First Amendment to the Credit Agreement



 Exhibit 10.nn 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 This FIRST AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”), dated December 20, 2011 and effective as of November 15, 2011, is by and among Polaris Industries Inc. a Minnesota corporation (the “Borrower” and, collectively with any
designated Foreign Borrower, the “Borrowers”), the lenders from time to time party to the Credit Agreement (the “Lenders”) that are parties hereto, and U.S. BANK NATIONAL ASSOCIATION, a national banking association,
one of the Lenders, as lead arranger, lead book runner, and administrative agent for the Lenders, (in such capacity, the “Agent”). 
 RECITALS 
  

	 	1.	The Borrowers, the Lenders, and the Agent entered into a Credit Agreement dated as of August 18, 2011 (the “Credit Agreement”).


  

	 	2.	On November 15, 2011, Polaris France SA, a Subsidiary, acquired 100% of the issued and outstanding ownership interests of Goupil Industrie SA, a corporation
organized under the laws of France. 

  

	 	3.	The Borrowers desire to amend certain provisions of the Credit Agreement and the Agent and the Lenders have agreed to make such amendments and consent to the
dissolution by Goupil Industrie SA of its Subsidiary, Goupil Bail SAS, subject to the terms and conditions set forth in this Amendment. 

 AGREEMENT 
 NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows: 

Section 1. Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement, unless the context otherwise requires. 
 Section 2. Amendments.
The Credit Agreement is hereby amended as follows: 
 2.1. Definitions. 

(a) The definition of “Excluded Taxes” in Article I of the Credit Agreement is amended and restated in
its entirety to read as follows: 
 “Excluded Taxes” means, in the case of each Lender or applicable
Lending Installation and the Administrative Agent (i) taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or the Administrative Agent is incorporated or organized
or the jurisdiction in which the Administrative Agent’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is located and (ii) any U.S. federal withholding taxes imposed by FATCA.








 (b) The definition of “FATCA” is added to the list of
definitions in Article I of the Credit Agreement as follows: 
 “FATCA” means Sections 1471
through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations
thereof. 
 2.2. Taxes. Section 3.5 of Article III of the Credit Agreement is amended
by adding a new subsection (h) to the end thereof. 
 (h) If a payment made to a Lender under any Loan
Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as
applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by
applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative
Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause
(h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 2.3. Sale and Leaseback Transactions Limit. Section 6.19 of the Credit Agreement is amended and restated in its entirety to read as follows: 

Section 6.19 Sale and Leaseback Transactions. The Company will not, nor will it permit any of its
Subsidiaries, to enter into or suffer to exist Sale and Leaseback Transactions, that result in an aggregate amount of Attributable Indebtedness arising from all such transactions entered into in any fiscal year to be in excess of $25,000,000.

 2.4. Subsidiaries Schedule. Schedule 5.8 to the Credit Agreement is hereby amended
and restated in its entirety as set forth on Exhibit A to this Amendment, which Exhibit A is incorporated by reference in the Credit Agreement as Schedule 5.8 thereto. 

Section 3. Effectiveness of Amendments. The amendments in this Amendment will be effective as of November 15,
2011 upon delivery by the Borrowers of, and compliance by the Company with, the following: 

  
 2 








 3.1. This Amendment, duly executed by the Company, the Agent, and the
Lenders constituting the Required Lenders (whether the same or different copies) and delivered (including by way of telecopy or other electronic transmission (including by e-mail in .pdf format), in each case with original signatures to follow
promptly thereafter) to the Agent. 
 3.2. The Agent shall have received a certificate of an Authorized
Officer of the Company (a) certifying that no Default or Event of Default has occurred and is continuing after giving effect to this Amendment, (b) certifying that the execution, delivery, and performance of this Amendment, the Credit
Agreement as amended by this Amendment and the other documents and agreements required to be delivered by the Company hereunder (collectively, the “Amendment Documents”) have been duly authorized, (c) certifying to and
attaching a true and accurate copy of the resolutions or unanimous written consent of the Company authorizing the execution, delivery, and performance of the Amendment Documents, and (d) certifying that no consent or governmental or regulatory
approval is necessary in connection with the consummation of the Amendment Documents other than any consents or approvals already obtained, copies of which have been delivered to the Agent. 

3.3. The Company shall have satisfied such other conditions as specified by the Agent in writing prior to the
execution of this Amendment. 
 Section 4. Consent to Dissolution of Subsidiary. Pursuant to Article VI of
the Credit Agreement, the Lenders hereby consent to the dissolution by Goupil Industrie SA of its Subsidiary, Goupil Bail SAS (“the Consent to Subsidiary Dissolution”). The Borrowers agree that the Consent to Subsidiary Dissolution
shall be limited to the precise meaning of the words as written herein and shall not be deemed to be a consent to any other event or circumstance that would violate Section 6.14 or any other provision of the Credit Agreement. Except as
expressly set forth herein, the Consent to Subsidiary Dissolution described in this Section 4 shall not alter, affect, release or prejudice in any way any of the Borrowers’ obligations under the Credit Agreement. The Consent to Subsidiary
Dissolution set forth herein shall not be, and shall not be deemed to be, a course of action upon which the Borrowers may rely in the future, and the Borrowers hereby expressly waive any claim to such effect. 

Section 5. Affirmation of Credit Agreement, Further References, Affirmation of Security Interest. The Agent, the
Lenders, and the Borrowers each acknowledge and affirm that the Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions, and provisions of the Credit Agreement, except as amended by this
Amendment, shall remain unmodified and in full force and effect. All references in any document or instrument to the Credit Agreement are hereby amended to refer to the Credit Agreement as amended by this Amendment. Each Borrower confirms to the
Agent and the Lenders that the Obligations are and continue to be secured by the security interest granted by the Borrowers in favor of the Agent for the benefit of the Agent and the Lenders under the Security Documents, and all of the terms,
conditions, provisions, agreements, requirements, promises, obligations, duties, covenants, and representations of the Borrowers under such documents and any and all other documents and agreements entered into with respect to the obligations under
the Credit Agreement are hereby ratified and affirmed in all respects by the Borrowers. 

  
 3 








 Section 6. Merger and Integration, Superseding Effect. This Amendment,
on and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into this Amendment all prior oral and written agreements on the same subjects by and between the parties hereto
with the effect that this Amendment shall control with respect to the specific subjects hereof and thereof. 
 Section 7.
Severability. Whenever possible, each provision of this Amendment and the other Amendment Documents and any other statement, instrument, or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted
so as to be effective, valid, and enforceable under the applicable law of any jurisdiction, but if any provision of this Amendment, the other Amendment Documents, or any other statement, instrument, or transaction contemplated hereby or thereby or
relating hereto or thereto is held to be prohibited, invalid, or unenforceable under the applicable law, such provision shall be ineffective in such jurisdiction only to the extent of such prohibition, invalidity, or unenforceability, without
invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of this Amendment, the other Amendment Documents, or any other statement, instrument, or transaction contemplated hereby or thereby or relating
hereto or thereto in such jurisdiction, or affecting the effectiveness, validity, or enforceability of such provision in any other jurisdiction. 
 Section 8. Successors. The Amendment Documents shall be binding upon the Borrowers, the Lenders, the Agent, and their respective successors and assigns, and shall inure to the benefit
of the Borrowers, the Agent, the Lenders, and the successors and assigns of the Agent and the Lenders. 
 Section 9.
Expenses. The Borrowers shall pay the Agent, upon execution of this Amendment if requested in advance in writing, the fees and expenses as provided in Section 9.6 of the Credit Agreement. 

Section 10. Headings. The headings of various sections of this Amendment have been inserted for reference only and
shall not be deemed to be a part of this Amendment. 
 Section 11. Counterparts. The Amendment Documents
may be executed in several counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts shall be regarded as one and the same document. 

Section 12. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT
GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL LENDERS, THEIR HOLDING COMPANIES, AND THEIR AFFILIATES. 
 [The remainder of this page is intentionally left blank] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as
of the date and year first above written. 
  

			
	POLARIS INDUSTRIES INC.
		
	By:	 	/s/ Michael Malone
	Title:	 	VP-CFO


  

			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender, as LC Issuer and as Administrative Agent
		
	By:	 	/s/ Ludmila Yakovlev
	Title:	 	Assistant Vice President


  

			
	ROYAL BANK OF CANADA,
		
	By:	 	/s/ G. David Cole
	Title:	 	Authorized Signatory


  

			
	WELLS FARGO BANK, N.A.
		
	By:	 	/s/ Gregory Strauss
	Title:	 	Director









  

							
		 		 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
				
		 		 	By:	 	/s/ Victor Pierzchalski
		 		 	Title:	 	Authorized Signatory
			
		 		 	COMERICA BANK
				
		 		 	By:	 	/s/ Timothy O’Rourke
		 		 	Title:	 	Vice President
			
		 		 	 FIFTH THIRD BANK, an Ohio banking corporation

				
		 		 	By:	 	/s/ Gary Losey
		 		 	Title:	 	VP-Corporate Banking
			
		 		 	BANK OF AMERICA, N.A., as Lender and as LC Issuer
				
		 		 	By:	 	/s/ Brian Lukehart
		 		 	Title:	 	Vice President
			
		 		 	BANK OF THE WEST
				
		 		 	By:	 	/s/ Josh Pirozzolo
		 		 	Title:	 	AVP








  

							
			
		 		 	PNC BANK, NATIONAL ASSOCIATION
				
		 		 	By:	 	/s/ Michael Cortese
		 		 	Title:	 	AVP
			
		 		 	SOVEREIGN BANK
				
		 		 	By:	 	/s/ Pedro Bell Astorza
		 		 	Title:	 	SVP-Large Corporate Banking








 EXHIBIT A TO 
 FIRST AMENDMENT TO 
 CREDIT AGREEMENT 

SCHEDULE 5.8 TO CREDIT AGREEMENT 
 SCHEDULE 5.8 
 Subsidiaries 

Material Subsidiaries 
  

											
	 Name
	  	 Jurisdiction
	  	 Type of Entity
	  	 Parent
	  	Percentage
Ownership	 
	Polaris Acceptance Inc.	  	Minnesota	  	Corporation	  	Polaris Industries Inc. (MN)	  	 	100.00	% 
	Polaris Industries Inc.	  	Delaware	  	Corporation	  	Polaris Industries Inc. (MN)	  	 	100.00	% 
	Polaris Industries Manufacturing LLC	  	Minnesota	  	Limited Liability Company	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
	Polaris Sales Inc.	  	Minnesota	  	Corporation	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
	Polaris Direct Inc.	  	Minnesota	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
	Polaris Insurance Services LLC	  	Minnesota	  	Limited Liability Company	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
	Polaris Sales Europe Inc.	  	Minnesota	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
	Indian Motorcycle Company	  	Delaware	  	Corporation	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
	Indian Motorcycle International, LLC	  	Delaware	  	Limited Liability Company	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
	Indian Motorcycle USA LLC	  	Delaware	  	Limited Liability Company	  	Indian Motorcycle International, LLC	  	 	100.00	% 

 Other Subsidiaries 
  

											
	 Name
	  	 Jurisdiction
	  	 Type of Entity
	  	 Parent
	  	Percentage
Ownership	 
	 Goupil Industrie SA
	  	France	  	Corporation	  	Polaris France SA	  	 	100.00	% 
	 Polaris Britain Limited
	  	United Kingdom	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
	 Polaris France S.A.
	  	France	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
	 Polaris Norway AS
	  	Norway	  	Corporation	  	Polaris Scandinavia AB	  	 	100.00	% 









											
	 Name
	  	 Jurisdiction
	  	 Type of Entity
	  	 Parent
	  	Percentage
Ownership	 
	 Polaris Germany GmbH
	  	Germany	  	Limited Liability Company	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Polaris Sales Spain, S.L.
	  	Spain	  	Limited Liability Company	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Polaris Industries Europe Sàrl*
	  	Switzerland	  	Limited Liability Company	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Polaris Sales Europe Sarl
	  	Switzerland	  	Limited Liability Company	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Swissauto powersports LLC
	  	Switzerland	  	Limited Liability Company	  	Polaris Sales Europe Inc.	  	 	100.00	% 
					
	 Polaris of Brazil Import and

Trade of Vehicles and

Motorcycles LLC
	  	Brazil	  	Limited Liability Company	  	Polaris Sales Inc.	  	 	99.99	% 
					
		  		  		  	Polaris Industries Inc. (DE)	  	 	0.01	% 
					
	 North Pole Star LLC
	  	Mexico	  	Limited Liability Company	  	Polaris Sales Europe Sarl	  	 	99.00	% 
		  		  		  	Polaris France SA	  	 	1.00	% 
	 Polaris Trading (Shanghai) Ltd
	  	China	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
	 Polaris India Private Ltd.
	  	India	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 7161549 Canada Inc.
	  	Manitoba, Canada	  	Corporation	  	Indian Motorcycle Company	  	 	100.00	% 
					
	 Polaris Industries Ltd.
	  	Manitoba, Canada	  	Corporation	  	Polaris Industries Inc. (DE)	  	 	100.00	% 
					
	 Polaris Sales Australia Pty Ltd.
	  	Australia	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Polaris Scandinavia AB
	  	Sweden	  	Corporation	  	Polaris Sales Inc.	  	 	100.00	% 
					
	 Victory Motorcycles Australia

Pty Ltd
	  	Australia	  	Corporation	  	Polaris Sales Australia Pty Ltd.	  	 	100.00	% 

  

	*	Began liquidation process on April 15, 2011; which is expected to be complete during 2012.