also certify that the above information is true and correct and that the equipment has been delivered to the agency as listed. _________________ ______________________________ Date Authorized Dealer SignaturePlans, prices, terms and specifications subject to change with proper notice. Visit the Dealer Web


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PARTNER “+” CO-OP ADVERTISING PLAN

The Gravely Turf 2009 advertising plan offers qualified Partner “+” dealers several effective ways to promote their dealerships. This plan is designed to reward dealers for their purchases and reimburse them for costs incurred through any approved advertising activity featuring Ariens and Gravely products. Guidelines for the plan are outlined below.

Qualified Partner “+” Dealers are eligible for a 50/50 pre-approved co-op advertising Plan. The Plan requires the dealer to follow these guidelines: - 2009 dealer co-op guidelines must be met. - Advertising materials must be submitted for pre-approval in order to qualify for co-op. - Pre-produced advertising material provided by the Ariens Company will automatically be eligible for co-op. - Partner Plus dealers will be awarded co-op funding based on their 2008 dollar volume of purchases. Calculation of purchases will

be based on the dates of 08/01/07 - 7/31/08. Co-op funding is based on 800,000 and 900,000 series products. -

- $150,000 - $300,000 = 0.75% - $300,000 - $500,000 = 1.00% - $500,000 - $750,000 = 1.25% - $750,000 and above = 1.50%

- The 2009 dealer co-op fund amount will be communicated in writing within 30 days of placing a 2009 Partner + Stocking

order in accordance with this printed program. CO-OP funds must be used prior to 12-31-09 or monies will be lost. CO-OP funds do not carry into the next Plan year and are not transferable to other dealer locations.

Co-op Activities Covered Under The Plan Newspaper/ Regional Print Publications Ad design requirements: Must use ad material provided by Ariens Company No mention, direct reference or use of a competitor's name or logo in the ad Dealer must provide the following for reimbursement. Note: Advertising material that is not pre-produced by Ariens Company must be pre-approved for co-op eligibility.

--Copy of the ad (tear sheet) --Original invoice from the newspaper/regional publication Yellow Page No mention, direct reference or use of a competitor's name or logo in the ad. Ads must be pre-approved by the Ariens Co. Marketing to be eligible co-op funding. Please fax copies to 920-756-2407. Internet Web Sites Must use Ariens/Gravely preferred vendor “ buildmyownsite.com” and applies to only the “Partner Package”. A minimum of four (4) pages of current Ariens/Gravely product must be displayed. Billboards Must use ad material provided by Ariens Company No mention, direct reference or use of a competitor's name or logo on the billboard. Dealer must provide the following for reimbursement.

--Original invoice --Photo of the billboard. Trade Shows/Open Houses Must prominently display Ariens products and signage (50% or more of the display area) Food, beverages and giveaways not eligible Dealer must provide the following for reimbursement:

--Original invoice and a copy of the invitation along with a photo of the event Direct Mail Must choose from various options available through Ariens direct mail Plan. Dealer must provide the following for reimbursement.

Original invoice and a copy of the direct mail piece. Cable TV/Radio Must use copy provided by Ariens Company or seek prior approval for original ads. Dealer must provide the following for reimburseme t: n

Original invoice/affidavit from the station. Plans, prices, terms and specifications subject to change with proper notice. Visit the Dealer Web


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PARTNER “+” CO-OP ADVERTISING PLAN (CONT.) Activities Not Covered by the Co-op Advertising Plan --Classified advertising --Trade shows with less than 50% of the space dedicated to Ariens and/or Gravely -- Open House Food & Beverage costs Advertising materials must be submitted for pre-approval in order to qualify for co-op. Please submit material to the following e-mail address.

[email protected]

A completed co-op advertising claim form, with required documentation, must be submitted within 30 days of the invoice date for reimbursement to:

Ariens Co. Attn: Advertising Claims – Customer Service

655 W. Ryan Brillion, WI. 54110

Co-op advertising Plan effective January 1, 2009 through December 31, 2009.

Co-op claims must be submitted and received at the Ariens Company by January 31, 2010.

*** Please ask your District Manager for more detail information regarding our 2009 ADvantage program opportunities…stretch your co-op dollars and have a bigger impact through this broad based campaign tool!



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RETAIL FINANCING PLANS



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TAX EXEMPT/NON-PROFIT BID ASSISTANCE

This Plan is designed for qualifying Gravely Turf Partner “+” Dealers to achieve increased sales to tax-exempt organizations. Qualified sales can also be made to organizations, which will purchase product exclusively for use in fulfillment of a contract to an end user for the care of a qualified tax-exempt agency. A copy of the agency tax-exempt number and authorization of its usage must accompany the claim when submitted. All Gravely Turf 700,000, 800,000, and 900,000 series models qualify for bid assist. Vendor-supplied attachments do not qualify. In order to process a bid assist claim and receive credit, the dealer should contact Ariens Customer Service Department for assistance in filling out forms. Completed forms should be forwarded back to Ariens Customer Service for processing. The following attachments should be included with the new form... 1) Fully completed claim form with dealer signatures/dates - (Incomplete or inaccurate forms will be

returned). 2) Copy of institution's purchase order. 3) Institution's IRS Tax Exempt Number as evidenced by an accompanying form provided by the

federal/state government authorizing its use. A letter authorizing use of the tax-exempt number is also required by companies providing maintenance under contract from a tax-exempt organization.

4) Copy of original Ariens Company dealer invoice. 5) Copy of dealer invoice to customer with serial & model number. Notes: Credit may not be deducted from payments until an open account credit memo has been issued. All requests for credit must be submitted within 30 days of delivery. Previously discounted sales (i.e. demo units, fleet units, etc) are not eligible for further bid rebates. Units under this Plan must be invoiced in accordance with normal dealer discounts. Ariens will match dealer rebate for units sold using the bid assist program based on a 50/50% basis per the discount schedule below. In order to qualify for the program dealer must sell unit below suggested retail price to qualify for the rebate. The maximum bid assistance rebate payable by Ariens Company will be 8%.

Dealer Discount from MSRP

Ariens Bid Assistance Rebate Rate

0% 0%10% 5% of dealer cost15% 7.5% of dealer cost

20% or more 8% of dealer costBidding in a State where a State Contract Applies: “If a dealer is using State Contract to sell to a Government entity he must adhere to the contract price in effect with that State and the Ariens Company. All of these sales must have the purchase order issued and submitted directly to the Ariens Company Attention Customer Service Department”. Refer to published warranty program to ensure proper representation of warranty information.



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Bid Assist Claim Form- Partner + (Effective 01/01/09)

Dealer Name: Dealer Number: BID ASSIST - Customer Delivery Information:

Customer Name: Contact Name:

Customer Street Address: Contact Phone:

Customer City/State/Zip Tax Exempt #*

Purchase Order # * (Include copy of tax certificate)

BID ASSIST - Delivery Confirmation/Notification Information:

Model # Serial # Description Suggested

Retail

Discount % from

Suggested Retail

Actual Invoiced price to

customer Dealer Cost

Earned Bid

Credit %

Rebate Due to Dealer

Total Rebate

** Maximum Bid Assist - 10% Use back of sheet and check here for additional product___________

Signatures: Dealer Signature: Date:

Check-List Attachments required: Fully completed claim form - (Incomplete or inaccurate forms will be returned). Copy of institution's purchase order Copy of institution's IRS tax exempt certificate Copy of original Ariens Company dealer invoice Copy of dealer invoice to customer w/serial & model

Dealer Note: All dealer submissions of this form and associated attachments should be returned to:

Ariens Customer Service 655 W Ryan Street Brillion, WI 54110

Ph: 1-888-927-4367 Option # 2 Fax: 920-756-4469



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DEALER READINESS TOOL KIT

Ariens Company is pleased to offer Gravely Turf Partner + Dealers a more professional approach toward merchandising your store with a new online solution. A Readiness Tool Kit will be sent to each Ariens - Gravely Partner Plus Dealer. The items will be shipped to you at no charge.

You will automatically receive the following items free as part of the Readiness Tool Kit: ♦ Free access to the dealer Extranet and the many tools available ♦ Free dealer link to the ariens.com locator

The following items may be included in the tool kit, but not limited to:

Ariens - Gravely Branded -Banner’s -Hanging POP Materials -Hang Tags -Hang Tag Sleeves -Poster -Literature



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ORDER PLANNING & SHIPPING

Note: All references to freight charges apply to the “48 contiguous states or point of embarkation.” Freight charges for transport beyond the point of embarkation are the responsibility of the customer. All Shipments: Ariens Co. reserves the right to ship all goods at the option of the Company. All orders are accepted by Ariens Co. with the understanding they are immediately and completely shippable as product becomes available. Shipment value of less than $4,999: Dealers placing equipment orders with an invoice value of less

than $4,999 will incur an additional 8% freight surcharge. This dealer freight surcharge cost will be included in the prices that appear on the dealer invoice.

Shipment value between $5,000-$9,999: Dealers placing equipment orders with an invoice value of $5,000 - $9,999 will incur an additional 4% freight surcharge. This dealer freight surcharge cost will be included

in the prices that appear on the dealer invoice. Shipment value of greater than $10,000: Dealers placing equipment orders of more than $10,000

will be eligible for 100% prepaid freight.

Transfers – Field:

Freight charges will be the responsibility of the receiving dealer. All transfers require prior credit approval and will be shipped with 1 year free Floor Plan Terms.

Traffic Requirements:

1) Positioning of freight is determined at the factory or at cross-dock points en-route. All dealers should be capable of moving their freight from the front to rear of a trailer for unloading.

2) Once a shipment is at the dock and an ASN (Advance Shipment Notice) is sent, the order cannot be altered or cancelled.

3) All dealers must have personnel, chains, pallet jacks and/or forklifts available to unload equipment, or be able to rent the equipment in a timely manner, so as not to delay the carrier or incur additional charges. For insurance and liability reasons, drivers will not be available to assist in the offloading of equipment.

4) Dock height facilities or ramps are recommended, as is removal of all equipment via forklifts for safety reasons. Removal of product by other means, and subsequent damages incurred during the off-loading process, are the responsibility of the dealer.

5) Product should be inspected as it is off-loaded, making note of any damages on the Bill of Lading before signing it, for it to be honored.

6) Product should be un-boxed and inspected for concealed damages in a timely manner. Concealed damage claims beyond 30 days of receipt will not be honored.

7) Charges and storage fees associated with trucking delays or refused freight caused by the dealer will result in a debit memo for the actual charges, subject to collection in 30 days.

8) Dealers should communicate any special requirements to the Ariens Traffic department prior to the first load and as often as changes occur. Please contact Al Miller at [email protected] or 1-920-756-4282.

PLEASE NOTE: No price adjustment reductions on current dealer inventory will be allowed.

All orders must include a requested shipping date from Brillion, WI. (Month/Day/Year).



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INVENTORY TERMS

Initial Order:

Gravely Turf Partner “+” Initial order shipments will receive May 1, 2010 terms. Units remaining on the dealer floor plan after this expiration date will be rolled over. Dealers will be charged an interest rate equal to LIBOR +8.85% annualized rate, for a period of 12 months at which time it is due in full.

Reorders:

All reorder shipments will receive free floor planning on certain 700,000 and all 800,000 – 900,000 series products. The following floor plan schedule applies:

MONTH OF SHIPMENT

FREE PERIOD TERM

LIBOR +8.85% DEALER COST EXTENDED

THROUGH* Jan. 2009 through Mar. 2009 May 1, 2010 May 31, 2011 April 2009 through June 2009 360 Days May 31, 2011 July 2009 through Dec. 2009 To Be Announced May 31, 2011

Note: Dealer will be charged an interest rate equal to LIBOR + 8.85% annualized for the period extending beyond the

free period through the final due date. Invoices outstanding beyond the May 31, 2011 due date will be charged a delinquent interest rate as determined by the floor plan company of your choice. Floor Plan payments must not include any open account invoices or credits.

All goods on floor plan are due for payment immediately upon being sold or physically leaving the dealer’s place of business. Equipment is no longer considered “brand new” after the first use, and payment must be made upon initial use. Inventory sold and not paid immediately (Sold out of Trust) is past due, and the dealer will be liable for late payment charges until the amount due is paid in full. All equipment and parts shipments will cease until the Sold out of Trust payment is received in full.

Allowable Returns:

With prior written approval from the Ariens Regional Sales Manager, dealers can also elect to return all inventory which is new, unused and in the original shipping container. Dealers will be responsible for the cost of the return freight plus an additional 10% restocking fee.

All goods on floor plan are due for payment immediately upon being sold or physically leaving the dealer’s place of business. Equipment is no longer considered “brand new” after the first use, and payment must be made upon initial use. Inventory sold and not paid immediately (Sold Out of Trust) is past due, and the dealer will be liable for late charges at a rate of 1.5% per month (18% APR) until the amount is paid in full. All equipment and parts shipments will cease until the Sold Out of Trust payment is received in full.



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CASH DISCOUNT

With prior Ariens Co. approval, Gravely Turf Partner “+” Dealers may elect to pay for their equipment (900,000 & 800,000 series) in lieu of floor planning. This election must be made at the time of placing their order. The cash discount is allowed if payment is received within 30 days from invoice date per the schedule.

Discount Allowed if payment is received within 30 days of Invoice Date

January 4% February 3% March-December 2%

Payments must be received, not postmarked, within 30 days of invoice date. Any cash payments received after the 30-day terms period will lose their eligible discount. Please DO NOT mail payments to the corporate office. PREFERRED PAYMENT METHOD: Online Payment via the dealer extranet

REMITTANCE INFO: Regular Mail Address Ariens Company 8031 Solutions Center Chicago, IL 60677-8000 Overnight Delivery Address PNC c/o Ariens Company Lockbox Number 778031 160 Hansen Court, Suite 105 Wood Dale, IL 60191 ACH & Domestic Wire Transfer Details The Private Bank Chicago, IL ABA/Routing# 071006486 Credit Acct Name: Ariens Company Account# 2152748

Notes: Open account payments must not be included with floor plan payments. Pre-pay options do exist for payment of orders to be shipped at a later date. Contact your salesman for details. Check requests for credit balances and/or offsets of invoices and credit memo’s can be done using the on-line payment system on the dealer extranet. To Sign up to pay on line: Complete the ACH Authorization form Plans, prices, terms and specifications subject to change with proper notice. Visit the Dealer Web


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Authorization Agreement for Automated Withdrawals (ACH Debits)

FEIN: 39 0125100

The information below is to

Ariens Company -



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Add new information C ation hange existing inform Cancel enrollment

ssary, credit entries and i e low, hereinafter called

________________________________

_____________________________________

ng #

I (we) hereby authorize Ariens Company, hereinafter called COMPANY, to initiate debit entries and, if necedjustments for any debit entr es done in error to my (our) account listed below, and th depository named bea

DEPOSITORY, to debit and/or credit the same to such account. PERSONAL INFORMATION Ariens account # ______ Company Name ______________________________________ Phone # _______________________________ E-Mail Address _______________________________ BANK INFORMATION Depository Name _ Address ______________________________________ City/State ______________________ Zip Code_______ ABA/Routi ______________________________________ Account # ______________________________________ Account Type Checking Savings

his authority is to remain in full force and effec until ComT t pany and Depository has received written notification from me (or either f us) of its termination in such time and in such manner as to afford Company and Depository a reasonable opportunity to act on it.

r

Please return this form with a copy of a cancelled check

o

ame ____________________________ Name _______________________________ N Signatu e ___________________________ Signature ____________________________ Date _________________ Date _________________

to Ariens Accounts Receivable Dept. Fax # 920-756-4470



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GRAVELY TURF PARTNER “+” ANNUAL REBATE

Dealers who participate in the 2009 Ariens - Gravely Turf Partner “+” Business Plan are eligible to receive an additional year-end Partner “+” Rebate annual incentive. To be eligible, the dealer must have adhered to all elements outlined in the Dealer Standards Policy.

ealer Partner “+” Rebates will be calculated on net annual retail volumD e* under this plan from the period of

les in good or

January 1, 2009 through December 31, 2009. The volume includes sales of Gravely Turf whole goods, attachments, and accessories paid for through GE On-Line. Also included are all Gravely Turf and Stens service parts that have been paid for through GE On-Line and Ariens / Stens open accounts.

The Gravely Turf Partner “+” Rebate will be paid by check to dealers with Accounts Receivabstanding (no SAU’s, past dues on open account or floor plan) no later than 45 days from the Plan end date,02/15/10.

NET ANNUAL ANNUAL RETAIL

VOLUME INCENTIVE $ 250k-299k 1.75% $ 300k-349k 2.00% $ 350k-399k 2.25% $ 400k-449k 2.50% $ 450k-499k 2.75% $ 500k-574k 3.00% $ 575k-649k 3.25% $ 650k-724k 3.50% $ 725k-749k 3.75% $ 750k-824k 4.00% $ 825k-899k 4.25% $ 900k-974k 4.50% $ 975k-999k 4.75% $ 1.00 m and above 5.00%

Note: Net Purchase volum Gravely Turf payments made to GE and Ariens open * e is determined by adding all

account (demo models and products discounted below Partner “+”price do not qualify)

nce a dealer achieves the minimum $250k rebate level, then the total of Stens invoices, between 01/01//09 and O12/31/09 will apply to the cumulative total as part of the calculation to determine the dealers annual rebate level.

GRAVELY TURF PARTS & ACCESSORIES PROGRAM

National US and Canadian Distributor Parts Discount Codes

Terms Freight Code Blank Code B Code C Code A Code D Code E Code

84- Due 15th 02 - Dealer pays full freight costs 40% - 30% 25% 20% -

Freight Terms: All UPS shipping charges will be added to the invoice. Parts orders shipped by truck will be sent out prepaid and freight charges will be added to the invoice. This will only happen if you allow us to ship by one of our carriers. For truck orders, you may designate the shipper of your choice—these orders will be sent out collect.



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GRAVELY TURF PARTS RETURN PROGRAM

Please see the Ariens Dealer Extranet for a copy of the current returns form. No restrictions as to the timing of returns! “30 Days No Questions Asked” – If the dealer returns a part within 30 days of purchasing it, the dealer will not be assessed a restocking fee regardless of the reason for return. Follow the process below to initiate a parts return: The Process:

1. Fill out the form via the Extranet or by calling customer service. 2. The form will be electronically forwarded to the Ariens Company Parts Return Department 3. The Parts Return Department will review the items and if approved, will issue a Return Authorization

Number(RAN). 4. For Truckload and LTL Returns, Ariens will assist in setting up the carrier to insure the dealer is getting

the Ariens discounted rate. 5. Approved returns that contain 10 or more items will initiate a barcode label and RAN to be attached to

the return. Returns that are less than 10 items only require the RAN to be attached to the return. 6. The dealer affixes the label(s) to the package(s) and returns them to:

Ariens Company – Opp Operations Attn: Returns 307 Hwy. 52 East Opp, AL 36467

7. A credit will be issued less a 15% restocking fee unless the part is being returned within 30 days of purchase.

The Rules:

• Approved return authorization numbers are valid for 60 days from date of approval. • All items must be in new and saleable condition, identified, and bearing no paint or permanent marker to

qualify for credit. • X Coded, C coded, and parts purchased over 3 yrs old are not eligible for return. • Freight costs associated with returns are to be prepaid by the dealer. • Parts that do not meet the above guidelines will initiate a comment on the credit memo or fax to the

dealer for disposition within 10 days from notification or they will be scrapped. Notes: State laws for dealer terminations take precedence over the above, where applicable.

A current copy of the return form is available via the dealer Extranet. Return requests must be on the current form.



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Documents

2009 ARIENS – GRAVELY TURF PARTNER”+” BUSINESS PLAN