exv10w1






Exhibit 10.1




AMENDED AND RESTATED

JOINT VENTURE AGREEMENT




between




POLARIS INDUSTRIES INC.




and




GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION




 





Dated as of February 28, 2011



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	Page	 
	ARTICLE I Formation of the Partnership
	 	 	1	 
	1.1 Purpose
	 	 	1	 
	1.2 Name
	 	 	2	 
	1.3 Location
	 	 	3	 
	1.4 Term
	 	 	3	 
	1.5 Capital Contributions
	 	 	3	 
	1.6 Agreements
	 	 	5	 
	1.7 Qualification to do Business
	 	 	6	 
	1.8 Insurance
	 	 	6	 
	1.9 Contribution of Financing Business
	 	 	7	 
	1.10 Referral of Financing Business
	 	 	7	 
	ARTICLE II Representations and Warranties
	 	 	8	 
	2.1 Due Organization; Authority
	 	 	8	 
	2.2 Due Authorization; Enforceability
	 	 	8	 
	2.3 No Violation
	 	 	8	 
	2.4 Brokers or Finders
	 	 	9	 
	2.5 Sufficient Resources
	 	 	9	 
	2.6 Liens
	 	 	9	 
	ARTICLE III Confidentiality
	 	 	9	 
	ARTICLE IV Indemnification
	 	 	11	 
	ARTICLE V Dispute Resolution
	 	 	11	 
	ARTICLE VI General
	 	 	13	 
	6.1 Additional Documents and Acts; Further Assurances
	 	 	13	 
	6.2 Notices
	 	 	14	 
	6.3 Governing Laws; Jurisdiction
	 	 	15	 
	6.4 Waiver of Jury Trial
	 	 	15	 
	6.5 Entire Agreement
	 	 	16	 
	6.6 Waiver
	 	 	16	 
	6.7 Severability
	 	 	16	 
	6.8 Expenses Incurred in the Formation of the Partnership
	 	 	17	 







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	Section	 	Page	 
	6.9 Binding Agreement, Assignments
	 	 	17	 
	6.10 No Third-Party Beneficiaries
	 	 	17	 
	6.11 Disclaimer of Agency
	 	 	17	 
	6.12 Counterparts
	 	 	18	 
	6.13 Headings
	 	 	18	 
	6.14 Amendments
	 	 	18	 
	6.15 Publicity
	 	 	18	 
	6.16 Other Business
	 	 	19	 
	6.17 Exclusivity
	 	 	19	 
	6.18 Technology
	 	 	20	 
	6.19 Tradenames
	 	 	22	 
	6.20 Survival
	 	 	23	 
	6.21 Amendment and Restatement
	 	 	23	 







ii









 






AMENDED AND RESTATED

JOINT VENTURE AGREEMENT




     This Amended and Restated Joint Venture Agreement (as amended, restated, supplemented or
otherwise modified from time to time, this “Agreement”) is entered into as of February 28,
2011, between Polaris Industries Inc., a Minnesota corporation (“Polaris”), and GE
Commercial Distribution Finance Corporation, a Delaware corporation (“CDF”) (Polaris and
CDF, collectively, the “Parties” and, each individually, a “Party”).



Recitals




     Polaris and CDF desired to organize a general partnership under the laws of the State of
Illinois 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 and,
in furtherance thereof, the Parties entered into that certain Joint Venture Agreement, dated as of
February 7, 1996, as amended through the date hereof (the “Original Agreement”).



     Polaris and CDF desire to amend and restate the Original Agreement in its entirety as set
forth herein.



     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 follows:



ARTICLE I




Formation of the Partnership



     1.1 Purpose. Polaris caused its direct subsidiary, Polaris Acceptance Inc. (“PAI”), a
Minnesota corporation, and CDF caused its direct subsidiary, CDF Joint Ventures, Inc.
(“CDFJV”), a Delaware corporation (PAI and CDFJV, collectively, the “Partners”),
pursuant to



Amended and Restated

Joint Venture Agreement





1









 







that certain Partnership Agreement, dated as of February 7, 1996 (as amended and restated
pursuant to that certain Amended and Restated Partnership Agreement, dated as of the date hereof,
and as further amended, restated, supplemented or otherwise modified from time to time, the
“Partnership Agreement”), to form an Illinois general partnership (the
“Partnership” or “Polaris Acceptance”) for the ownership and operation of a
commercial finance business and related finance businesses supporting (i) domestic sales of
products manufactured or distributed from time to time by Polaris Industries Inc., a Delaware
corporation (“Polaris Industries”), or any of its affiliates (each, a “Polaris
Product”) to domestic dealers and distributors, unless the Management Committee (as defined in
the Partnership Agreement, the “Management Committee”) makes a determination with respect
to a Polaris Product that the Partnership should not provide inventory financing for such Polaris
Product, then such Polaris Product shall be excluded from the financing activities of the
Partnership until the Management Committee makes a determination not to continue such exclusion
(such excluded Polaris Product, if any, the “Excluded Products”), (ii) domestic sales of
products manufactured and/or distributed from time to time by manufacturers and distributors other
than Polaris Industries and/or any of its affiliates, including, without limitation, Alcom, Inc.,
to dealers and distributors of Polaris Industries and/or any of its affiliates from time to time,
and (iii) such other businesses in such geographic areas as the Parties subsequently may agree;
provided, in each of clauses (ii) and (iii), that the Management Committee
has unanimously approved the financing of such sales or other businesses.




     1.2 Name. The name of the Partnership shall be Polaris Acceptance.



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     1.3 Location. The principal place of business of the Partnership shall be in Hoffman Estates,
Illinois, with an operations office in Minneapolis, Minnesota, or, in either case, in such other
place or places as the Management Committee may from time to time direct.



     1.4 Term. The term of the Partnership began on March 1, 1996 and, unless sooner dissolved and
terminated under the provisions of the Partnership Agreement, shall continue until February 28,
2017 or, if applicable, the last day of an additional term or an Extended Term, and thereafter
shall be extended automatically for additional one-year terms unless at least one year prior to the
expiration of the initial term, an Extended Term or an additional term (as applicable) (the date
which is one year prior to the expiration of such term, a “Renewal Notice Date”) either Partner
gives notice to the other Partner of its intention not to extend the term, in which event the
Partnership shall dissolve in accordance with the terms of the Partnership Agreement upon
expiration of the then current term. If either Partner gives notice to the other Partner at least
90 days prior to a Renewal Notice Date of its intention to extend the term for an additional
five-year term (such term, an “Extended Term”) and the other Partner agrees in writing to such
Extended Term prior to such Renewal Notice Date, then the Partnership shall continue for such
Extended Term until the last day thereof, subject to automatic extensions pursuant to the foregoing
sentence. If the other Partner does not so agree in writing to such Extended Term, the term of the
Partnership shall nevertheless be extended automatically for additional one-year terms pursuant to
the first sentence of this Section 1.4 unless, prior to a Renewal Notice Date, a Partner gives
notice to the other Partner of its intention not to extend the term.



     1.5 Capital Contributions.



          (a) Initial Capital Contribution. Pursuant to the terms of the Partnership
Agreement, on March 1, 1996 and concurrently with the effectiveness of the formation of the



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Partnership, PAI and CDFJV contributed as the initial capital of the Partnership the following
amounts in cash: (i) in the case of PAI, 3.75% of the aggregate accounts receivable contributed to
the Partnership by CDF upon formation of the Partnership as contemplated by Section 1.9
hereof, and (ii) in the case of CDFJV, 11.25% of the aggregate accounts receivable contributed to
the Partnership by CDF upon formation of the Partnership as contemplated by Section 1.9
hereof. PAI subsequently exercised its option pursuant to the Partnership Agreement to increase
its equity share in the Partnership to 50%, and PAI made a corresponding capital contribution.




          (b) Ongoing Capital Contributions. Pursuant to Section 2.2 of the
Partnership Agreement entitled “Additional Capital Contributions”, each of PAI and CDFJV is
required to make certain payments from time to time to maintain capital requirements. In the event
PAI does not make any such payment in full when due, within 5 business days thereafter Polaris
shall make or cause one of its affiliates to make such required payment on behalf of PAI. In the
event CDFJV does not make any such payment in full when due, within 5 business days thereafter CDF
shall make or cause one of its affiliates to make such required payments on behalf of CDFJV.



          (c) General Reserve Obligations. Pursuant to Section 2.6 of the
Partnership Agreement entitled “Establishment of Reserves”, each of PAI and CDFJV may be required
to make certain payments from time to time to maintain general reserves established by the
Management Committee. In the event PAI does not make any such required payment in full when due,
within 5 business days thereafter Polaris shall make or cause one of its affiliates to make such
required payments on behalf of PAI. In the event CDFJV does not make any such required payment in
full when due, within 5 business days thereafter CDF shall make or cause one of its affiliates to
make such required payments on behalf of CDFJV.



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     1.6 Agreements. The Parties have executed and delivered or caused their respective subsidiaries,
PAI, Polaris Industries, Polaris Sales Inc., a Minnesota corporation (“PSI”), and CDFJV
(where appropriate), to execute and deliver the following documents (collectively, with this
Agreement and as each such document may be amended, restated, supplemented or otherwise modified
from time to time, the “Definitive Agreements”): (a) the Partnership Agreement; (b) the
Credit and Security Agreement between Polaris Acceptance and CDF dated as of February 7, 1996 (the
“Credit and Security Agreement”); (c) the Services Agreement — CDF to PA between Polaris
Acceptance and CDF dated as of February 7, 1996 (the “CDF Services Agreement”), the
Services Agreement — Polaris to PA between Polaris Acceptance and PAI dated as of February 7, 1996
(the “Polaris Services Agreement”), and the Sub Services Agreement — Polaris to CDF
between PAI and CDF dated as of September 6, 2006 (the “Subservices Agreement”)
(collectively, the CDF Services Agreement, the Polaris Services Agreement and the Subservices
Agreement, the “Services Agreements”); (d) the Amended and Restated Manufacturer’s
Repurchase Agreement between Polaris, Polaris Industries, PSI and Polaris Acceptance dated as of
the date hereof (as further amended, restated, supplemented or otherwise modified from time to
time, the “Manufacturer’s Repurchase Agreement”); (e) the Contribution Agreement among CDF
and Polaris Acceptance dated as of February 7, 1996 (the “Contribution Agreement”); (f) the
Amended and Restated Program Letter between Polaris, Polaris Industries, PSI and Polaris Acceptance
dated as of the date hereof (as further amended, restated, supplemented or otherwise modified from
time to time, the “Program Letter”); and (g) the License Agreement between PAI and Polaris
Acceptance dated as of February 7, 1996 (the “License Agreement”).



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     1.7 Qualification to do Business. CDF shall cause the Partnership, PAI and CDFJV to become
qualified to do business in all fifty states. Each of Polaris and CDF shall maintain the
qualifications to do business in all fifty states of its respective subsidiary that is a Partner.
CDF shall also cause the Partnership, PAI and CDFJV to make such assumed name and fictitious name
filings as are necessary for the conduct of the business of the Partnership as contemplated by this
Agreement and the Partnership Agreement. In connection with all filings for, or on behalf of, the
Partnership or PAI for which CDF has responsibility, Polaris shall, and shall cause PAI to,
cooperate with CDF in causing such filings to be made in a timely manner. All fees and expenses of
the initial qualification to do business and assumed name and fictitious name filings incurred by
CDF shall be charged to the Partnership. All fees and expenses of subsequent filings to maintain
such qualifications and any related filings shall be borne by the Partner responsible for such
filings.



     1.8 Insurance.



          (a) Polaris and CDF each shall provide at their own expense directors and officers
liability insurance for the managers serving on the Management Committee appointed by its
respective subsidiary which is a Partner in a policy amount of not less than $10,000,000.



          (b) CDF shall arrange for repossession insurance and related inventory insurance
appropriate for the business of the Partnership and shall arrange for the extension of CDF’s
existing single interest insurance coverage to the joint venture’s business. The costs for the
repossession insurance, related inventory insurance and the extension of CDF’s single interest
insurance to the joint venture’s business shall be charged to Polaris Acceptance.



          (c) CDF shall arrange for the extension of its existing national bonding coverage to
dealers serviced by Polaris Acceptance.



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     1.9 Contribution of Financing Business. On March 1, 1996, concurrently with the effectiveness of
the formation of the Partnership and the making of the initial capital contributions by the
Partners to the Partnership, CDF caused its then-existing portfolio of commercial finance business
supporting the business of Polaris Industries to be contributed to Polaris Acceptance pursuant to
the Contribution Agreement. Such contribution was encumbered by a liability of equal value of the
Partnership to make an equalization payment to CDF for such contribution, in accordance with the
terms of the Contribution Agreement, in order to maintain the Partners’ respective initial capital
contributions at levels proportional to the Partners’ respective initial partnership interests in
the Partnership.



     1.10 Referral of Financing Business. During the term of the Partnership, Polaris shall use all
reasonable efforts, and shall cause Polaris Industries and its affiliates to use all reasonable
efforts, to recommend to all domestic dealers and distributors of Polaris Product that all of the
inventory finance business associated with such Polaris Product (other than Excluded Products),
including, without limitation, all the floor-plan financing of all such Polaris Product (other than
Excluded Products) for all such dealers and distributors, be provided by Polaris Acceptance during
the term of the Partnership. Without limiting the generality of the foregoing, during the term of
the Partnership Polaris shall not, and Polaris shall not permit Polaris Industries or any of its
affiliates to, recommend to any domestic dealer or distributor of Polaris Product (other than
Excluded Products) that such dealer or distributor obtain inventory financing for such Polaris
Product from any source other than Polaris Acceptance during the term of the Partnership.



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ARTICLE II




Representations and Warranties 



     Each Party represents and warrants to the other Party with respect to itself and its
respective subsidiary that is a Partner that:



     2.1 Due Organization; Authority. It is a corporation duly organized and validly existing in good
standing under the laws of the state of its incorporation and has the power, authority and legal
right to enter into and perform its obligations under the Definitive Agreements to which it is a
party.



     2.2 Due Authorization; Enforceability. Each of the Definitive Agreements to which it is a party
has been duly authorized, executed and delivered by it and, assuming due authorization, execution
and delivery thereof by the other parties thereto, constitutes its valid and legally binding
obligation, enforceable against it in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws
affecting the rights of creditors generally and by general principles of equity.



     2.3 No Violation. The execution and delivery by it of the Definitive Agreements to which it is a
party do not, and the performance by it of its obligations thereunder will not (i) violate or
conflict with any provision of its charter or by-laws or other constituent documents, any law,
governmental rule or regulation, judgment or order applicable to it, or any provision of any
indenture, mortgage, contract or other instrument to which it is a party or by which it or its
property is bound, (ii) constitute a default under any agreement to which it is a party or by which
it or its property is bound, or (iii) require the consent or approval of, the giving of notice to,
the registration with or the taking of any action in respect of or by, any federal or state
governmental



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authority or agency (including any local governmental authority or agency), except such as
have been duly obtained, given or accomplished and are in full force and effect.




     2.4 Brokers or Finders. Neither it nor any of its officer’s, agents, representatives, employees
or shareholders has employed any brokers, finders or other intermediaries, or incurred any
liability for any broker’s fees, finder’s fees, commissions or other amounts, with respect to the
Partnership or the transactions contemplated by the Definitive Agreements.



     2.5 Sufficient Resources. It has sufficient resources to perform or to cause its affiliates to
perform their respective financial and other obligations as contemplated by the Definitive
Agreements.



     2.6 Liens. The performance of any transactions contemplated by this Agreement or the other
Definitive Agreements will not give rise to any liens on the property of the Partnership or either
Partner, except as expressly contemplated by the Credit and Security Agreement.



ARTICLE III




Confidentiality



     During the term of the Partnership, each Party shall, and shall cause its officers, directors,
employees, representatives, agents and affiliates to, keep any nonpublic information which the
other Party or any of its affiliates treats or designates as confidential (including, without
limitation, the Technology (as defined in Section 6.18 hereof)), any nonpublic information
concerning the formation and operation of the Partnership or the particulars thereof, and any other
nonpublic information set forth in the Definitive Agreements or in other documents concerning the
Partnership or relating to the performance by the Parties or any of their affiliates of any of the
Definitive Agreements strictly confidential and not disclose any such information to any person
(except for such Party’s and its affiliates’ financial and legal advisors, lenders,



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auditors, accountants, officers, directors, employees, representatives and agents), or use any
such information in the business of such Party or any affiliate of such Party (except for the
business contemplated by the Definitive Agreements). In addition, for five years following
termination of this Agreement, Polaris shall, and shall cause its officers, directors, employees,
representatives, agents and affiliates to, keep all information concerning the System Technology
(as defined in Section 6.18 hereof) strictly confidential and not disclose any such
information to any person or use any such information in the business of Polaris or any affiliate
of Polaris. Notwithstanding the foregoing, a Party shall be under no obligation to keep
confidential (i) information which is known to the receiving Party prior to receipt thereof from
the disclosing Party, (ii) information which is or becomes generally available to the public other
than as a result of a disclosure in violation of the terms of this Article III, (iii)
information disclosed to a Party by a third party having the right to disclose such information to
such Party, or (iv) information which a Party is legally compelled to disclose; provided
that each Party agrees to use all reasonable efforts to notify the other Party of any legal
requirement to disclose sufficiently in advance of the disclosure to permit the other Party to
challenge the legal requirement. Each Party recognizes and acknowledges that the injury to the
Partnership and the other Party which would result from a breach of the provisions of this
Article III could not adequately be compensated by money damages. The Parties expressly
agree and contemplate, therefore, that in the event of the breach or default by either Party of any
provision of this Article III, the Partnership or the other Party, in addition to any
remedies which it might otherwise be entitled to pursue, may obtain such appropriate injunctive
relief in support of any such provision of this Agreement.






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ARTICLE IV




Indemnification



     Each Party shall indemnify, defend and hold harmless the other Party and its affiliates and
the past, present and future officers, directors, shareholders, partners, employees, lawyers,
representatives and agents of such Party and such affiliates (collectively, the “Indemnified
Parties”) against all losses, costs, damages and expenses (including reasonable attorneys’ fees
and expenses) incurred by the Indemnified Parties as a result of such Party’s breach of any of its
representations, warranties or obligations hereunder.



ARTICLE V




Dispute Resolution



          (a) If a dispute shall arise between the Parties as to the interpretation of, or the
existence or extent of a breach with respect to, any provision contained in this Agreement (but
exclusive of Articles III and IV and Sections 6.3, 6.4,
6.15 and 6.18 of this Agreement), or if the Parties shall be unable to agree as to
the determination of any accounting matter or other computation expressly contemplated by this
Agreement (all such disputes and failures to agree, the “Arbitrable Disputes”), then either
Party may request, by giving written notice to the other Party, that the President (or other senior
executive officer) of each of Polaris and CDF (the “CEOs”) confer within five business days
regarding the Arbitrable Dispute. The CEOs shall confer in good faith and use all reasonable
efforts to resolve the Arbitrable Dispute.



          (b) If the CEOs do not resolve the Arbitrable Dispute within five business days after the
Arbitrable Dispute has been submitted to them, then the Arbitrable Dispute shall be submitted to
arbitration in accordance with the procedures set forth below in this Article V.



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          (c) A panel of three arbitrators (the “Panel”) will be formed no later than ten
days after the failure of the CEOs to resolve the Arbitrable Dispute. Each Party will request an
accounting firm of its choice to select an arbitrator, which arbitrator may be (but need not be) a
member of such accounting firm. The two arbitrators then will choose a third arbitrator who shall
not be affiliated in any manner with the Parties. All of the arbitrators shall be generally
familiar with the floorplan financing industry.



          (d) Except as otherwise provided herein, the arbitration shall be conducted in accordance
with the rules of the American Arbitration Association. The Panel shall allow such discovery,
submissions and hearings as it determines to be appropriate, giving consideration to the Parties’
mutual desire for an efficient resolution of the Arbitrable Dispute. After conducting such
hearings and reviewing the submissions of the Parties, the Panel shall make its decision with
respect to the Arbitrable Dispute. Such decision shall be made within ten days of the formation of
the Panel or as soon as practicable thereafter, but in no event later than twenty days after the
formation of the Panel. The Panel shall have the authority to award relief under legal or
equitable principles and to allocate responsibility for the costs of the arbitration and to award
recovery of reasonable attorney’s fees and expenses in such manner as is determined to be
appropriate. A full and complete record and transcript of the arbitration proceeding shall be
maintained. The decision of the Panel shall be in writing accompanied concurrently by a written
summary of its conclusions as well as the reasons for its conclusions.



          (e) Each Party shall have five business days to object to the Panel’s decision, or any
part thereof, by written submission made to the Panel and, if deemed appropriate by the Panel, in a
hearing. After such objection, the Panel shall have three business days to reconsider and modify
the decision, which modification, if any, shall be explained in writing. Thereafter,



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the decision of the Panel shall be final, binding and nonappealable with respect to the
Parties and all other persons or entities, including persons or entities which have failed or
refused to participate in the arbitration process and shall be reviewable only to the extent
provided by law.




          (f) The initiation of the dispute resolution procedures in this Article V shall
not excuse either Party, or any of their respective affiliates, from performing its obligations
hereunder or under any of the other Definitive Agreements or in connection with the transactions
contemplated hereby. While the dispute procedure is pending, the Parties and their respective
affiliates shall continue to perform in good faith their respective obligations hereunder and under
the other Definitive Agreements, subject to any rights to terminate this Agreement or the other
Definitive Agreements that may be available to the Parties or their respective affiliates.



          (g) The provisions of this Article V shall be the exclusive remedy of the Parties
for all Arbitrable Disputes. The terms of this Article V, including this paragraph
(g), shall be without prejudice to the rights of each Party to obtain recovery from, or to seek
recourse against, the other Party (or otherwise), in such manner as such Party may elect (but
subject to Section 6.4 hereof), for all claims, damages, losses, costs and matters other
than those related to Arbitrable Disputes.



ARTICLE VI

General




     6.1 Additional Documents and Acts; Further Assurances. In connection with this Agreement as well
as all transactions contemplated by this Agreement, each Party agrees to use all reasonable efforts
to execute and deliver such additional documents and instruments and to perform such additional
acts as may be necessary or appropriate to effectuate, carry out and



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perform all of the terms, provisions and conditions of this Agreement and all such
transactions. All approvals of either Party hereunder shall be in writing.




     6.2 Notices. All notices, documents, written deliveries and other communications hereunder shall
be in writing and shall be deemed to have been given (i) when delivered in person, (ii) one
business day after deposit with a nationally recognized overnight courier service, (iii) five
business days after being deposited in the United States mail, postage prepaid, first class,
registered or certified mail, or (iv) the business day on which sent and received by facsimile as
follows:



     To: Polaris


c/o Polaris Industries Inc.



2100 Highway 55

Medina, Minnesota 55340

Attention: Chief Financial Officer

Facsimile Number: 763-542-0595



With a copy to:



Polaris Industries Inc.

2100 Highway 55

Medina, Minnesota 55340

Attention: General Counsel

Facsimile Number: 763-525-7790



With a copy to:



Kaplan, Strangis and Kaplan, P.A.

5500 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

Attention: James C. Melville

Facsimile Number: 612-375-1143








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     To: CDF


c/o GE Commercial Distribution Finance Corporation



5595 Trillium Blvd.

Hoffman Estates, Illinois 60192

Attention: President

Facsimile Number: 847-747-7451



With a copy to:



General Counsel

GE Commercial Distribution Finance Corporation

5595 Trillium Blvd.

Hoffman Estates, Illinois 60192

Facsimile Number: 847-747-7455




     6.3 Governing Laws; Jurisdiction. This Agreement shall be governed by, and construed and enforced
under, the laws of the State of Illinois without regard to conflict of law principles. Subject to
Article V hereof and without prejudice to the rights of either Party to bring an action
before any court having jurisdiction, Polaris and CDF each agrees that any litigation between them
or any of their respective affiliates arising out of, connected with, related to, or incidental to
the relationship established between them in connection with this Agreement or the other Definitive
Agreements, and whether arising in contract, tort, equity or otherwise, may be resolved by state or
federal courts located in Chicago, Illinois.



     6.4 Waiver of Jury Trial. Without prejudice to the provisions of Article V hereof, Polaris
and CDF each waives, for itself and for any of its affiliates, any right to have a jury participate
in resolving any litigation, whether sounding in contract, tort, equity or otherwise, between
Polaris or CDF or any of their respective affiliates arising out of, connected with, related to or
incidental to the relationship established between them in connection with this



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Agreement or the other Definitive Agreements. Polaris and CDF each agrees that any litigation
will be resolved in a bench trial without a jury.




     6.5 Entire Agreement. This Agreement, together with the other Definitive Agreements, contains all
of the understandings and agreements of whatsoever kind and nature existing between the Parties
hereto and their respective affiliates with respect to this Agreement and the other Definitive
Agreements, the subject matter hereof and of the other Definitive Agreements, and the rights,
interests, understandings, agreements and obligations of the Parties and their respective
affiliates pertaining to the subject matter thereof and the Partnership, and supersedes any
previous agreements between the Parties and their respective affiliates.



     6.6 Waiver. No consent or waiver, expressed or implied, by either Party or any of their
respective affiliates to or of any breach or default by the other Party or any of its affiliates in
the performance by the other Party or any of its affiliates of its obligations under this Agreement
and the other Definitive Agreements to which it is a party shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by that Party or any of
its affiliates of the same or any other obligations of that Party or its affiliates. Failure on
the part of either Party or its affiliates to complain of any act or failure to act on the part of
the other Party or its affiliates or to declare the other Party or its affiliates in default,
irrespective of how long the failure continues, shall not constitute a waiver by that Party or its
affiliates of its rights under this Agreement or the other Definitive Agreements.



     6.7 Severability. If any provision of this Agreement or its application to any person or
circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and
the application of the provisions to other persons or circumstances shall not be affected thereby,
and this Agreement shall be enforced to the greatest extent permitted by law.



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     6.8 Expenses Incurred in the Formation of the Partnership. All disbursements for (i)
qualification to do business and fictitious name filings contemplated by Section 1.7, and
(ii) repossession insurance, related inventory insurance and single interest insurance contemplated
by Section 1.8(b) that are incurred by the Parties in connection with the formation of the
Partnership shall be charged by the Parties to the Partnership. All other fees, charges and
expenses incurred by the Parties in connection with the formation of the Partnership and the
transactions contemplated hereby (including all related legal fees) shall be borne by the Party
incurring them.



     6.9 Binding Agreement, Assignments. This Agreement shall be binding upon the Parties and their
respective successors and assigns and shall inure to the benefit of the Parties and their
respective successors and permitted assigns. Notwithstanding the foregoing, neither Party hereto
shall be permitted to assign its rights and obligations hereunder without the prior written consent
of the other Party. Whenever a reference to any party or Party is made in this Agreement, such
reference shall be deemed to include a reference to the successors and permitted assigns of that
party or Party.



     6.10 No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the
Parties, and it shall not be deemed to be for the direct or indirect benefit of the customers of
either Party (or any of its affiliates) or any other person.



     6.11 Disclaimer of Agency. This Agreement shall not constitute either Party (or any of its
affiliates) as a legal representative or agent of the other Party (or any of its affiliates), nor
shall a Party (nor any of its affiliates) have the right or authority to assume, create or incur
any liability or any obligation of any kind, expressed or implied, against or in the name or on
behalf



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of the other Party (or any of its affiliates) or the Partnership, unless otherwise expressly
permitted by such Party, and except as expressly provided in any of the Definitive Agreements.




     6.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same agreement.



     6.13 Headings. The headings in this Agreement are inserted for convenience only and are not to be
considered in the interpretation or construction of the provisions hereof.



     6.14 Amendments. This Agreement may be amended at any time and from time to time, but any
amendment must be in writing and signed by the Parties and by each other person who is then a
Partner.



     6.15 Publicity. Neither Polaris nor CDF nor any of their respective affiliates shall make any
public announcement or other disclosure to the press or public regarding this Agreement or the
Partnership or any matter related hereto or thereto, unless Polaris and CDF mutually agree to make
an announcement in a form that both Parties have approved. Notwithstanding the foregoing, to the
extent a Party (or its affiliate) is required by law or the rules of a national securities exchange
applicable to such Party (or such affiliate) to make a public announcement regarding this Agreement
or the Partnership or any matter related hereto or thereto, then such Party (or such affiliate) may
make a public announcement in order for such Party (or such affiliate) to duly comply with such law
or rule; provided that such Party (or such affiliate) gives notice to the other Party of
such public announcement promptly upon such Party (or such affiliate) becoming aware of its need to
comply with such law or rule, but, in any event, not later than the time the public announcement is
to be made.



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     6.16 Other Business. During the continuance of the Partnership, each Party, and each Party’s
affiliates, may continue to operate its business in the usual course. Each Party, and each Party’s
affiliates (exclusive of Polaris Acceptance), at any time and from time to time, may engage in and
pursue other business ventures. Without limiting the scope of the foregoing, each of CDF, CDFJV,
Polaris, Polaris Industries and PAI may pursue other business opportunities (including, without
limitation, joint ventures) with no obligation to refer business or offer opportunities to the
Partnership or to each other, except as otherwise expressly provided in Sections 1.10 and
6.17 of this Agreement and Section 12.15 of the Partnership Agreement.



     6.17 Exclusivity. Polaris covenants and agrees with CDF that, during the term of the Partnership
(and during the term of the exclusive financing arrangement described in Section 8.14 of
the Partnership Agreement, if applicable), it will not, and it will not permit Polaris Industries
or any affiliate of Polaris or Polaris Industries to, enter into, consummate, or otherwise arrange
for any joint venture, business combination, contractual arrangement, partnership, or other legal
or business relationship with any other person or entity for the purpose (whether exclusive,
primary or otherwise) of operating, during any period prior to the termination of this Agreement
and the dissolution of the Partnership, a commercial inventory finance business to support (i) the
business of Polaris Industries or any of its affiliates (other than with respect to Excluded
Products) or otherwise providing, during any period prior to the termination of this Agreement and
the dissolution of the Partnership, inventory financing (including, without limitation, floor plan
financing) to some or all of the dealers and distributors of Polaris Industries or any of its
affiliates for Polaris Product (other than Excluded Products), (ii) domestic sales of products
manufactured and/or distributed from time to time by manufacturers and distributors other than
Polaris Industries and/or any of its affiliates to dealers



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and distributors of Polaris Industries and/or any of its affiliates, if the Partners have agreed the Partnership will
support such domestic sales, or (iii) such other businesses in such geographic areas as the
Partners have agreed the Partnership will support. Polaris acknowledges and agrees that its
agreement set forth in this Section 6.17 is a material inducement for CDF to enter into,
and continue performing under, this Agreement.




     6.18 Technology. Any processes, techniques, hardware, software, copyrights, patents, practices or
other intellectual property which are owned or used by either Party (or, in the case of Polaris,
Polaris Industries or PAI or, in the case of CDF, CDFJV), and used by such Party (or Polaris
Industries or PAI, or CDFJV, as appropriate) in the performance of its obligations under this
Agreement, the Partnership Agreement or the other Definitive Agreements and which are proprietary
to such Party (or Polaris Industries or PAI, or CDFJV, as appropriate) (collectively, the
“Technology”) shall be and at all times shall remain the property of such Party (or Polaris
Industries or PAI, or CDFJV, as appropriate), and the Partnership shall not have any interest in
such Technology, except to the extent expressly provided to the contrary in one or more of
the Definitive Agreements, and except that, in connection with either (i) the purchase or
other assumption by PAI or any of its affiliates of the entire partnership interest of CDFJV in the
Partnership pursuant to the terms of the Partnership Agreement, or (ii) any dissolution of the
Partnership other than a dissolution pursuant to Section 8.2 (with respect to PAI or any of
its affiliates) or 8.4 (with respect to PAI or any of its affiliates) of the Partnership
Agreement, CDFJV and CDF shall be deemed to have automatically granted to the Partnership and PAI a
perpetual, royalty-free, non-exclusive license to use all such Technology owned or used by CDFJV or
CDF (but exclusive of Technology consisting of System Technology) in connection with the conduct of
the business of the Partnership; provided that such license shall extend to



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Technology owned or used by CDFJV or CDF only to the extent that CDFJV or CDF is the owner of
such Technology or (with respect to all such Technology not owned by CDFJV or CDF) has the legal
right to grant to the Partnership and PAI such a license. To the extent that CDFJV or CDF has the
legal right to permit an assignment of such license by the Partnership or PAI, such license shall
be assignable by each of the Partnership and PAI to Polaris or any affiliate of Polaris in the sole
discretion of the Partnership or PAI, as appropriate. For purposes hereof, “System
Technology” shall mean the hardware and software (including, without limitation, the operating
system software, the source code and the machine code, and including software owned by CDF and its
affiliates and third party licensed software used in connection with the System Technology or the
services provided under the CDF Services Agreement) used by CDF and its affiliates to provide the
services under the CDF Services Agreement (which software may be identified by CDF as being
confidential or subject to a copyright pursuant to a notice to such effect disclosed when accessing
CDF’s computer system), together with all written manuals and other documentation for system use
(which are internally written or produced by CDF or an affiliate or licensed to CDF or an
affiliate), diagnostic processes, security procedures, file arrays, database systems, processing
procedures, program logic, data manipulation formats and data manipulation and processing routines
(including, but not limited to, (a) internal programming processing logic, (b) software logic,
software formatting and software sequencing for (i) invoice purchasing, (ii) cash application,
(iii) invoice purchase approval, (iv) the development and use of rates and terms, (v) credit
underwriting, (vi) portfolio control, and (vii) floorcheck collateral verifications, and (c)
third-party licensed products, but excluding system generated reports, forms of billing statements,
forms of transaction statements and any information not subject to copyright (provided such
information is not otherwise proprietary to






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CDF or its affiliates) or which is not otherwise proprietary to CDF or its affiliates) related
to such hardware and software, as such may be modified, expanded or superseded from time to time.
Except as expressly described in this Section 6.18, under no circumstances shall a Party or
any of its affiliates have any interest in the Technology of the other Party and its affiliates by
virtue of this Agreement or as a result of the formation and operation of the Partnership.




     Any Technology developed in connection with the operation of the Partnership, which relates to
services provided by CDF or PAI, respectively, shall be deemed to be the property of CDF or PAI,
respectively, and such Technology shall not be deemed property of the Partnership;
provided, however, that if such Technology is developed for use with the
Partnership at the request of the Partnership, or if substantially all of the cost of developing
such Technology is paid by the Partnership, then (subject to the last sentence of this Section
6.18) CDF or PAI, as appropriate, shall permit the Partnership to replicate for its own use
such Technology, and such replicated Technology shall be deemed to be property of the Partnership,
and the Partnership shall have an independent, perpetual, non-exclusive right to use such
replicated Technology. Notwithstanding the foregoing, the Partnership shall be permitted to
replicate the Technology only to the extent that CDF or PAI, as appropriate, is the owner of such
Technology or (with respect to all such Technology not owned by CDF or PAI, as appropriate) has the
legal right to permit the Partnership to replicate such Technology.



     6.19 Tradenames. Subject to the terms of the License Agreement, neither Party shall obtain any
rights in any tradename of the other Party or any of its affiliates by virtue of this Agreement or
as a result of the formation and operation of the Partnership. Upon dissolution of the
Partnership, PAI shall succeed to the name “Polaris Acceptance” and neither CDF nor CDFJV shall
have any rights thereto, except that CDF shall continue to be able to use the name



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“Polaris Acceptance” in connection with the liquidation of the PA Run-off Accounts (as defined
in the CDF Services Agreement), and except that CDF shall continue to be able to use the name
“Polaris Acceptance” to the extent provided in Section 8.13 of the Partnership Agreement.




     6.20 Survival. The provisions of Article IV, Article V, Article VI,
Section 7.4, Section 7.8, Section 7.15 and Section 7.18 regarding
confidentiality, indemnification, dispute resolution, waiver of jury trial, expenses, publicity and
Technology shall survive any termination of this Agreement.



     6.21 Amendment and Restatement. This Agreement amends, restates and supersedes the Original
Agreement in its entirety.



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     IN WITNESS WHEREOF, this Agreement has been executed and delivered as of, and is effective as
of, the date first set forth above.



	 	 	 	 	 
	 	POLARIS INDUSTRIES INC.

 	 
	 	By:  	/s/ Michael Malone
 	 
	 	 	Name:  	Michael Malone 	 
	 	 	Title:  	Vice President — Finance, Chief Financial Officer 	 
	 
	 	GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

 	 
	 	By:  	/s/ John E. Peak
 	 
	 	 	Name:  	John E. Peak 	 
	 	 	Title:  	Managing Director 	 
	 




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