Exhibit 10(t)
THIRD AMENDMENT
TO
JOINT VENTURE AGREEMENT
THIS THIRD AMENDMENT TO JOINT VENTURE
AGREEMENT is dated the 28 th day of
February, 2003 (the “ Third Amendment ”) and is
between Polaris Industries Inc., a Minnesota corporation (“
Polaris ”), and Transamerica Commercial Finance
Corporation, a Delaware corporation (“ TCFC ”)
(collectively, Polaris and TCFC, the “ Parties ”
and individually, a “ Party ”) and amends, in
part, the Joint Venture Agreement (the “ JV Agreement
”) dated the 7 th day of
February, 1996 between Polaris and TCFC and as previously amended.
All capitalized terms herein shall have the same meaning as in the
JV Agreement unless otherwise defined herein.
RECITALS
WHEREAS , Polaris and TCFC
caused their respective subsidiaries, Polaris Acceptance Inc., a
Minnesota corporation (“ PAI ”) and Transamerica
Joint Ventures, Inc. (“ TJV ”), a Delaware
corporation (collectively, PAI and TJV the “ Partners
”), to enter into a Partnership Agreement dated
February 7, 1996, as it may be amended from time to time (the
“ Partnership Agreement ”) to form an Illinois
general partnership (the “ Partnership ” or
“ PA ” or “ Polaris Acceptance
“) for the ownership and operation of a commercial finance
business and related finance businesses within the United States
and other countries supporting the business of Polaris and its
affiliates from time to time and such other businesses as the
Parties subsequently may agree, as further described therein.
WHEREAS , PA desires to
extend the initial term of the Partnership Agreement and of the JV
Agreement; and
WHEREAS , it is a condition
of the extension of the initial term of the JV Agreement that
Polaris and TCFC amend the terms of the JV Agreement as set forth
in this Third Amendment; and
WHEREAS , the Parties or
their affiliates are also executing amendments to other of the
Amended Definitive Agreements,
NOW, THEREFORE , in
consideration of the premises, recitals and mutual covenants,
undertakings and obligations hereinafter set forth or referred to
herein, the Parties mutually covenant and agree as set forth
below.
AGREEMENT
(a) The definitions of the following terms, when
used in the JV Agreement, shall, from and after the effective date
of this Second Amendment, be her
