AMENDED AND RESTATED
RECEIVABLES
SALE AGREEMENT 






by and between 






HARLEY-DAVIDSON CREDIT
CORP., 
as Seller 






and 






HARLEY-DAVIDSON
WAREHOUSE FUNDING CORP., 
as Purchaser 






Dated as of April 30,
2009 


















TABLE OF CONTENTS 



			
	ARTICLE I	  1
	DEFINITIONS	  1
	   SECTION 1.01.	General	  1
	
ARTICLE II	  9
	TRANSFER OF CONTRACTS; ASSIGNMENT OF AGREEMENT  	  9
	   SECTION 2.01.	Purchase, Purchase Price	  9
	   SECTION 2.02.	Assignment of Agreement	10
	
ARTICLE III	10
	CONDITIONS PRECEDENT	10
	   SECTION 3.01.	Conditions Precedent to the Effectiveness of the Agreement	10
	   SECTION 3.02.	Conditions Precedent to each Purchase: Documentation	11
	   SECTION 3.03.	Conditions Precedent to each Purchase: Other	11
	
ARTICLE IV	12
	REPRESENTATIONS AND WARRANTIES 	12
	   SECTION 4.01.	Representations and Warranties Regarding Seller	12
	   SECTION 4.02.	Representations and Warranties Regarding the Contracts in the Aggregate	15
	   SECTION 4.03.	Representations and Warranties Regarding the Contract Files	16
	
ARTICLE V	16
	PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS	16
	   SECTION 5.01.	Custody of Contracts	16
	   SECTION 5.02.	Filing	17
	   SECTION 5.03.	Name Change or Relocation	17
	   SECTION 5.04.	Costs and Expenses	17
	   SECTION 5.05.	Sale Treatment	17
	   SECTION 5.06.	Separateness from the Purchaser	18
	   SECTION 5.07.	Negative Pledge	18
	   SECTION 5.08.	Credit Policy	18
	
ARTICLE VI	19
	REPURCHASE OBLIGATION	19
	   SECTION 6.01.	Repurchases of Contract	19
	
ARTICLE VII	20
	INDEMNITIES	20
	   SECTION 7.01.	Indemnities by the Seller	20
	   SECTION 7.02.	Other Costs and Expenses	22
	   SECTION 7.03.	Liabilities to Obligors	22
	   SECTION 7.04.	Operation of Indemnities	22
	   SECTION 7.05.	Survival of Indemnities, Representations and Warranties and Remedies	22
	
ARTICLE VIII	22
	MISCELLANEOUS	22













			
	   SECTION 8.01.	Merger or Consolidation	22
	   SECTION 8.02.	Termination	23
	   SECTION 8.03.	Assignment or Delegation by the Seller	23
	   SECTION 8.04.	Amendment	23
	   SECTION 8.05.	Notices	23
	   SECTION 8.06.	Merger and Integration	23
	   SECTION 8.07.	Headings	23
	   SECTION 8.08.	Governing Law	23
	   SECTION 8.09.	No Bankruptcy Petition	23
	   SECTION 8.10.	Amendment and Restatement	24







EXHIBITS 


	Exhibit A	Form of Notice of Sale
	Exhibit B	Form of Assignment
	Exhibit C	Concentration Limits
	Exhibit D	Lockbox Agreement

















        THIS
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as amended, restated, supplemented or
otherwise modified from time to time, this “Agreement”), dated as of
April 30, 2009 is made by and between Harley-Davidson Credit Corp., a Nevada corporation,
as seller (together with its successors and assigns, the “Seller”) and
Harley-Davidson Warehouse Funding Corp., a Nevada corporation and wholly-owned subsidiary
of the Seller, as purchaser hereunder (together with its successors and assigns, the
“Purchaser”). 



        WHEREAS,
the Seller and the Purchaser are party to the Receivables Sale Agreement dated as of
December 12, 2008 (as amended, restated, supplemented or otherwise modified from time to
time prior to the date hereof, the “Initial Sale Agreement”), which sets
forth the terms and conditions pursuant to which the Seller conveys, transfers and assigns
from time to time, all of its rights, title and interest in, and the Purchaser accepts
such conveyance, transfer and assignment of, the “Contract Assets” (as
hereinafter defined); and 



        WHEREAS,
the Purchaser and Seller have, on the terms and conditions set forth herein, agreed to
amend and restate the Initial Sale Agreement in its entirety. 



        NOW,
THEREFORE, in consideration of the premises and the mutual agreements hereinafter set
forth, the Seller and the Purchaser agree as follows: 



ARTICLE I  



DEFINITIONS  



        SECTION
1.01. General. Unless otherwise defined in this Agreement, capitalized terms used
herein (including in the preamble above) shall have the meanings set forth below. If a
capitalized term is used in this Agreement and not otherwise defined herein, such term
shall have the meaning assigned thereto in the Loan Agreement (as defined below). Unless
otherwise defined herein or in the Loan Agreement, all terms used in Article 9 of the UCC
in any applicable state are used herein as defined in such Article 9.  




        “Assignment”
means an assignment executed by the Seller, substantially the form of Exhibit B
attached hereto. 



        “Closing
Date” means the date hereof. 



        “Concentration
Criterion” means each of the criteria identified in the column
“Criteria” on Exhibit C. 



        “Concentration
Limit” means (a) in respect of any Concentration Criterion, the
percentage set forth opposite such Concentration Criterion on Exhibit C and (b) such
other concentration limits as are set forth in Section 4.01(o). 



        “Contract”
means any of the Motorcycle conditional sales contracts or promissory note and security
agreements described on the Contract Schedule, and the rights to receive payments
associated therewith. 




-1- 









        “Contract
Asset” means:> 




	 	        (i)
          the Receivables and the Contracts under which the Receivables arise (including,
          without limitation, all security interests and all rights to receive payments
          which are collected pursuant thereto after the applicable Cutoff Date,
including           any liquidation proceeds therefrom, but excluding any rights to
receive payments           which were collected pursuant thereto on or prior to the
applicable Cutoff           Date),  







	 	        (ii)
          all rights of the Seller under any physical damage or other individual
insurance           policy (including a “forced placed” policy, if any),
any debt           insurance policy or any debt cancellation agreement relating to any
such           Contract, an Obligor or a Motorcycle securing such Contract,  







	 	        (iii)
          all security interests in each such Motorcycle and related goods (including
          returned or repossessed goods),  







	 	        (iv)
          all documents contained in the related Contract Files,  







	 	        (v)
          all rights of the Seller in the Lockbox Account and the Lockbox Agreement to
the           extent they relate to the Contracts,  







	 	        (vi)
          all rights (but not the obligations) of the Seller under any agreements between
          Eaglemark and the Seller to the extent they relate to the Contracts,  







	 	        (vii)
          all rights of the Seller to certain rebates of premiums and other amounts
          relating to insurance policies, debt cancellation agreements, extended service
          contracts or other repair agreements and other items, in each case, financed
          under such Contracts,  







	 	        (viii)
          all guaranties, insurance, supporting obligations and other agreements or
          arrangements of whatever character from time to time supporting or securing
          payment of such Contract,  







	 	        (ix)
          all other security interests or liens and property subject to such Contract
from           time to time, if any, purporting to secure payment of such Contract,  







	 	        (x)
          all accounts, chattel paper, instruments, payment intangibles, promissory
notes,           goods, documents, investment property and financial assets consisting
of,           arising from or related to the foregoing, and  







	 	        (xi)
          all proceeds and products of the foregoing items (i) – (x).  







        “Contract
Rate” means, as to any Contract, the annual rate of interest with respect to such
Contract. 



-2- 










        “Contract
Schedule” means the schedule of Contracts attached to the Initial Sale Agreement
and incorporated herein by this reference, which schedule (a) identifies each Contract
constituting part of the Contract Assets and the related Obligor, and (b) sets forth as to
each Contract, without limitation, (i) the account number, (ii) the Outstanding Balance as
of November 30, 2008, (iii) the origination date, (iv) the maturity date, (v) the state in
which such Contract was originated, (vi) the Contract Rate, (vii) a notation identifying
the Motorcycle secured thereunder as being new or used, (viii) as of the date the related
Obligor applied for financing, the FICO score of the related Obligor, (ix) as of the date
the related Obligor was approved for financing, the loan-to-value ratio, (x) the product
type, (xi) whether the payment obligation of the related Obligor is currently past due,
(xii) the number of times such Contract has remained delinquent for at least thirty (30)
days, (xiii) the number of times such Contract has remained delinquent for at least sixty
(60) days, (xiv) the number of times such Contract has remained delinquent for at least
ninety (90) days, (xv) the number of times such Contract has remained delinquent for at
least one hundred twenty (120) days, (xvi) the number of times such Contract has remained
delinquent for at least one hundred fifty (150) days and (xvii) the original term and the
remaining term of such Contract, as such Contract Schedule shall be deemed supplemented as
of each Purchase Date with the delivery of a Notice of Sale and accompanying Contract
Schedule Supplement by the Seller to the Purchaser. 



        “Contract
Schedule Supplement” means, in connection with any Notice of Sale, the
accompanying schedule submitted by the Seller to the Purchaser identifying the Contracts
then being proposed for sale to the Purchaser on the Purchase Date specified in such
Notice of Sale and containing information in respect of each such Contract of the type
contained in the original Contract Schedule. 



        “Credit
Policy” means, in respect of any Contract, the Seller’s origination and
underwriting procedures and practices relating to conditional sales contracts and
promissory notes and security agreements of the same general type as the Contracts, as
disclosed to the Borrower and the Syndication Agents and as in effect on the date hereof,
with such modifications as may be permitted in accordance with the terms of this
Agreement. 



        “Custodian”
means Iron Mountain Information Management, Inc. or such other custodian as shall have
been approved by the Syndication Agents. 



        “Cutoff
Date” means, (i) in respect of the Contracts identified in the original Contract
Schedule provided in connection with the Initial Sale Agreement, November 30, 2008 and
(ii) in respect of the Contracts identified in any Contract Schedule Supplement issued in
connection with a Notice of Sale on or after the date hereof, the last calendar day of the
month then most recently ended, unless otherwise agreed upon between the Syndication
Agents and the Purchaser and specified in the applicable Notice of Sale. 



        “Defaulted
Contract” means, at any time, a Contract as to which (i) more than 90 days have
elapsed since the repossession (and expiration of any redemption period) of the related
Motorcycle, (ii) the Servicer has received proceeds from the sale of the related
Motorcycle in connection with a repossession, (iii) a determination has been made by the
Servicer that all recoverable amounts have been received, or (iv) any portion of the
payments on the Outstanding Balance remain unpaid for one hundred fifty (150) or more
days. 




-3- 









        “Eaglemark”
means Eaglemark Savings Bank, a Nevada state thrift chartered as an Industrial Loan
Company that is a wholly-owned subsidiary of the Seller. 



        “Eligible
Contract” means, as of any date of determination, a Contract: 



	 	        (a)
               that is not a Contract as to which any payment or part thereof (i) remains
               unpaid for more than thirty (30) days from the due date thereof, (ii) has
               remained unpaid for more than thirty (30) days following the due date
thereof                two (2) or more times during the life of such Contract and (iii)
has at any time                during the life of such Contract remained unpaid for more
than sixty (60) days                following the due date thereof,  







	 	        (b)
               that constitutes “tangible chattel paper” within the meaning of
               Section 9-102 of the UCC of all applicable jurisdictions,  







	 	        (c)
               that (i) was originated in the United States by an Originator in the
ordinary                course of business, (ii) if originated in the state of
Pennsylvania or Maryland,                was originated by HDCC or acquired by HDCC at a
time when HDCC had, and is being                acquired by the Purchaser hereunder at a
time when the Purchaser has, all                requisite licensing and authority in such
jurisdiction; provided that if                the Syndication Agents are provided
evidence satisfactory to them that the                Borrower may acquire all right,
title and interest in and to a Contract                originated in the state of
Pennsylvania or Maryland, as applicable, by HDCC or                acquired by HDCC prior
to HDCC or the Purchaser being licensed in Pennsylvania                or Maryland, as
applicable, and will thereupon have a perfected security                interest in the
related Motorcycle, such Contract may be considered an Eligible                Contract
notwithstanding this clause (c)(ii), (iii) was not originated in
               the state of Texas (a “Texas Contract”); provided,
               however, that after an opinion of Texas counsel, in form and substance
               reasonably satisfactory to the Syndication Agents, has been delivered to
the                Syndication Agents providing that a Texas Contract is secured by a
first                priority security interest in favor of the Purchaser (and, without
notation on                the applicable certificate of title, its assignees) in the
related Motorcycle, a                Texas Contract may be considered an Eligible
Contract notwithstanding this clause (c)(iii); provided, further, that
should the Purchaser                present the Syndication Agents with evidence which in
the Syndication                Agents’ sole discretion is satisfactory in
establishing the                Purchaser’s first priority security interest in the
Texas Contracts, such                opinion of Texas counsel shall not be required and
(iv) if originated by                Eaglemark, was sold by Eaglemark to and taken into
the possession of the Seller                for value in the ordinary course of business,
free and clear of any Adverse                Claim and without any fraud or
misrepresentation on the part of Eaglemark,  







	 	        (d)
               (i) that was fully and properly executed by the parties thereto, (ii) that
               contains customary and enforceable provisions such as to render the rights
and                remedies of the holder thereof adequate for realization against the
collateral,                (iii) that is evidenced by only one original executed
Contract, which original                has been delivered to the Servicer or the
Custodian, (iv) the term of which has                not been extended, and (v) the terms
of which have not been waived, altered or                modified in any respect, except
by instruments or documents included in the                related Contract File,  








-4- 









	 	        (e)
               that (i) is a conditional sales contract or a promissory note and security
               agreement relating to the retail purchase of a Motorcycle, (ii) has an
               Outstanding Balance of at least $500, (iii) is denominated and payable
only in                Dollars, (iv) has a Contract Rate not less than 1% per annum, (v)
has an                original term of not more than eighty-four (84) months, (vi)
provides that the                Obligor shall make monthly payments of principal and
interest that (if timely                made) fully amortize the amount financed over the
term of the Contract, (vii) at                the time of the related Obligor’s
approval for financing, has a                loan-to-value ratio not more than (A) 120%,
in the case of an Obligor with a                FICO score of less than 700 and (B) 140%,
in the case of an Obligor with a FICO                score of greater than or equal to
700; provided that the Outstanding Balance of                Contracts having a
loan-to-value ratio greater than 130% may not at any time                exceed 5% of the
aggregate Outstanding Balance of all Contracts and (viii) is                not a Delta
Loan as such term is used by the Seller in its Credit Policy as in                effect
on the date hereof,  







	 	        (f)
               under which the Obligors have been instructed to make payments to a
Lockbox                Account (either directly by remitting payments to the Lockbox
Account, or                indirectly by making payments through direct debit, the
telephone or the                internet to an account of the Servicer which payments
will be subsequently                transferred from such account to the Lockbox Bank for
handling in accordance                with the Lockbox Agreement),  







	 	        (g)
               the Obligor of which (i) maintains an address in the United States, (ii)
is not                an Affiliate of any of the parties hereto, (iii) is not the United
States                government or an agency, authority, instrumentality or other
political                subdivision thereof, (iv) had, as of the date the related
Obligor was approved                for financing, a FICO score not less than 640 and (v)
has made at least one                payment on the Contract,  







	 	        (h)
               that is not a Contract (i) under which the Obligor, to the Seller’s
               knowledge, is or has been at any time since the date one year prior to the
               applicable Cutoff Date, subject to any bankruptcy proceeding or (ii)
which,                consistent with the Collection Policy, has been or should be
written off as                uncollectible,  







	 	        (i)
               (i) with respect to which the Seller, in accordance with its policies and
               procedures, has determined, as of the date of origination of such
Contract, that                the related Obligor had obtained or agreed to obtain
physical damage insurance                covering the Motorcycle and (ii) the terms of
which require that the Motorcycle                securing such Contract will be covered
by physical damage insurance for the term                of such Contract,  







	 	        (j)
               that is not assumable by another Person in a manner which would release
the                Obligor thereof from such Obligor’s obligations with respect to
such                Contract,  







	 	        (k)
               under which, (i) no default, breach, violation or event permitting
acceleration                existed with respect thereto and no event (other than a
payment default of 29                days or less) had occurred which, with notice or the
expiration of any grace                period, would constitute such a default, breach,
violation or event permitting                acceleration thereunder and (ii) the Seller
has not waived any default, breach,                violation or event permitting
acceleration,  








-5- 









	 	        (l)
               as to which (i) prior to the transfer of such Contract to the Purchaser,
the                Seller had good and marketable title, free and clear of any Adverse
Claim and                was the sole owner, with full right to transfer such Contract to
the Purchaser,                and (ii) immediately upon the purported transfer of such
Contract by the Seller                to the Purchaser in accordance with the terms
hereof, the Purchaser shall have                good and marketable title free and clear
of any Adverse Claim (other than the                security interest granted by the
Purchaser in favor of the Program Agent, for                the benefit of the Secured
Parties, pursuant to the Loan Agreement),  







	 	        (m)
               that created a valid, perfected first-priority security interest in a new
or                used Motorcycle (which has not been repossessed) in favor of the Seller
or the                Originator thereunder, which (unless originally granted to the
Seller) has been                validly assigned to the Seller and which, pursuant to
this Agreement, has been                validly assigned to the Purchaser, such that the
Purchaser has a continuing,                valid, enforceable, perfected first-priority
security interest in the Motorcycle                that is not subject to any Adverse
Claim,  







	 	        (n)
               that (i) does not require the Obligor under such Contract to consent to
the                transfer, sale or assignment of the rights and duties of the
Originator                thereunder or the Seller or any of its assignees under such
Contract, (ii) does                not contain a confidentiality provision that could
have the effect of                restricting the ability of the Purchaser or the Secured
Parties to review such                Contract and (iii) was not originated in or subject
to the laws of any                jurisdiction whose laws would make the sale, transfer
or assignment of such                Contract under this Agreement or the pledge of such
Contract under the Loan                Agreement unlawful, void or voidable,  







	 	        (o)
               that (i) is in full force and effect and constitutes the legal, valid and
               binding obligation of the related Obligor to pay the Outstanding Balance
created                thereunder and any accrued interest thereon, enforceable against
such Obligor in                accordance with its terms, except as such enforcement may
be limited by                applicable bankruptcy, insolvency, reorganization or other
similar laws                affecting creditors’ rights generally and by general
principles of equity                (regardless of whether enforcement is sought in a
proceeding in equity or at                law), and (ii) has not been satisfied or
subordinated in whole or in part or                rescinded,  







	 	        (p)
               that is not subject to any right of rescission, setoff, counterclaim or
other                defense (including defenses arising out of violations of usury laws)
and for                which the operation of any of its terms or the exercise of any
right thereunder                will not render such Contract unenforceable in whole or
in part, nor subject to                any right of rescission, setoff, counterclaim or
other defense (including                defenses arising out of violations of usury
laws).  







	 	        (q)
               that does not contravene any law, rule or regulation applicable thereto
               (including, without limitation, any federal or state law, rule or
regulation                relating to truth in lending, fair credit billing, fair credit
reporting, equal                credit opportunity, fair debt collection practices,
usury, motor vehicle                installment loans and privacy) and with respect to
which no part of such                Contract related thereto is in violation of any such
law, rule or regulation,  








-6- 









	 	        (r)
               that satisfies in all material respects all applicable requirements of the
               Credit Policy,  







	 	        (s)
               as to which the Seller has satisfied and fully performed all obligations
on its                part with respect to such Contract required to be fulfilled by it,
and no                further action is required to be performed by Eaglemark or the
Seller in order                to make the related Obligor’s payment obligation
thereunder unconditionally                due and payable,  







        (t)
               that is not a Defaulted Contract, and  




        (u)                that,
if the Obligor thereon is a resident of the State of Maryland, or the
               related Motorcycle was sold in the State of Maryland, (i) was originated
by                Eaglemark as a loan to the Obligor and was not acquired by Eaglemark as
an                installment contract or conditional sales contract, (ii) has an
original                principal balance of more than $6,000, and (iii) is (A) in a form
substantially                similar to the Eaglemark form Promissory Note (Simple
Interest) and Security                Agreement bearing the identification LEG21 1208
Revised 1/2009, (B) in another                form as may be approved as a “Maryland
Note” in an opinion of K&L                Gates (or other counsel reasonably
satisfactory to the Syndication Agents) and                substantially similar to the
opinion dated as of April 30, 2009 rendered by                K&L Gates in connection
with the Loan Agreement or (C) in a form otherwise                determined by the
Syndication Agents to be satisfactory for purposes of                eligibility as a
Contract hereunder.  




        “Eligible
Post-Sale Contract” means, at any time, any Contract, following its purchase
by the Purchaser hereunder, that (i) satisfied all the requirements to be an Eligible
Contract on its Purchase Date (or, in the case of the Contracts identified in the original
Contract Schedule provided in connection with the Initial Sale Agreement, as of the
applicable Cutoff Date) and (ii) continues to satisfy all the requirements to be an
Eligible Contract other than the requirements set forth in the following clauses of the
definition of “Eligible Contract:” clause (a) (provided that it is not a
Contract as to which any payment or part thereof remains unpaid for more than ninety (90)
days from the due date thereof and is not a Contract that has been or should, in
accordance with the Collection Policy, have been charged-off), clause (d)(iv)
(provided that any extension thereof shall have been made in accordance with the
Collection Policy), clause (e)(ii) or clause (k) (provided that the only
default, breach or violation under such Contract is a payment default, such payment
default has not continued unremedied for more than ninety (90) days from the due date
thereof and such Contract is not a Contract that has been or should, in accordance with
the Collection Policy, have been charged-off). 



        “Initial
Sale Agreement” has the meaning set forth in the preamble to this Agreement. 



        “Loan
Agreement” means the Loan and Servicing Agreement dated as of April 30, 2009, by
and among the Seller, as servicer, the Purchaser, as borrower, the commercial paper
conduits from time to time party thereto as conduit lenders, the financial institutions
from time to time party thereto as committed lenders, the financial institutions from time
to time party thereto as administrative agents and JPMorgan Chase Bank, N.A., as program
agent, as such agreement may be amended, restated, supplemented or otherwise modified from
time to time. 




-7- 









        “Lockbox
Account” means the lockbox account maintained by the Lockbox Bank and subject to
the terms of the Lockbox Agreement. 



        “Lockbox
Agreement” means that certain Fifth Amended and Restated Agreement Regarding
Lockbox Administration, dated as of November 1, 2000, among HDCC, the trust depositors
party thereto and the Lockbox Bank and acknowledged by the trustees thereunder, as the
same may have been and may be amended or supplemented from time to time, and attached
hereto as Exhibit D. 



        “Lockbox
Bank” means Bank of America, N.A. and its successors and assigns. 



        “Motorcycle”
means a new or used motorcycle manufactured by Harley-Davidson Motor Company, the sale of
which shall have given rise to a Contract. 



        “Notice
of Sale” means a written notice of a sale substantially in the form of Exhibit
A attached hereto. 



        “Purchase”
has the meaning set forth in Section 2.01(a). 



        “Purchase
Date” means the Closing Date and any subsequent date on which any Contract Asset
is acquired by the Purchaser pursuant to the terms of this Agreement. 



        “Purchase
Price” has the meaning set forth in Section 2.01(c). 



        “Purchaser”
has the meaning set forth in the preamble to this Agreement. 



        “Receivable”
means any indebtedness owed by an Obligor to the Seller (before giving effect to the sale
of such Contract hereunder) under a Contract. 



        “Repurchase
Price” means, with respect to any Contract (and the related Contract Assets), the
sum of (i) the Outstanding Balance of such Contract plus (ii) any accrued and
unpaid interest and fees related thereto. 



        “Seller”
has the meaning set forth in the preamble to this Agreement. 



        “UCC”
means the Uniform Commercial Code as from time to time in effect in the applicable
jurisdiction. 




-8- 









ARTICLE II  



TRANSFER OF CONTRACTS;
ASSIGNMENT OF AGREEMENT  



        SECTION
2.01. Purchase, Purchase Price.  




	 	        (a)
               The Contract Schedule identifies all Contracts sold and assigned by the
Seller                to the Purchaser under the Initial Sale Agreement. From time to
time hereafter                the Seller agrees to sell, transfer, assign, set over and
otherwise convey to                the Purchaser, and the Purchaser agrees to purchase
and accept from the Seller,                without recourse (except to the extent
expressly provided herein), on a Purchase                Date, such additional Contracts
and Contract Assets as may be designated to be                transferred by the Seller
to the Purchaser on such date (each such sale,                transfer and assignment, a
“Purchase”).  







	 	        (b)
               Prior to each Purchase Date, the Seller shall deliver a Notice of Sale to
the                Purchaser identifying the Contracts to be sold and/or contributed by
the Seller                to the Purchaser and the Purchase Price of such Contracts and
their related                Contract Assets to be transferred on such Purchase Date.
Each Notice of Sale                shall be accompanied by an executed Assignment and a
Contract Schedule                Supplement setting forth a list of the Contracts being
transferred by the Seller                to the Purchaser on such Purchase Date and
containing the requisite details in                respect of each such Contract. The
Seller shall provide the Purchaser such                additional information relating to
such Contracts as the Purchaser may                reasonably request, including, without
limitation any information as may be                required to demonstrate that such
Contracts are Eligible Contracts. From and                after such Purchase Date, the
Contracts identified on the Contract Schedule                Supplement attached to such
Notice of Sale together with their related Contract                Assets shall be deemed
to be Contract Assets hereunder.  







	 	        (c)
               The “Purchase Price” for the Contracts and the other
Contract                Assets that are conveyed to the Purchaser under this Agreement on
any Purchase                Date shall be an amount equal to 100% of the Outstanding
Balance of the                Contracts being sold on such Purchase Date, as adjusted at
or prior to such                Purchase Date to reflect such factors, if any, as the
Seller and the Purchaser                mutually agree and represent will result in a
Purchase Price determined to be                the fair market value of such Contracts
and other Contract Assets. The Purchase                Price shall be paid by the
Purchaser to the Seller on the related Purchase Date                in cash or, with the
consent of the Seller (i) by a contribution to the capital                of the
Purchaser or (ii) any combination of cash and such a capital                contribution.  







	 	        (d)
               Although the Seller and the Purchaser agree that any such transfer is
intended                to be a sale of ownership in the Contract Assets, or a
contribution of capital,                rather than the mere granting of a security
interest to secure a borrowing, in                the event such transfer is deemed to be
of a mere security interest to secure                indebtedness (a “Recharacterization”),
the Seller shall be                deemed to have granted, and the Seller hereby grants,
to the Purchaser a                perfected first priority security interest in the Seller’s
right, title and                interest in and to such Contract Assets and this
Agreement shall constitute a                security agreement under applicable law. In
the case of any Recharacterization,                each of the Seller and the Purchaser
represents and warrants as to itself that                each remittance of Collections
in respect of the Contracts to the Purchaser will                have been (i) in payment
of a debt incurred by the Seller in the ordinary course                of business or
financial affairs of the Seller and the Purchaser and (ii) made                in the
ordinary course of business or financial affairs of the Seller and the
               Purchaser.  








-9- 









        SECTION
2.02. Assignment of Agreement. The Seller acknowledges that, pursuant to the Loan
Agreement, the Purchaser will grant to the Program Agent, for the benefit of the Secured
Parties, a security interest in all of its right, title and interest in and to the
Contract Assets and its right to exercise any and all of its remedies hereunder,
including without limitation, its remedies under Section 6.01 hereof. The Seller
consents to such grant. The Seller acknowledges and agrees that the Secured Parties may
enforce directly, without joinder of the Purchaser, the obligations of the Seller set
forth herein, all in accordance with and subject to the conditions set forth in the Loan
Agreement. Without limiting the generality of the foregoing, the Purchaser hereby
authorizes the Program Agent to make demand and the Seller to honor any such demand, and
the Seller hereby agrees to honor any such demand made by the Program Agent, at any time
for payment on any claim of the Purchaser under Article VI or VII hereof.  




ARTICLE III  



CONDITIONS PRECEDENT  



        SECTION
3.01. Conditions Precedent to the Effectiveness of the Agreement.  On or before
the Closing Date, 




	 	        (a)
          The Seller shall deliver or cause to be delivered to the Purchaser each of the
          following:  







	 	        (i)
          A certificate of an officer of the Seller in form and substance reasonably
          satisfactory to the Purchaser;  







	 	        (ii)
          An opinion of counsel for the Seller in form and substance reasonably
          satisfactory to the Purchaser;  







	 	        (iii)
          Copies of resolutions of the Board of Directors of the Seller or of the
          Executive Committee of the Board of Directors of the Seller approving the
          execution, delivery and performance of this Agreement and the transactions
          contemplated hereunder, certified in each case by the Secretary or an Assistant
          Secretary of the Seller;  







	 	        (iv)
          Officially certified recent evidence of due incorporation and good standing of
          the Seller under the laws of Nevada; and  







	 	        (v)
          Evidence of proper filing with the appropriate office in Nevada (i) a UCC-1
          financing statement naming the Seller as debtor, the Purchaser as assignor
          secured party, the Program Agent as assignee secured party and identifying the
          Contract Assets as collateral and (ii) a UCC-1 financing statement naming the
          Purchaser as debtor, the Program Agent as secured party, and listing the
          Contract Assets as collateral.  








-10- 









	 	        (b)
          Each of the conditions precedent to the effectiveness of the Loan Agreement
          shall have been satisfied or waived.  







        SECTION
3.02. Conditions Precedent to each Purchase: Documentation. The Purchaser’s
obligation to pay for any Contract Assets on any Purchase Date shall be subject to the
condition precedent that on or prior to such Purchase Date it shall have received each of
(or satisfactory confirmation of) the following:  




	 	        (a)
               a Notice of Sale together with the related Contract Schedule Supplement
               identifying the Contract Assets to be transferred on such Purchase Date;  







	 	        (b)
               an Assignment dated as of such Purchase Date and executed by the Seller;  







	 	        (c)
               the Records related to the Contract Assets that are the subject of such
Purchase                have been delivered to the Servicer or the Custodian for the
benefit of the                Purchaser and the Secured Parties and such Records, if
delivered to the                Custodian, remain subject to the terms and conditions of
the Custody Agreement;                and  







	 	        (d)
               such other information relating to such Contract Assets as the Purchaser
or any                Secured Party may have reasonably requested.  







        SECTION
3.03. Conditions Precedent to each Purchase: Other. The Purchaser’s
obligation to pay for any Contract Assets on any Purchase Date shall be subject to the
further conditions precedent that (a) the Termination Date shall not have occurred, (b)
no Event of Termination shall have occurred and be continuing, (c) each Contract to be
transferred on such Purchase Date constitutes an Eligible Contract as of its respective
Cutoff Date, (d) each of the representations and warranties set forth in Article IV is
true and correct in all material respects on such Purchase Date (except for those
representations and warranties which are specifically made only as of a specific date,
which such representations and warranties shall be correct on and as of the date made),
and (e) the Seller is in compliance in all material respects with the covenants set forth
in Article V. The acceptance by the Seller of the Purchase Price in connection
with any Purchase shall be deemed to be a representation and warranty by the Seller that
immediately prior to and upon giving effect to such Purchase each of the foregoing
conditions precedent shall have been satisfied.  




        It
is expressly understood that each Purchase shall, unless otherwise directed by the Program
Agent on behalf of the Secured Parties, occur automatically on each Purchase Date without
the requirement that any further action be taken on the part of any Person and
notwithstanding the failure of the Seller to satisfy any of the foregoing conditions
precedent in respect of such Purchase. The failure of the Seller to satisfy any of the
foregoing conditions precedent in respect of any Purchase shall give rise to a right of
the Purchaser, which right may be exercised at any time on the demand of the Program
Agent, to rescind the related Purchase in respect of any affected Contract or Contract
Assets and direct the Seller to pay to the Purchaser, for the benefit of the Program Agent
and the Secured Parties, an amount equal to the Repurchase Price of such Contracts and
Contract Assets pursuant to the terms set forth in Article VI. 



-11- 










ARTICLE IV  



REPRESENTATIONS AND
WARRANTIES  



        The
Seller makes the following representations and warranties, on which the Purchaser will
rely in purchasing the Contract Assets and in concurrently pledging the same to the
Lenders, and on which the Lenders will rely under the Loan Agreement. The representation
and warranties shall survive the pledge of the Contracts to the Secured Parties. 



        SECTION
4.01. Representations  and  Warranties  Regarding  Seller.  The Seller  represents
 and  warrants,  as of the execution and delivery of this Agreement and as of each
Purchase Date that: 




	 	        (a)
Organization and Good Standing. The Seller is a corporation duly
               organized, validly existing and in good standing under the laws of the
               jurisdiction of its organization and has the corporate power to own its
assets                and to transact the business in which it is currently engaged. The
Seller is                duly qualified to do business as a foreign corporation and is in
good standing                in each jurisdiction in which the character of the business
transacted by it or                properties owned or leased by it requires such
qualification and in which the                failure so to qualify would have a material
adverse effect on the business,                properties, assets, or condition
(financial or otherwise) of the Seller or the                Purchaser. The Seller is
properly licensed in each jurisdiction to the extent                required by the laws
of such jurisdiction to own, sell and transfer the                Contracts in accordance
with the terms of this Agreement, except where the                failure to be so
licensed would not have a material adverse effect on the                business,
properties, assets or condition (financial or otherwise) of the                Seller.  







	 	        (b)
Authorization; Binding Obligation. The Seller has the power and authority
               to make, execute, deliver and perform this Agreement and all of the
transactions                contemplated hereunder, and has taken all necessary corporate
action to                authorize the execution, delivery and performance of this
Agreement. This                Agreement constitutes the legal, valid and binding
obligation of the Seller                enforceable in accordance with its terms, except
as enforcement of such terms                may be limited by bankruptcy, insolvency or
similar laws affecting the                enforcement of creditors’ rights generally
and by the availability of                equitable remedies.  







	 	        (c)
No Consent Required. The Seller is not required to obtain the consent of
               any other party or any consent, license, approval or authorization from,
or                registration or declaration with, any governmental authority, bureau or
agency                in connection with the transfer of the Contract Assets hereunder,
or the                execution, delivery, performance, validity or enforceability of
this Agreement,                except for (i) such consents, licenses, approvals or
authorizations as have                already been obtained and (ii) those consents,
licenses, approvals or                authorizations which the failure to obtain would
not have a material adverse                effect on the business, properties, assets or
condition (financial or otherwise)                of the Seller.  








-12- 









	 	        (d)
No Violations. The execution, delivery and performance by the Seller of
               this Agreement, and the consummation of the transactions contemplated
hereby,                will not violate any provision of any existing law or regulation
or any order or                decree of any court or of any Federal or state regulatory
body or administrative                agency having jurisdiction over the Seller or any
of its properties or the                Articles of Incorporation or Bylaws of the
Seller, or constitute a breach of any                mortgage, indenture, material
contract or other material agreement to which the                Seller is a party or by
which the Seller or any of the Seller’s properties                may be bound, or
result in the creation or imposition of any security interest,                lien,
charge, pledge, preference, equity or encumbrance of any kind upon any of
               its properties pursuant to the terms of any such mortgage, indenture,
contract                or other agreement, other than as contemplated by the Facility
Documents.  







	 	        (e)
Litigation. No litigation or administrative proceeding of or before any
               court, tribunal or governmental body is currently pending, or to the
knowledge                of the Seller threatened in writing, against the Seller or any
of its properties                (i) with respect to this Agreement, or (ii) which could
reasonably be likely to                have a material adverse effect on the business,
properties, assets or condition                (financial or other) of the Seller or the
transactions contemplated by this                Agreement.  







	 	        (f)
State of Incorporation; Name; No Changes. The Seller’s state of
               incorporation is the State of Nevada. The Seller’s exact legal name
is as                set forth in the first paragraph of this Agreement. The Seller has
not changed                its name whether by amendment of its Articles of
Incorporation, by                reorganization or otherwise, and has not changed its
state of incorporation,                within the four months preceding the Closing Date.  







	 	        (g)
Solvency. The Seller, after giving effect to the conveyances made by it
               hereunder, is Solvent.  







	 	        (h)
Accuracy of Information. All written information (other than projected
               financial information) heretofore furnished by the Seller to the Purchaser
(or                its assigns) for purposes of or in connection with this Agreement or
any                transaction contemplated hereby is, and all such written information
regarding                any Contract Assets which relates to (i) actions or omissions of
the Seller on                or prior to such Purchase Date in respect of such Contract
Assets or (ii) the                characteristics or other facts or circumstances in
respect of such Contract                Assets as of any date on or prior to the such
Purchase Date, hereafter furnished                by the Seller to the Purchaser (or its
assigns) in connection with this                Agreement will be true and accurate in
all material respects on the date such                information is stated or certified
and does not and will not contain any                material misstatement of fact or
omit to state a material fact or any fact                necessary to make the statements
contained therein not materially misleading as                of the date such
information is stated or certified; provided, that, with                respect to
projected financial information, the Seller represents only that such
               information was prepared in good faith upon assumptions believed to be
               reasonable at the time (it being understood that the actual results may
vary                from the projected financial information).  







-13- 










	 	        (i)
Compliance with Law. The Seller has complied in all respects with all
               applicable laws, rules, regulations, orders, writs, judgments,
injunctions,                decrees or awards to which it may be subject, except where
the failure to so                comply could not reasonably be expected to have a
material adverse effect on the                business, properties, assets or condition
(financial or otherwise) of the                Seller.  







	 	        (j)
Payments to the Seller. With respect to each Purchase hereunder, the
               Purchase Price received by the Seller in respect thereof constitutes
reasonably                equivalent value in consideration therefor and such transfer of
the related                Contract Assets was not made for or on account of an
antecedent debt. No                transfer by the Seller of any Contract Assets
hereunder is or may be voidable                under any section of the Bankruptcy Reform
Act of 1978 (11 U.S.C. §§               101 et seq.), as amended.  







	 	        (k)
Investment Company Act. The Seller is not an “investment
               company” within the meaning of the Investment Company Act of 1940, as
               amended, or any successor statute.  







	 	        (l)
Eligible Contract. Each Contract identified on the Contract Schedule
               constitutes an Eligible Contract as of its respective Cutoff Date. As of
the                date hereof, a sufficient number of the Contracts identified in the
original                Contract Schedule provided in connection with the Initial Sale
Agreement remain                Eligible Contracts such that the “Borrowing Base” exceeds
the                “Aggregate Principal Balance” (as each such term is defined
in the                Loan Agreement) after giving effect to the initial loans and
advances being made                thereunder.  







	 	        (m)
Contract Schedule. The information set forth on the Contract Schedule is
               true, complete and correct in all material respects as of, in the case of
each                Contract identified therein, its respective Cutoff Date, except with
respect to                the information regarding (i) the FICO score of the related
Obligor, which shall                have been true, complete and correct as of the date
the related Obligor applied                for financing, and (ii) the loan-to-value
ratio of the related Contract, which                shall have been true, complete and
correct as of the date the related Obligor                was approved for financing.  







	 	        (n)
Lockbox Bank. The Lockbox Bank is the only institution holding any
               deposit account or any other account for receipt of payments from Obligors
               (except as otherwise contemplated by clause (f) of the definition of
Eligible                Contract), and no person claiming through or under the Seller has
any claim or                interest in the Lockbox Account other than the Lockbox Bank;
provided,                however, that other “Trusts” (as defined in the
Lockbox                Agreement), the Seller, the Purchaser and, to the extent that
Eaglemark or a                dealer repurchases any Contract or similar contract,
Eaglemark or such dealer                shall have an interest in certain other
collections therein not related to the                Contracts. A true and correct copy
of the Lockbox Agreement is attached hereto                as Exhibit D.  







-14- 










	 	        (o)
Concentration Limits. As of any Purchase Date:  








	 	        (i)
               With respect to each Concentration Criterion, the aggregate Outstanding
Eligible                Balance of all Contracts on the Contract Schedule that have an
original term,                have an Obligor in a specified State or in respect of which
such Concentration                Criterion otherwise applies, as a percentage of the
aggregate Outstanding                Eligible Balance of all Contracts, does not exceed
the Concentration Limit for                such Concentration Criterion.  







	 	        (ii)
               The weighted average FICO score, as of the respective dates of application
for                financing of the related Obligors, in respect of the Contracts on the
Contract                Schedule, as determined on the basis of the Outstanding Eligible
Balance of such                Contracts, is not less than 715.  







	 	        (iii)
               The weighted average loan-to-value ratio, as of the respective dates of
approval                for financing of the related Obligors, in respect of the
Contracts on the                Contract Schedule, as determined on the basis of the
Outstanding Eligible                Balance of such Contracts, is not more than 105%.  







	 	        (p)
Compliance with the Contracts, the Credit Policy and the Collection
               Policy. The Seller has (i) fully performed and complied in all
material                respects with all provisions, covenants and other promises
required to be                observed by it under the Contracts transferred hereunder
and (ii) complied, at                all times prior to the Purchase Date thereof, in all
material respects with the                Credit Policy and the Collection Policy (as
defined in the Loan Agreement) with                regard to each such Contract.  







	 	        (q)
Insurance Payments. The Seller is not obligated to, and does not, pay any
               premiums or any other amounts in connection with any insurance policy,
surety                bond or other credit source relating to the Contract Assets. The
Seller is not                obligated to, and does not, pay any amounts in connection
with any swap, hedge                or other derivative agreement on behalf of the
Purchaser or any holder of an                interest relating to the Contract Assets.  







	 	        (r)
Seller’s Intent. The Seller has not entered into any transaction
               hereunder for the purpose or with the intent of absorbing losses that
would                otherwise be borne by the Purchaser or any other party to the
Facility                Documents.  







        SECTION
4.02. Representations and Warranties  Regarding the Contracts in the Aggregate.
 The Seller represents and warrants,  as of the execution and delivery of this Agreement
and as of each Purchase Date that: 




	 	        (a)
Notice of Sale. The information set forth in each Notice of Sale is true
               and accurate as of the related Purchase Date.  







-15- 










	 	        (b)
Marking Records. The Seller has caused the Computer File relating to the
               Contracts sold hereunder and concurrently pledged by the Purchaser to the
               Secured Parties to be clearly and unambiguously marked to indicate that
such                Contracts constitute part of the Contract Assets, are owned by the
Purchaser and                constitute security for the Loans.  







	 	        (c)
True Sale. The transactions contemplated by this Agreement constitute an
               absolute sale, capital contribution, transfer and assignment from the
Seller to                the Purchaser of all of the Seller’s right, title and
interest in the                Contract Assets as of, in the case of any such Contract
Assets, its related                Purchase Date.  







	 	        (d)
All Filings Made. (i) All filings (including, without limitation, UCC
               filings) required to be made and actions required to be taken or performed
in                any jurisdiction to give the Purchaser a first priority perfected lien
on, or                ownership interest in, the Contracts and the proceeds thereof and
in the other                Contract Assets have been made, taken or performed; (ii)
other than the filings                permitted under clause (i) above, no other
consensual filings of                financing statements have been made against the
Seller; and (iii) to the                Seller’s knowledge, no non-consensual
filings of financing statements have                been filed which describe any
interest in the Contracts or any Contract Assets.  







        SECTION
4.03. Representations and Warranties Regarding the Contract Files. The Seller
represents and warrants, as of the execution and delivery of this Agreement and as of
each Purchase Date:  




	 	        (a)
Possession. Immediately prior to the related Purchase Date, the Servicer
               or the Custodian, will have possession of each original Contract and the
related                complete Contract File transferred hereunder. As of such Purchase
Date, each of                the documents which is required to be signed by the Obligor
has been signed by                the Obligor in the appropriate spaces, all blanks on
any form have been properly                filled in and each form has otherwise been
correctly prepared in all material                respects. The complete Contract File
for each Contract listed on the Contract                Schedule delivered on such
Purchase Date is in the possession of the Servicer or                the Custodian.  







	 	        (b)
Bulk Transfer Laws. The transfer, assignment and conveyance of the
               Contracts and the Contract Files by the Seller pursuant to this Agreement
is not                subject to the bulk transfer or any similar statutory provisions in
effect in                any applicable jurisdiction.  







ARTICLE V  



PERFECTION OF TRANSFER
AND PROTECTION OF SECURITY INTERESTS  



        SECTION
5.01. Custody of Contracts. The contents of each Contract File relating to the
Contract Assets conveyed hereunder shall be held by the Servicer or the Custodian, for
the benefit of the Purchaser as the owner thereof in accordance with this Agreement.  




-16- 










        SECTION
5.02. Filing. The Seller has caused the UCC financing statement(s) referred to in
Section 3.01(a)(v)hereof to be filed and from time to time the Seller shall take
and cause to be taken such actions and execute such documents as are necessary or
desirable or as the Purchaser may reasonably request to perfect and protect the Purchaser’s
ownership interest in the Contract Assets against all other Persons, including, without
limitation, the filing of financing statements, amendments thereto and continuation
statements, the prompt termination of any non-consensual financing statements that
describe any interest in the Contracts or any Contract Assets, the execution of transfer
instruments and the making of notations on or taking possession of all records or
documents of title constituting Contract Assets. The Seller authorizes the Purchaser to
file financing statements describing the Contract Assets as collateral. All financing
statements filed or to be filed against the Seller in favor of the Purchaser in
connection herewith describing the Contract Assets as collateral shall contain a
statement to the following effect: “A purchase of or security interest in any
collateral described in this financing statement, except as permitted in the Amended and
Restated Receivables Sale Agreement, will violate the rights of the Secured Party.” 




        SECTION
5.03. Name Change or Relocation. (a) During the term of this Agreement, the Seller
shall not change its name, identity or structure or state of incorporation without first
giving at least 30 days’ prior written notice to the Purchaser and the Program
Agent.  




        (b)
          If any change in the Seller’s name, identity or structure or other action
          would make any financing or continuation statement or notice of ownership
          interest or lien filed under this Agreement seriously misleading within the
          meaning of applicable provisions of the UCC or any title statute, the Seller,
no           later than five days after the effective date of such change, shall file
such           amendments as may be required to preserve and protect the Purchaser’s
          interests in the Contract Assets and proceeds thereof. In addition, the Seller
          shall not change its state of incorporation unless it has first taken such
          action as is advisable or necessary to preserve and protect the Purchaser’s
          interest in the Contract Assets. Promptly after taking any of the foregoing
          actions, the Seller shall deliver to the Purchaser and the Program Agent an
          opinion of counsel stating that, in the opinion of such counsel, all financing
          statements or amendments necessary to preserve and protect the interests of the
          Purchaser in such of the Contract Assets as may be perfected by filing a
          financing statement under the applicable UCC have been filed, and reciting the
          details of such filing.  





        SECTION
5.04. Costs and Expenses. The Seller agrees to pay all reasonable costs and
disbursements in connection with the perfection and the maintenance of perfection, as
against all third parties, of the Purchaser’s right, title and interest in and to
the Contract Assets (including, without limitation, the security interest in the
Motorcycles related thereto).  




        SECTION
5.05. Sale Treatment.Each of the Seller and the Purchaser shall treat each
transfer of Contract Assets to the Purchaser as a sale or capital contribution for all
purposes, although the Seller and the Purchaser acknowledge that the consolidated
financial statements of the Seller and the Purchaser shall be prepared in accordance with
generally accepted accounting principles and, as a result of the consolidation required
by generally accepted accounting principles, the transfers will be reflected as a
financing by the Seller in its consolidated financial statements; provided, however,
that (i) appropriate notations shall be made in any such consolidated financial
statements (or in the accompanying notes) to indicate that the Purchaser is a separate
legal entity from the Seller and to indicate that the Purchaser’s assets and credit
are not available to satisfy the debts and other obligations of the Seller, (ii) such
assets shall also be listed separately on any balance sheet of the Purchaser prepared on
a stand alone basis, and (iii) following the occurrence of any Insolvency Event in
respect of the Seller, the Contracts and Contract Assets purportedly conveyed to the
Purchaser hereunder would not constitute part of the Seller’s estate in bankruptcy.  




-17- 










        SECTION
5.06. Separateness from the Purchaser. The Seller acknowledges that the Secured
Parties are entering into the transactions contemplated by the Loan Agreement and the
other Facility Documents in reliance upon the Purchaser’s identity as a legal entity
that is separate from the Seller and any Affiliates thereof. Therefore, from and after
the date of execution and delivery of this Agreement, the Seller (as the sole shareholder
of the Purchaser) will take all reasonable steps including, without limitation, all steps
that the Purchaser or any assignee of the Purchaser may from time to time reasonably
request to maintain the Purchaser’s identity as a separate legal entity and to make
it manifest to third parties that the Purchaser is an entity with assets and liabilities
distinct from those of the Seller and any Affiliates thereof and not just a division of
the Seller. Without limiting the generality of the foregoing and in addition to the other
covenants set forth herein, the Seller (i) will not hold itself out to third parties as
liable for the debts of the Purchaser nor purport to own the Contract Assets and other
assets acquired by the Purchaser, (ii) will take all other actions necessary on its part
(as the sole shareholder of the Purchaser) to ensure that the Purchaser is at all times
in compliance with the covenants set forth in Section 5.01(i) of the Loan Agreement and
(iii) will conduct all business between the Seller and the Purchaser on an arm’s-length
basis. The Seller agrees to take or refrain from taking or engaging in with respect to
the Purchaser each of the actions or activities specified in the “substantive
consolidation” opinion of Foley & Lardner LLP (or in any related certificate of
the Seller) delivered on the Closing Date, upon which the conclusions expressed therein
are based.  




        The
Seller also acknowledges that it will agree to serve as initial Servicer of the Contracts
and the other Contract Assets after the same have been sold to the Purchaser hereunder. In
its capacity as Servicer, HDCC will make representations, warranties, covenants and
indemnities under the Loan Agreement for the benefit of the Secured Parties. 



        SECTION
5.07. Negative Pledge. The Seller will not sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any option with respect to, or create or
suffer to exist any Adverse Claim upon (including, without limitation, the filing of any
financing statement) or with respect to, any Contract Asset, or assign any right to
receive income with respect thereto (other than, in each case, the creation of the
interests therein in favor of the Purchaser provided for herein), and the Seller will
defend the right, title and interest of the Purchaser in, to and under any of the
foregoing property, against all claims of third parties claiming through or under the
Seller.  




        SECTION
5.08. Credit Policy. The Seller shall provide written notice to the Purchaser not
less than five (5) Business Days prior to the effectiveness of any material change in or
material amendment to the Credit Policy that relates to or otherwise affects Motorcycle
conditional sales contracts or promissory note and security agreements of the type
contemplated to be sold or assigned as Contracts hereunder. If any change in or amendment
to the Credit Policy could reasonably be likely to adversely affect the collectibility of
the Contracts generally, such change or amendment shall not be given effect without the
prior consent of the Purchaser.  





-18- 









ARTICLE VI  



REPURCHASE OBLIGATION  



        SECTION
6.01. Repurchases of Contract.  (a)  The Seller hereby agrees, that if on any day: 




	 	        (i)
               it shall be determined that any representation or warranty of the Seller
set                forth in Section 4.01(l), (m), (n) or (o) or
in Section 4.02(a) or (c) (disregarding for this purpose any
               qualification in any such provisions of “to the Seller’s
               knowledge” or words of like import) was not true and accurate as of
the                applicable Purchase Date;  







	 	        (ii)
               in the case of any representation or warranty of the Seller identified in
clause (i) above that is made in reference to (or uses, directly or
               indirectly, any defined term that makes reference to) a Cutoff Date, the
date of                approval for financing of the related Obligor, the date the
related Obligor                applied for financing or any other date that is earlier
than the Purchase Date                related thereto, it shall be determined that had
such representation or warranty                instead been made in reference to (or had
such defined term instead made                reference to) such Purchase Date, such
representation and warranty would not                have been true and accurate as of
such Purchase Date; or  







	 	        (iii)
               it shall be determined that any other representation or warranty of the
Seller                set forth in Article IV was not true and accurate as of any
Purchase Date                and the failure of such representation and warranty to be
true and accurate as                of such Purchase Date has impaired or diminished in
any material respect (x) the                right, title or interest of the Purchaser
purportedly created hereunder in any                Contract or Contract Asset or (y) the
value or collectibility of any such                Contract or Contract Asset,  







then the Seller shall repurchase each
affected Contract (together with all related Contract Assets) conveyed on the applicable
Purchase Date, at the Repurchase Price for such affected Contract, not later than the
Settlement Date under the Loan Agreement immediately following the date that the Seller
shall have first become or been made aware of the event or circumstance giving rise to
such repurchase obligation. 



        (b)
          With respect to any Contract Assets which have been repurchased by the Seller
          pursuant to clause (a) above, the Purchaser shall, on the Settlement
Date           on which such repurchase occurs and at the expense of the Seller (i)
without           recourse, retransfer to the Seller all of its right, title and interest
in, to           and under the affected Contract Assets and all proceeds of the
foregoing, and           (ii) execute any and all instruments, certificates and other
documents           reasonably necessary or advisable to effect such retransfer.  




-19- 










ARTICLE VII  



INDEMNITIES  



        SECTION
7.01. Indemnities by the Seller. (a) Without limiting any other rights that the
Purchaser may have hereunder or under applicable law, the Seller hereby agrees to
indemnify (and pay upon demand to) the Purchaser and its officers, directors, agents and
employees (each, an “Indemnified Party”) from and against any and all
damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts
payable, including reasonable attorneys’fees (which attorneys may be employees of
the Purchaser) and disbursements (all of the foregoing being collectively referred to as
“Indemnified Amounts”) awarded against or incurred by any of them
arising out of or by reason of (i) the Seller’s failure to perform any of its
duties, covenants or other obligations in accordance with the provisions of this
Agreement, (ii) any representation or warranty made by the Seller (or any officers of the
Seller) under or in connection with this Agreement or any other written information or
report delivered by the Seller pursuant hereto or thereto, which shall have been false or
incorrect when made or deemed made, (iii) any products liability, personal injury or
damage suit, or other similar claim arising out of or in connection with any Motorcycle
or other merchandise, insurance or services provided by the Seller or any of its
Affiliates and that are the subject of any Contract Asset, (iv) any taxes that may at any
time be asserted against any Indemnified Party as a result of or relating to the sale
contemplated herein, including any sales, gross receipts in respect of the Contracts,
gross margin, general corporation, tangible personal property, Illinois personal property
replacement privilege or license taxes and costs, expenses and reasonable counsel fees in
defending against the same, whether arising by reason of the acts to be performed by the
Seller under this Agreement or imposed against the Purchaser or otherwise, or (v) any
Contract being determined to not constitute an Eligible Contract as of the applicable
Purchase Date, including without limitation, Indemnified Amounts based on or resulting
from:  




	 	        (i)
          the failure by the Seller to comply with any applicable law, rule or regulation
          with respect to any Contract Asset related thereto, or the nonconformity of any
          Contract Asset with any such applicable law, rule or regulation or any failure
          of the Seller to keep or perform any of its obligations, express or implied,
          with respect to any Contract;  







	 	        (ii)
          any dispute, claim, offset or defense of the Obligor (other than discharge or
          stay in bankruptcy of the Obligor) to the payment of any Contract (including,
          without limitation, a defense based on such Contract not being a legal, valid
          and binding obligation of such Obligor enforceable against it in accordance
with           its terms), or any other claim resulting from the sale of the Motorcycle
or           other merchandise or service provided by the Seller or any of its Affiliates
and           related to such Contract Asset or the furnishing or failure to furnish such
          merchandise or services;  







	 	        (iii)
          the commingling of Contract Assets with other funds of the Seller;  








-20- 









	 	        (iv)
          any investigation, litigation or proceeding related to or arising from this
          Agreement, the transactions contemplated hereby, the use of the proceeds of the
          purchase hereunder, the ownership of the Contract Assets or any other
          investigation, litigation or proceeding relating to the Seller in which any
          Indemnified Party becomes involved as a result of any of the transactions
          contemplated hereby;  







	 	        (v)
          any inability to litigate any claim against any Obligor in respect of any
          Contract Asset as a result of such Obligor being immune from civil and
          commercial law and suit on the grounds of sovereignty from any legal action,
          suit or proceeding;  







	 	        (vi)
          any failure to vest and maintain vested in the Purchaser, or to transfer to the
          Purchaser, legal and equitable title to, and ownership of, the Contract Assets,
          free and clear of any Adverse Claim;  







	 	        (vii)
          the failure to have filed, or any delay in filing, financing statements or
other           similar instruments or documents under the UCC of any applicable
jurisdiction or           other applicable laws with respect to the Contract Assets, and
the proceeds of           any thereof in accordance with this Agreement, whether at the
time of the           purchase or at any subsequent time;  







	 	        (viii)
          with respect to any Contract, (x) any action by the Seller, (y) any failure by
          the Seller to take any action required by law or (z) any failure by the Seller
          to take any action necessary to eliminate the appearance of the Seller being
the           owner of or having rights in such Contract, which action or failure reduces
or           impairs the rights of the Purchaser with respect to such Contract or the
value           of such Contract; and  







	 	        (ix)
          any attempt by the Seller or any of its Affiliates to void the purchase
          hereunder under statutory provisions or common law or equitable action.  







        (b)
          Notwithstanding anything to the contrary contained in Section 7.01(a),
          the Seller shall have no obligation to indemnify (and shall not indemnify) any
          Indemnified Party for:  




	 	        (i)
          Indemnified Amounts to the extent that such Indemnified Amounts resulted from
          gross negligence or willful misconduct on the part of the Indemnified Party
          seeking indemnification;  







	 	        (ii)
          Indemnified Amounts to the extent the same includes losses in respect of
          Contract Assets that are uncollectible on account of the insolvency, bankruptcy
          or lack of creditworthiness of the related Obligor, or diminution in the value
          of the Contract Assets other than as a result of the acts or omissions of the
          Seller, in each case at any time following the Purchase Date related thereto;
or  







	 	        (iii)
          Franchise taxes imposed upon any Indemnified Party or taxes imposed by the
          federal government or jurisdiction in which such Indemnified Party’s
          principal executive office is located, on or measured by the overall net income
          of such Indemnified Party.  







-21- 










        SECTION
7.02. Other Costs and Expenses. The Seller shall pay to the Purchaser on demand
all reasonable costs and out-of-pocket expenses in connection with the preparation,
execution, delivery and administration of this Agreement and the transactions
contemplated hereby. The Seller shall pay to the Purchaser on demand any and all
reasonable costs and expenses of the Purchaser, if any, including reasonable counsel fees
and expenses in connection with the enforcement of this Agreement and any transactions
contemplated hereby (including any amendments hereto or thereto) delivered hereunder and
in connection with any restructuring or workout of this Agreement or the administration
of this Agreement.  




        SECTION
7.03. Liabilities to Obligors. No obligation or liability to any Obligor under any
of the Contracts is intended to be assumed by the Purchaser or any of the Secured Parties
under or as a result of this Agreement and the transactions contemplated hereby.  




        SECTION
7.04. Operation of Indemnities. Indemnification under this Article VII shall
include, without limitation, reasonable fees and expenses of counsel and expenses of
litigation. If the Seller has made any indemnity payments to the Purchaser pursuant to
this Article VII and the Purchaser thereafter collects any of such amounts from
others, the Purchaser will repay such amounts collected to the Seller, except that any
payments received by the Purchaser from an insurance provider as a result of the events
under which the Seller’s indemnity payments arose shall be repaid prior to any
repayment of the Seller’s indemnity payment.  




        SECTION
7.05. Survival of Indemnities, Representations and Warranties and Remedies. The
obligations of the Seller under this Article VII, the representations and
warranties made by the Seller under Article IV, and the remedies against the
Seller under Article VI shall survive the termination of this Agreement and each
of the other Facility Documents.  




ARTICLE VIII  



MISCELLANEOUS  



        SECTION
8.01. Merger or Consolidation. (a) Except as otherwise provided in this Section
8.01, the Seller will keep in full force and effect its existence, rights and
franchises as a Nevada corporation, and will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement and of
any of the Contracts and to perform its duties under this Agreement.  




        (b)
          Any person into which the Seller may be merged or consolidated, or any
          corporation or other entity resulting from such merger or consolidation to
which           the Seller is a party, or any person succeeding to the business of the
Seller,           shall be the successor to the Seller hereunder, without the execution
or filing           of any paper or any further act on the part of any of the parties
hereto,           anything herein to the contrary notwithstanding.  





-22- 








         



        SECTION
8.02. Termination.  This Agreement shall  terminate on any date mutually  agreed
by the Purchaser and the Seller  following the Final Collection Date. 




        SECTION
8.03. Assignment or Delegation by the Seller. Except as specifically authorized
hereunder, the Seller may not convey and assign or delegate any of its rights or
obligations hereunder absent the prior written consent of the Purchaser and the Program
Agent, and any attempt to do so without such consent shall be void.  




        SECTION
8.04. Amendment. (a) This Agreement may be amended from time to time by the Seller
and the Purchaser and, if the Loan Agreement has not been previously terminated, with the
consent of the requisite Lenders or agents specified in the Loan Agreement (such consent
not to be unreasonably withheld or delayed).  




        (b)
          Upon the execution of any amendment or consent pursuant to this Section
          8.04, this Agreement shall be modified in accordance therewith, and such
          amendment or consent shall form a part of this Agreement for all purposes, and
          each of the Seller and the Purchaser shall be bound thereby.  




        SECTION
8.05. Notices. All notices, demands, certificates, requests and communications
hereunder (“notices”) shall be in writing and shall be effective (a) upon
receipt when sent through the U.S. mails, registered or certified mail, return receipt
requested, postage prepaid, with such receipt to be effective the date of delivery
indicated on the return receipt, or (b) one Business Day after delivery to an overnight
courier, or (c) on the date personally delivered to an Authorized Officer of the party to
which sent, or (d) on the date transmitted by legible telecopier transmission or
electronic mail with a confirmation of receipt, in all cases addressed to the recipient
at the address for such recipient set forth under its name on the signature pages hereof.  




        Each
party hereto may, by notice given in accordance herewith to each of the other parties
hereto, designate any further or different address to which subsequent notices shall be
sent. 



        SECTION
8.06. Merger and Integration. Except as specifically stated otherwise herein, this
Agreement, together with the Notices of Sale and Assignments delivered on the Closing
Date and on each Purchase Date, sets forth the entire understanding of the parties
relating to the subject matter hereof, and all prior understandings, written or oral, are
superseded by this Agreement. This Agreement may not be modified, amended, waived, or
supplemented except as provided herein.  




        SECTION
8.07. Headings. The headings herein are for purposes of reference only and shall
not otherwise affect the meaning or interpretation of any provision hereof.  




        SECTION
8.08. Governing Law.This Agreement shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of New York.  




        SECTION
8.09. No Bankruptcy Petition. The Seller covenants and agrees that, prior to the
date that is one year and one day after the payment in full of all amounts owing in
respect of all the Borrower Obligations, together with any other amounts owing in respect
of obligations of the Purchaser, it will not institute against, or solicit or join in or
cooperate with or encourage any Person to institute against, the Purchaser, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other
similar proceedings under the laws of the United States or any State of the United
States. This Section 8.09shall survive termination of this Agreement.  




-23- 










        SECTION
8.10. Amendment and Restatement. The amendment and restatement of the Initial Sale
Agreement pursuant to this Agreement shall be effective as of the Closing Date, subject
to the satisfaction of the conditions precedent set forth in Section 3.01. This Agreement
shall amend and restate in its entirety the Initial Sale Agreement and shall have the
effect of a substitution of terms of the Initial Sale Agreement, but this Agreement will
not have the effect of causing a novation of the duties and obligations set forth under
the Initial Sale Agreement or a termination or extinguishment of the security interests
granted pursuant thereto, which such duties and obligations shall remain outstanding
pursuant to the terms of this Agreement and which security interests shall remain
attached, enforceable and perfected obligations arising under this Agreement. Each
reference to the Initial Sale Agreement in any of the Facility Documents, or any other
document, instrument or agreement delivered in connection therewith shall mean and be a
reference to this Agreement.  




[SIGNATURE PAGE FOLLOWS] 










-24- 











        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized as of the date first written above. 



		HARLEY-DAVIDSON CREDIT CORP., as Seller
	

 	By:  /s/ Perry A. Glassgow
		        Printed Name:  Perry A. Glassgow
		        Title:  Vice President and Treasurer
	
 	        3700 W. Juneau Avenue
		        Milwaukee, WI 53208
		        Attention: Perry Glassgow
		        Email: perry.glassgow@harley-davidson.com
		        Telephone: (414) 343-4584
		        Telecopier: (414) 343-4990
	
 	        With copies of Notices to:
	
 	        Harley-Davidson Credit Corp., as Servicer
		        222 W. Adams St., 20th Floor
		        Chicago, IL 60606
		        Attention: Julia Landes
		        Email: julia.landes@hdfsi.com
		        Telephone: (312) 634-2814
		        Telecopier: (312) 368-9548
	

 	HARLEY-DAVIDSON WAREHOUSE FUNDING CORP.,
		as Purchaser
	

 	By:  /s/ Perry A. Glassgow
		        Printed Name:  Perry A. Glassgow
		        Title:  Treasurer and Assistant Secretary
	
 	        3700 W. Juneau Avenue
		        Milwaukee, WI 53208
		        Attention: Perry Glassgow
		        Email: perry.glassgow@harley-davidson.com
		        Telephone: (414) 343-4584
		        Telecopier: (414) 343-4990







Signature Page to
Amended
and Restated Receivables Sale Agreement  














Exhibit A 



FORM OF NOTICE OF SALE 



[Date] 



Harley-Davidson Warehouse Funding
Corp. 
222 W. Adams St., Suite 2000  
Chicago, IL 60606  



Ladies and Gentlemen: 



        Reference
is hereby made to the Amended and Restated Receivables Sale Agreement (as amended,
restated, supplemented or otherwise modified from time to time, the “Receivables
Sale Agreement”), dated as of April 30, 2009, by and among Harley-Davidson Credit
Corp., as seller (the “Seller”) and Harley-Davidson Warehouse Funding
Corp., as purchaser (the “Purchaser”). Terms not otherwise defined in
this Notice of Sale shall have the meanings set forth or incorporated by reference in the
Receivables Sale Agreement. 



        1.
Notice of Sale. Pursuant to the Receivables Sale Agreement, the Seller
          hereby notifies the Purchaser that, on the date hereof (the “Purchase
          Date”) the Seller will [sell/contribute] the Contracts listed on
          Schedule I hereto (the “Contract Schedule Supplement”) to the
          Purchaser. This letter constitutes a Notice of Sale issued pursuant to Section
2.01(b) of the Receivables Sale Agreement and in connection           therewith the
Borrower provides the following information:  




		    (a)        The
Cutoff Date of the Contracts to be sold pursuant hereto is ________, ___
               2009 [If such Cutoff Date is other than the last day of the calendar month
then                most recently ended, provide explanation as to why that is the
case.].  







		    (b)        The
Purchase Price of the Contracts is $_____________.  







        2.
Representations and Warranties. The Seller hereby certifies that the
          following statements are true and correct as of the Purchase Date and will
          remain true and correct after giving effect to the transfer effected hereby.  




		    (a)        The
Termination Date has not occurred and no Event of Termination has occurred
               and is continuing;  







		    (b)        Each
of the Contracts subject to this Notice of Sale constitutes an Eligible
               Contract as of the Cutoff Date specified above;  







		    (c)        Each
of the representations and warranties contained in Article IV of the
               Receivables Sale Agreement is true and correct in all material respects
(except                for those representations and warranties which are specifically
made only as of                a specific date, which such representations and warranties
are true and correct                on and as of the date made);  







A-1 










		    (d)        The
Seller is in compliance with the covenants in all material respects set
               forth in Article V of the Receivables Sale Agreement.  







		    (e)        As
of the Purchase Date, the Outstanding Eligible Balance of the Contracts
               listed on the Contract Schedule (after giving effect to the Contract
Schedule                Supplement attached hereto) does not exceed the Concentration
Limits set forth                in Section 4.01(o) of the Receivables Sale
Agreement.  







[Remainder of page
intentionally left blank.]  
















A-2 











        IN
WITNESS WHEREOF, the undersigned has caused this Notice of Sale to be executed by its duly
authorized officer as of the date first above written. 



		HARLEY-DAVIDSON CREDIT CORP., as Seller
	

 	By:__________________________
		        Name:
		        Title:





 













A-3 











SCHEDULE I 



TO 



NOTICE OF SALE 



Contract Schedule
Supplement 



(Attached) 















A-4 










Exhibit B 



FORM OF ASSIGNMENT 



        ASSIGNMENT,
dated as of ___________, 20__ between Harley-Davidson Credit Corp. (the
“Seller”) and Harley-Davidson Warehouse Funding Corp., a Nevada
corporation (the “Purchaser”). Capitalized terms used herein but not
otherwise defined shall have the meanings assigned to such terms in (or defined by
reference in) the Agreement (as defined below). 



        In
accordance with the Amended and Restated Receivables Sale Agreement (the
“Agreement”) dated as of April 30, 2009 made by and between the
undersigned and the Purchaser, the Seller does hereby sell, transfer, convey and assign,
set over and otherwise convey to the Purchaser, without recourse (except as expressly
provided in the Agreement) and without any representation or warranty (except as expressly
provided in the Agreement), (i) all the right, title and interest of the Seller in and to
the Receivables and the Contracts under which the Receivables arise listed on the Contract
Schedule Supplement attached to the Notice of Sale dated as of the date hereof (including,
without limitation, all security interests and all rights to receive payments which are
collected pursuant thereto after the Cutoff Date, including any liquidation proceeds
therefrom, but excluding any rights to receive payments which were collected pursuant
thereto on or prior to the Cutoff Date), (ii) all rights of the Seller under any physical
damage or other individual insurance policy (including a “forced placed”
policy, if any), any debt insurance policy or any debt cancellation agreement relating to
any such Contract, an Obligor or a Motorcycle securing such Contract, (iii) all security
interests in each such Motorcycle and related goods (including returned or repossessed
goods), (iv) all documents contained in the related Contract Files, (v) all rights of the
Seller in the Lockbox Account and the Lockbox Agreement to the extent they relate to the
Contracts, (vi) all rights (but not the obligations) of the Seller under any agreements
between Eaglemark and the Seller to the extent they relate to the Contracts, (vii) all
rights of the Seller to certain rebates of premiums and other amounts relating to
insurance policies, debt cancellation agreements, extended service contracts or other
repair agreements and other items, in each case, financed under such Contracts, (viii) all
guaranties, insurance, supporting obligations and other agreements or arrangements of
whatever character from time to time supporting or securing payment of such Contract, (ix)
all other security interests or liens and property subject to such Contract from time to
time, if any, purporting to secure payment of such Contract, and (x) all accounts, chattel
paper, instruments, payment intangibles, promissory notes, goods, documents, investment
property and financial assets consisting of, arising from or related to the foregoing (all
terms in this clause (x) having the meaning assigned to them in Article 9 of the
UCC of the applicable jurisdiction), and (xi) all proceeds and products of the
foregoing clauses (i) through (x). 



        This
Assignment is made pursuant to and in reliance upon the representation and warranties on
the part of the undersigned contained in Article IV of the Agreement and no others. 




B-1 










        IN
WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed as of the
date first written above. 



		HARLEY-DAVIDSON CREDIT CORP.
	

 	By:___________________________________________
		        Printed Name:
		        Title:


















B-2 












Exhibit C 



CONCENTRATION LIMITS 



Concentration Limits 





	

	Criteria	Concentration limit
	

	Original term greater than or equal to 73 months	 	 	 	55.00	%
	and less than or equal to 84 months	 	 
	Location of Obligor	 	 
	  California	 	 	 	9.00	%
	   Florida	 	 	 	8.00	%
	   Texas	 	 	 	0.00	%1
	   Each other individual state	 	 	 	5.00	%
	Contracts collateralized by used Motorcycles	 	 	 	25.00	%
	Contracts with FICO scores between 640-670	 	 	 	15.00	%
	Contracts with FICO scores between 640-700	 	 	 	40.00	%
	
















1                                         Until
such time as an opinion of Texas counsel, in form and substance
                    reasonably satisfactory to the Syndication Agents, has been delivered
to the                     Syndication Agents providing that a Texas Contract is secured
by a first                     priority security interest in favor of the Borrower (and,
without notation on                     the applicable certificate of title, its
assignees) in the related Motorcycle,                     the Concentration Limit for
Texas Receivables will be zero; provided that                     should the
Purchaser present the Syndication Agents with evidence which in the
                    Syndication Agents’ sole discretion is satisfactory in
establishing the                     Purchaser’s first priority security interest in
the Texas Contracts, such                     opinion of Texas counsel shall not be
required. Thereafter, the Texas                     Receivables will be subject to the
10.00% Concentration Limit.  









C-1 










Exhibit D 



LOCKBOX AGREEMENT 



[Omitted] 


















D-1