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 hereby
amended as follows:
