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                                                                   EXHIBIT 10(Y)

                               SECOND AMENDMENT TO

                             JOINT VENTURE AGREEMENT


     THIS SECOND AMENDMENT TO JOINT VENTURE AGREEMENT is dated the 24th day of
February, 2000 (the "Second 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 7th 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 Second 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

     1.   Definitions.

          (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:

               (i)  The term "Agreement" shall mean the Joint Venture Agreement
          as amended by this Second Amendment; and

          (b) The following new terms shall be added to the JV Agreement as of
the effective date of this Second Amendment:

               (i)  The term "Second Amendment" shall mean the Second Amendment
          to the JV Agreement executed by Polaris and TCFC dated the 24th day of
          February, 2000;

               (ii) The term "Amended Definitive Agreements", shall have the
          same meaning as in the First Amendment, and shall also include this
          Second Amendment and the various amendments to the Definitive
          Agreements being executed concurrently with this Second Amendment and
          as any of those Definitive Agreements may be amended from time to
          time;


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     2.   Amended Term. Section 1.4 is hereby deleted in its entirety and is
hereby replaced with the following:

          1.4 Term. The Partnership shall begin on March 1, 1996 and, unless
          sooner dissolved or terminated under the provisions of the Partnership
          Agreement, shall continue until February 29, 2004, and thereafter
          shall be extended automatically for additional one-year terms unless
          at least one year prior to the expiration of the initial or additional
          term (as applicable) 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.

     3.   Amended Capital Contribution. The existing paragraph of Section 1.5,
Initial Capital Contribution, is hereby amended by adding the prefix "(A)" prior
to the phrase "Initial Capital Contribution" and new paragraphs (B) and (C) are
hereby added to Section 1.5 which shall read as follows:

          1.5(B) Ongoing Capital Contributions. Pursuant to the amended Section
          2.2 of the Partnership Agreement entitled "Additional Capital
          Contributions", each of PAI and TJV 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, Polaris
          shall within 5 business days make or cause one of its affiliates to
          make such required payment on behalf of PAI. In the event TJV does not
          make any such payment in full when due, TCFC shall within 5 business
          days make or cause one of its affiliates to make such required
          payments on behalf of TJV.

          1.5(C) General Reserve Obligations. Pursuant to Section 2.6 of the
          Partnership Agreement entitled "Establishment of Reserves" each of PAI
          and TJV 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, Polaris shall within 5 business days make or cause one of its
          affiliates to make such required payments on behalf of PAI. In the
          event TJV does not make any such required payment in full when due,
          TCFC shall within 5 business days make or cause one of its affiliates
          to make such required payments on behalf of TJV.

     4.   Amended Agreements. Section 1.6, Agreements, is hereby amended by
deleting the following words from the 9th and 10th lines of the paragraph: "the
Guarantee from Polaris given on behalf of PAI dated February 7, 1996 (the
"Polaris Guarantee"),".

     5.   Amended Technology. Section 7.18, Technology, is hereby amended to
delete the phrase "or 8.14 of the Partnership Agreement" from the thirteenth
line of the section.

     6.   Representations and Warranties. Each Party represents and warrants to
the other Party with respect to itself and its respective Partner subsidiary
that all representations and warranties in the JV Agreement made as of the
Closing (as defined in the JV Agreement) are made again as of the effective date
of this Second Amendment.

     7.   Entire Agreement. The JV Agreement as amended by this Second
Amendment, together with the other Definitive Agreements and the Amended
Definitive Agreements, as of the date hereof contain all of the understandings
and agreements of whatsoever kind and nature existing between the Parties hereto
and their respective affiliates with respect to the JV Agreement, the other
Definitive Agreements and the Amended Definitive Agreements, regarding the
subject matter hereof and the subject matter of the other Definitive Agreements
and Amended Definitive Agreements and the rights, interests, understandings,
agreements and obligations of the Parties and their respective affiliates
pertaining to the subject matter hereof and thereof and the Partnership, and
supersedes any previous agreements between the Parties and their respective
affiliates.

     8.   Notices. Section 7.2 of the JV Agreement is hereby deleted in its
entirety and is replaced with the following: Notices. All notices, documents,
written deliveries and other communications hereunder shall be in

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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: Michael Malone
                                   Facsimile Number: 612-542-0595

                              With a copy to:

                                   Kaplan, Strangis and Kaplan, P.A.
                                   5500 Norwest Center
                                   90 South Seventh Street
                                   Minneapolis, Minnesota 55402
                                   Attention: James C. Melville
                                   Facsimile Number: 612-375-1143

                       To:    TCFC

                              c/o  Transamerica Commercial Finance Corporation
                                   5595 Trillium Blvd.
                                   Hoffman Estates, Illinois 60192
                                   Attention: Vice President, Operations
                                   Facsimile Number: 847-747-7451

                       With a copy to:

                                   General Counsel
                                   Transamerica Commercial Finance Corporation
                                   5595 Trillium Blvd.
                                   Hoffman Estates, Illinois 60192
                                   Facsimile Number: 847-747-7455

     9. Governing Law. This Second Amendment shall be governed by, and construed
and enforced under, the laws of the State of Illinois without regard to conflict
of law principles.

     Except as otherwise set forth herein, all terms and conditions of the JV
Agreement are hereby ratified and shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the date first above written, it being understood and agreed that it shall be
effective as of the execution hereof by all Parties hereto.

                               POLARIS INDUSTRIES INC., A MINNESOTA
                               CORPORATION

                               By:   /s/ Michael Malone
                                     ----------------------------------------

                               Name: Michael Malone
                                     ----------------------------------------

                               Title: Vice President - Chief Financial Officer
                                      ----------------------------------------

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                               TRANSAMERICA COMMERCIAL FINANCE
                               CORPORATION

                               By:     /s/ Rosario A. Perrelli
                                     ----------------------------------------

                               Name:       Rosario A. Perrelli
                                     ----------------------------------------

                               Title:      Senior Vice President
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