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Exhibit 10.dd
FOURTH AMENDMENT
TO JOINT VENTURE AGREEMENT
THIS FOURTH AMENDMENT TO JOINT
VENTURE AGREEMENT is dated the 27 th day of March, 2006 (the "
Fourth Amendment ") and is between Polaris Industries Inc.,
a Minnesota corporation (" Polaris "), and GE Commercial
Distribution Finance Corporation (f/k/a Transamerica Commercial
Finance Corporation), a Delaware corporation (" CDF ")
(collectively, Polaris and CDF, the " Parties " and
individually, a " Party ") and amends, in part , the
Joint Venture Agreement (the " JV Agreement ") dated the 7th
day of February, 1996 between Polaris and CDF 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 CDF
caused their respective subsidiaries, Polaris Acceptance Inc., a
Minnesota corporation (" PAI ") and CDF Joint Ventures, Inc.
(f/k/a Transamerica Joint Ventures, Inc.) (" CDFJV "), a
Delaware corporation (collectively, PAI and CDFJV 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; and
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 CDF amend the terms of the JV Agreement as set
forth in this Fourth Amendment; and
WHEREAS, the Parties or
their affiliates are also executing amendments to other of the
Amended Definitive Agreements; and
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
1. Definitions .
(a) The
definition of the following term, when used in th
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