0001193125-12-081910 Sample Contracts

POLARIS INDUSTRIES INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • February 27th, 2012 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment

In accordance with the terms of the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011) (the “Plan”), Polaris Industries Inc. (the “Company”) hereby grants to you, the Participant named above, an award of Performance Restricted Stock Units involving the number of such Units set forth in the table below. The terms and conditions of this Award are set forth in this Agreement, consisting of this cover page, the Award Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document which is enclosed herewith. Unless the context indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2012 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota

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”).

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