364-DAY CREDIT
AGREEMENT 



Dated as of April 30,
2009 



among 



HARLEY-DAVIDSON, INC.
and HARLEY-DAVIDSON FUNDING CORP.,  
as the U.S. Borrowers,  



HARLEY-DAVIDSON
FINANCIAL SERVICES, INC., 



HARLEY-DAVIDSON FINANCIAL
SERVICES INTERNATIONAL, INC., 



HARLEY-DAVIDSON CREDIT
CORP. and  



Certain Other
Subsidiaries of Harley-Davidson, Inc. from Time to Time Party Hereto, 
as Guarantors,  



THE INSTITUTIONS FROM
TIME TO TIME PARTY HERETO, 
as Lenders,  



JPMORGAN CHASE BANK,
N.A.,  
as Global Administrative Agent,  



CITIBANK, N.A., 
as
Syndication Agent and  




BNP PARIBAS and ABN
AMRO BANK N.V.,  
as Documentation Agents  



     



J.P.
           MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS, INC.,  
as Co-Lead
          Arrangers and  



J.P.
          MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS, INC., 
BNP PARIBAS SECURITIES
CORP. and ABN AMRO BANK N.V.,  
as Joint Book Runners  



     













TABLE OF CONTENTS 






			Page
	
ARTICLE I	DEFINITIONS	  1
	
    1.1	Certain Defined Terms	1
	
ARTICLE II	THE CREDITS	20
	
    2.1	Syndicated Global Loans	20
	    2.2	Conversion to Term Loan	21
	    2.3	Optional Payments of Loans	21
	    2.4	Reduction/Increase of Commitments	21
	    2.5	Method of Borrowing Syndicated Global Advances	23
	    2.6	Method of Selecting Types and Interest Periods; Determination of Applicable
		Margins	24
	    2.7	Minimum Amount of Each Syndicated Global Advance	27
	    2.8	Method of Selecting Types and Interest Periods for Conversion and Continuation of
		Syndicated Global Advances	27
	    2.9	[Reserved]	27
	    2.10	The Bid Rate Advances	27
	    2.11	Default Rate	30
	    2.12	Method of Payment	31
	    2.13	Notes, Telephonic Notices	31
	    2.14	Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis;
		Loan Accounts	31
	    2.15	Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment
	 	Reductions	32
	    2.16	Lending Installations	32
	    2.17	Non-Receipt of Funds by the Global Administrative Agent	33
	    2.18	Maturity Date	33
	
ARTICLE III	CHANGE IN CIRCUMSTANCES	33
	
    3.1	Yield Protection	33
	    3.2	Changes in Capital Adequacy Regulations	34
	    3.3	Availability of Types of Advances	34
	    3.4	Funding Indemnification	35
	    3.5	Taxes	35
	    3.6	Mitigation; Lender Statements; Survival of Indemnity	37
	    3.7	[Reserved]	37
	    3.8	Replacement of Affected Lenders	38





i 










			
	ARTICLE IV	CONDITIONS PRECEDENT	38
	
    4.1	Initial Loans	38
	    4.2	Each Loan	39
	
ARTICLE V	REPRESENTATIONS AND WARRANTIES	39
	
    5.1	Representations and Warranties	39
	
ARTICLE VI	COVENANTS	41
	
    6.1	Affirmative Covenants	41
	    6.2	Negative Covenants	44
	    6.3	Financial Covenants	51
	
ARTICLE VII	DEFAULTS	52
	
    7.1	Defaults	52
	
ARTICLE VIII	ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES	54
	
    8.1	Remedies	54
	    8.2	Defaulting Lender	55
	    8.3	Amendments	56
	    8.4	Preservation of Rights	57
	
ARTICLE IX	GENERAL PROVISIONS	57
	
    9.1	Survival of Representations	57
	    9.2	Governmental Regulation	57
	    9.3	Headings	57
	    9.4	Entire Agreement	57
	    9.5	Several Obligations; Benefits of this Agreement	57
	    9.6	Expenses; Indemnification	57
	    9.7	Numbers of Documents	59
	    9.8	Accounting	59
	    9.9	Severability of Provisions	59
	    9.10	Nonliability of Lenders	59
	    9.11	CHOICE OF LAW AND SUBMISSION TO JURISDICTION	59
	    9.12	WAIVER OF JURY TRIAL	60
	    9.13	No Strict Construction	60
	    9.14	USA PATRIOT ACT	60
	    9.15	Service of Process	60
	
ARTICLE X	THE GLOBAL ADMINISTRATIVE AGENT	60
	
    10.1	Appointment; Nature of Relationship	60





ii 









			
	    10.2	Powers	61
	    10.3	General Immunity	61
	    10.4	No Responsibility for Loans, Creditworthiness, Recitals, Etc	61
	    10.5	Action on Instructions of Lenders	61
	    10.6	Employment of the Global Administrative Agent and Counsel	62
	    10.7	Reliance on Documents; Counsel	62
	    10.8	The Global Administrative Agent's Reimbursement and Indemnification	62
	    10.9	Rights as a Lender	62
	    10.10	Lender Credit Decision	62
	    10.11	Successor Global Administrative Agent	63
	    10.12	Co-Agents, Documentation Agent, Syndication Agent, etc	63
	
ARTICLE XI	SETOFF; RATABLE PAYMENTS	63
	
    11.1	Setoff	63
	    11.2	Ratable Payments	63
	
ARTICLE XII	GUARANTEE	64
	
ARTICLE XIII	BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	66
	
    13.1	Successors and Assigns	67
	    13.2	Participations	67
	    13.3	Assignments	67
	    13.4	Confidentiality	68
	    13.5	Dissemination of Information	70
	    13.6	Non-Use of HDFS’ Licensed Marks	70
	
ARTICLE XIV	NOTICES	70
	
    14.1	Giving Notice	70
	    14.2	Change of Address	70
	
ARTICLE XV	COUNTERPARTS	71
	
    15.1	Counterparts	71




 





iii 









EXHIBITS AND SCHEDULES 




Exhibits 



	EXHIBIT A	--	Commitments
			(Definitions)
	
EXHIBIT B-1	--	Form of Syndicated Global Note
			(Definitions)
	
EXHIBIT B-2	--	Form of Bid Rate Note
			(Definitions)
	
EXHIBIT C	--	Form of Assignment Agreement
			(ss.13.3)
	
EXHIBIT D	--	List of Closing Documents
			(ss.4.1)
	
EXHIBIT E	--	Form of Commitment and Acceptance
			(ss.2.4(b))
	
EXHIBIT F	--	Form of Joinder Agreement
			(ss.6.1.11)











iv 












Schedules 



	Schedule I	--	Funding Protocols re: Syndicated Global Loans (Definitions,ss.2.6)
	
Schedule II	--	Intercompany Subordination Terms (Definitions)
	
Schedule 6.2.1(b)	--	Indebtedness (ss.6.2.1(b))
	
Schedule 6.2.2(c)	--	Liens (ss.6.2.2(c))
	
Schedule 6.2.8	--	Restrictive Agreements (ss.6.2.8)
	
Schedule 6.2.9(c)	--	Investments (ss.6.2.9(c))
















v 














364-DAY CREDIT
AGREEMENT 



        This
364-Day Credit Agreement dated as of April 30, 2009 is entered into among Harley-Davidson,
Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation,
Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson
Financial Services International, Inc., a Delaware corporation, Harley-Davidson Credit
Corp., a Nevada corporation, certain other Subsidiaries of Harley from time to time a
party hereto as Opco Guarantors, the institutions from time to time a party hereto as
Lenders, whether by execution of this Agreement or an assignment and assumption pursuant
to Section 13.3, JPMorgan Chase Bank, N.A., as the Global Administrative Agent,
Citibank, N.A., in its capacity as Syndication Agent and BNP Paribas and ABN AMRO Bank
N.V., each in its capacity as a Documentation Agent. The parties hereto agree as follows: 



ARTICLE I
                                                   DEFINITIONS 



        1.1
Certain Defined Terms. In addition to the terms defined in other sections of this
Agreement, the following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined:  




        As
used in this Agreement: 




	 	        “Absolute
Rate Auction” has the meaning specified in Section 2.10(b)(i)hereof.  







	 	        “Additional
Negative Covenant Period” means that, as of any date of
determination, Harley has any of the following ratings: (i) an issuer rating by Moody’s
that is lower than Baa3, (ii) an implied corporate credit rating by S&P that is lower
than BBB- and (iii) an issuer default rating by Fitch that is lower than BBB-, in each
case as of such date.  







	 	        “Advance”means
a Bid Rate Advance or Syndicated Global Advance.  







	 	        “Affiliate”of
any Person means any other Person directly or indirectly controlling, controlled by or
under common control with such Person. A Person shall be deemed to control another Person
if the controlling Person is the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934) of greater than five percent (5%) or more of
any class of voting securities (or other voting interests) of the controlled Person or
possesses, directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of stock,
membership, ownership or other equity interests, by contract or otherwise.  







	 	        “Aggregate
Commitment” means the aggregate of the Commitments of all the
Syndicated Global Lenders, as reduced or increased from time to time pursuant to the
terms hereof. The initial Aggregate Commitment is $625,000,000.  







	 	        “Aggregate
Outstanding Credit Exposure” is defined in Section 2.4(b)(ii)hereof.  







	 	        “Agreement”
means this 364-Day Credit Agreement, as it may be amended, restated or otherwise modified and
in effect from time to time.  







	 	        “Agreement
Accounting Principles” means generally accepted accounting principles
as in effect from time to time in the United States, applied in a manner consistent with
that used by Harley in its preparation of its audited financial statements for the year
ended December 31, 2008 (except for changes to such application as are concurred on by
Harley’s independent public accountants); provided that, if Harley notifies
the Global Administrative Agent that Harley wishes to amend Section 6.3 to
eliminate the effect of any change in Agreement Accounting Principles on the operation of
such covenant (or if the Global Administrative Agent notifies Harley that the Required
Lenders wish to amend Section 6.3 for such purpose), then Harley’s compliance
with such section shall be determined on the basis of Agreement Accounting Principles in
effect immediately before the relevant change in Agreement Accounting Principles became
effective, until either such notice is withdrawn or such Section is amended in a manner
satisfactory to Harley and the Required Lenders.  
















        “Alternate
Base Rate” means, for any day, a fluctuating interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) as shall be in effect from time
to time, which rate per annum shall at all times be equal to the greatest of (a) the
Prime Rate in effect on such day; (b) the sum of one-half of one percent (0.50%) and the
Federal Funds Effective Rate in effect on such day; and (c) the Eurodollar Rate for a one
month Interest Period on such day (or, if such day is not a Business Day, the immediately
preceding Business Day) plus 1%. For purposes hereof, “Prime Rate”shall
mean the rate of interest per annum announced from time to time by JPMorgan Chase Bank,
N.A. or its parent as its prime rate (which is not necessarily the lowest rate charged to
any customers) in effect at its principal office in New York City, changing when and as
said prime rate changes. Each change in the Prime Rate shall be effective on the date
such change is announced as being effective. “Federal Funds Effective Rate” shall
mean, for any day, a fluctuating interest rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Global Administrative Agent from three Federal funds brokers
of recognized standing selected by the Global Administrative Agent. If for any reason the
Global Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal Funds
Effective Rate for any reason, including the inability of the Global Administrative Agent
to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base
Rate shall be determined without regard to clause (b) of the first sentence of
this definition until the circumstances giving rise to such inability no longer exist.
Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal
Funds Effective Rate or the Eurodollar Rate shall be effective on the effective date of
such change.  





        “Applicable
Acquisition Basket” means, with respect to the making of any
Permitted Acquisition, the greater of (i) subject to the succeeding clause (ii),
$25,000,000, solely to the extent that the Opco Leverage Ratio shall be greater than, at
the time thereof and after giving effect thereto, 1.00 to 1.00 or (ii) $50,000,000,
solely to the extent that the Opco Leverage Ratio shall be less than or equal to, at the
time thereof and after giving effect thereto, 1.00 to 1.00; it being agreed that in the
case of each of the preceding clauses, the Opco Leverage Ratio shall be calculated on a
pro forma basis reasonably acceptable to the Global Administrative Agent after giving
effect to such acquisition (but without giving effect to any synergies or cost savings)
and being recomputed as of the last day of the most recently ended fiscal quarter of
Harley for which financial statements are available, as if such acquisition (and any
related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed
to be amortized over the applicable testing period in accordance with its terms) had
occurred on the first day of each relevant period for testing such compliance.  





        “Applicable
Commitment Fee Rate” is defined in Section 2.6(b) hereof.  



2 












        “Applicable
Floor” is defined in Section 2.6(b) hereof.  





        “Applicable
Investment Basket” means, with respect to the making of any
investment, loan or advance under, and in reliance on, Section 6.2.9(r), the
greater of (i) subject to the succeeding clause (ii), $10,000,000, solely to the extent
that the Opco Leverage Ratio shall be greater than, at the time thereof and after giving
effect thereto (on a pro forma basis reasonably acceptable to the Global Administrative
Agent), 1.00 to 1.00 or (ii) $25,000,000, solely to the extent that the Opco Leverage
Ratio shall be less than or equal to, at the time thereof and after giving effect thereto
(on a pro forma basis reasonably acceptable to the Global Administrative Agent), 1.00 to
1.00.  





        “Applicable
Margin” is defined in Section 2.6(b) hereof.  





        “Approved
Fund” means any Person (other than a natural person) that is engaged
in making, purchasing, holding or investing in bank loans and similar extensions of
credit in the ordinary course of its business and that is administered or managed by (a)
a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.  





        “Arranger”
means J.P. Morgan  Securities Inc. or Citigroup  Global Markets,  Inc. and
“Arrangers”          means, collectively, J.P. Morgan Securities Inc. and Citigroup Global Markets,
Inc. 





        “Authorized
Officer” means any of the chief executive officer, chief financial
officer, any vice president, controller, treasurer or any other officer of the relevant
Borrower from time to time designated by an Authorized Officer in writing to the Global
Administrative Agent as an Authorized Officer, acting singly.  





        “Bankruptcy
Code” is defined in Article XII hereof.  





        “Base
Rate Advance” means a Syndicated Global Advance which bears interest
at the Alternate Base Rate.  





        “Base
Rate Loan” means a Syndicated Global Loan, or portion thereof, which
bears interest at the Alternate Base Rate.  





        “Bid
Rate Advance” means a borrowing consisting of simultaneous Bid Rate
Loans to a Global Borrower from each of the Syndicated Global Lenders whose offer to make
a Bid Rate Loan as part of such borrowing has been accepted by such Global Borrower under
the applicable auction bidding procedure described in Section 2.10.  





        “Bid
Rate Advance Borrowing Notice” is defined in Section 2.10(b)(i)hereof.  





        “Bid
Rate Loan” means a loan by a Syndicated Global Lender to a Global
Borrower as part of a Bid Rate Advance resulting from the applicable auction bidding
procedure described in Section 2.10.  





        “Bid
Rate Note” means a promissory note of a Global Borrower payable to
the order of any Syndicated Global Lender, in substantially the form of Exhibit B-2hereto,
evidencing the indebtedness of such Global Borrower to such Syndicated Global Lender
resulting from the Bid Rate Loans made by such Syndicated Global Lender to such Global
Borrower.  





3 










        “Bid
Rate Reduction” means the reduction in availability under the
Aggregate Commitment as a result of outstanding Bid Rate Loans.  





        “Borrower”
 means  any of the U.S.  Borrowers,  and  “Borrowers”  means,  collectively,  the U.S.
         Borrowers. 





        “Borrowing
Date” means a date on which an Advance or a Loan is made hereunder
(including the Loan Conversion Date, if any).  





        “Borrowing
Notice” means a Syndicated Global Advance Borrowing Notice or a Bid
Rate Advance Borrowing Notice.  





        “Business
Day” means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurodollar Rate, a day (other than a Saturday
or Sunday) on which banks are generally open for commercial banking business in New York,
New York and on which dealings in United States Dollars are carried on in the London
interbank market; and (ii) for all other purposes a day (other than a Saturday or Sunday)
on which banks are generally open for commercial banking business in New York, New York.  





        “Buying
Lender” is defined in Section 2.4(b)(ii) hereof.  





        “Capitalized
Lease” of a Person means any lease of Property by such Person as
lessee which would be capitalized on a balance sheet of such Person prepared in
accordance with Agreement Accounting Principles.  





        “Capitalized
Lease Obligations” of a Person means the amount of the obligations of
such Person under Capitalized Leases which would be capitalized on a balance sheet of
such Person prepared in accordance with Agreement Accounting Principles.  





        “Change” is
defined in Section 3.2 hereof.  





        “Change
of Control” means any transaction or event as a result of which: (a)
(i) any Person or two or more Persons acting in concert (other than any Related Person)
shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the
Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting
Stock of Harley (or other securities convertible into such Voting Stock) representing 30%
or more of the combined voting power of all Voting Stock of Harley; or (ii) during any
period of up to 12 consecutive calendar months, commencing after the Closing Date,
individuals who at the beginning of such 12-month period were directors of Harley shall
cease for any reason to constitute a majority of the board of directors of Harley (except
to the extent that individuals who, at the beginning of such 12-month period, were
directors of Harley were replaced by individuals (x) elected by a majority of the
remaining members of the board of directors of Harley or (y) nominated for election by a
majority of the remaining members of the board of directors of Harley and thereafter
elected as directors by the shareholders of Harley) or (b) (i) Harley, directly or
through one or more Subsidiaries, shall cease to own of record and beneficially, with
sole voting power, in the aggregate, at least fifty-one percent (51%) of the issued and
outstanding class or classes of Voting Stock of HDFS (such percentage measured by voting
power rather than number of shares), (ii) HDFS, directly or through one or more
Subsidiaries, shall cease to own of record and beneficially, with sole voting power, all
of the issued and outstanding Voting Stock of HDCC, or (iii) HDCC, directly or through
one or more Subsidiaries, shall cease to own of record and beneficially, with sole voting
power, all of the issued and outstanding Voting Stock of HDFC.  




4 











        “Closing
Date” means April 30, 2009.  





        “Code” means
the Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated and rulings issued thereunder.  





        “Commission” means
the Securities and Exchange Commission and any Person succeeding to the functions
thereof.  





        “Commitment” means,
for each Syndicated Global Lender, the obligation of such Syndicated Global Lender to
make Syndicated Global Loans in an amount not exceeding the amount set forth on Exhibit
A to this Agreement opposite its name thereon under the heading “Commitment” or
contained in the assignment and assumption by which it became a Lender, as such amount
may be modified from time to time pursuant to the terms of this Agreement or to give
effect to any applicable assignment and assumption.  





        “Commitment
Increase Notice” is defined in Section 2.4(b)(i) hereof.  





        “Company” means
any Borrower or Guarantor, individually, and “Companies” means
each of the Borrowers and Guarantors, collectively; provided that no Opco
Guarantor shall be considered a “Company” hereunder unless and until all of the
requirements of Section 6.1.11(a) have been satisfied with respect to such entity and
each Opco Guarantor shall cease to be considered a “Company” hereunder upon its
release from the Guarantee as contemplated by Section 6.1.11(b) (until such time, if any,
that it is subsequently required to satisfy the requirements of Section 6.1.11(a)).  





        “Consolidated” refers
to the consolidation of accounts in accordance with Agreement Accounting Principles.  





        “Consolidated
EBITDA” is defined in Section 6.3(A) hereof.  





        “Consolidated
Equity” is defined in Section 6.3(A) hereof.  





        “Consolidated
Finco Debt” is defined in Section 6.3(A) hereof.  





        “Consolidated
Interest Expense” is defined in Section 6.3(A) hereof.  





        “Consolidated
Net Income” of any Person for any period means the Consolidated net
income (or loss) of such Person for such period, as shall be determined in accordance
with Agreement Accounting Principles.  





        “Consolidated
Net Worth” of any Person means such Person’s Consolidated
shareholders’ equity, as shall be determined in accordance with Agreement Accounting
Principles.  





        “Consolidated
Opco Debt” is defined in Section 6.3(A) hereof.  





        “Consolidated
Tangible Net Worth” is defined in Section 6.3(A) hereof.  





        “Contingent
Obligation”, as applied to any Person, means any Contractual
Obligation, contingent or otherwise, of that Person with respect to any Indebtedness of
another or other obligation or liability of another, including, without limitation, any
such Indebtedness, obligation or liability of another directly or indirectly guaranteed,
endorsed (otherwise than for collection or deposit in the ordinary course of business),
co-made or discounted or sold with recourse by that Person, or in respect of which that
Person is otherwise directly or indirectly liable, including Contractual Obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase, or
otherwise acquire such Indebtedness, obligation or liability or any security therefor, or
to provide funds for the payment or discharge thereof (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise), or to maintain solvency,
assets, level of income, or other financial condition, or to make payment other than for
value received.  




5 











        “Contractual
Obligation”, as applied to any Person, means any provision of any
equity or debt securities issued by that Person or any indenture, mortgage, deed of
trust, security agreement, pledge agreement, guaranty, contract, undertaking, agreement
or instrument, in any case in writing, to which that Person is a party or by which it or
any of its properties is bound, or to which it or any of its properties is subject.  





        “Conversion/Continuation
Notice” is defined in Section 2.8(D) hereof.  





        “Cure
Loan” is defined in Section 8.2 hereof.  





        “Default” means
an event described in Article VII hereof.  





        “Defaulting
Lender” means any Lender, as determined by the Global Administrative
Agent, that has (a) failed to fund its Pro Rata Share of any of any Advance or Loan
within three (3) Business Days of the date required to be funded by it hereunder, (b)
notified any Company, the Global Administrative Agent or any Lender in writing that it
does not intend to comply with any of its funding obligations under this Agreement or has
made a public statement to the effect that it does not intend to comply with its funding
obligations under this Agreement or under other agreements in which it commits to extend
credit, (c) failed, within three (3) Business Days after written request by the Global
Administrative Agent, to confirm that it will comply with the terms of this Agreement
relating to its obligations to fund prospective Loans, (d) otherwise failed to pay over
to the Global Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within three (3) Business Days of the date when due, unless the
subject of a good faith dispute, or (e) (i) become or is insolvent or has a direct or
indirect parent company that has become or is insolvent or (ii) become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or custodian, appointed for it, or has
taken any action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or has a direct or indirect parent
company that has become the subject of a bankruptcy or insolvency proceeding, or has had
a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or custodian
appointed for it, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment.  





        “Dollar” and
“$” means dollars in the lawful currency of the United
States of America.  





        “Domestic
Subsidiary” means a Subsidiary organized under the laws of a
jurisdiction located in the United States of America.  





        “Effective
Commitment Amount” is defined in Section 2.4(b)(i) hereof.  




6 











        “Environmental
Action” means any action, suit, demand, demand letter, claim, notice
of non-compliance or violation, notice of liability or potential liability,
investigation, proceeding, consent order or consent agreement relating in any way to any
Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged
injury or threat of injury to the environment, including, without limitation, (a) by any
governmental or regulatory authority for enforcement, cleanup, removal, response,
remedial or other actions or damages and (b) by any governmental or regulatory authority
or any third party for damages, contribution, indemnification, cost recovery,
compensation or injunctive relief.  





        “Environmental
Law” means any federal, state, local or foreign statute, law,
ordinance, rule, regulation, code, order, judgment, decree or judicial or agency
interpretation, policy or guidance relating to pollution or protection of the environment
or natural resources, including, without limitation, those relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of Hazardous
Materials.  





        “Environmental
Permit” means any permit, approval, identification number, license or
other authorization required under any Environmental Law.  





        “ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to time, and
the regulations promulgated and rulings issued thereunder.  





        “ERISA
Affiliate” means any Person that for purposes of Title IV of ERISA is
a member of Harley’s controlled group, or under common control with Harley, within
the meaning of Section 414 of the Code.  





        “ERISA
Event” means (a) (i) the occurrence of a reportable event, within the
meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice
requirement with respect to such event has been waived by the PBGC, or (ii) the
requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection
(2) of such Section) are met with a contributing sponsor, as defined in Section
4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11),
(12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to
such Plan within the following 30 days; (b) the application for a minimum funding waiver
with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of
intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such
notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the
cessation of operations at a facility of Harley or any ERISA Affiliate in the
circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by Harley or any
ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for
the imposition of a lien under Section 302(f) of ERISA shall have been met with respect
to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of
security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the
PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
occurrence of any event or condition described in Section 4042 of ERISA that constitutes
grounds for the termination of, or the appointment of a trustee to administer, a Plan.  





        “Eurodollar
Base Rate” means, with respect to any Eurodollar Rate Advance for any
specified Interest Period, or a Bid Rate Advance pursuant to an Indexed Rate Auction for
an Interest Period designated by the relevant Borrower, LIBOR.  




7 











        “Eurodollar
Rate” means, with respect a Eurodollar Rate Loan and a Eurodollar
Rate Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the
Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minusthe
Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii)
the Applicable Margin. The Eurodollar Rate shall be rounded to the next higher multiple
of 1/16 of 1% if the rate is not such a multiple.  





        “Eurodollar
Rate Advance” means a Syndicated Global Advance which bears interest
at the Eurodollar Rate.  





        “Eurodollar
Rate Loan” means a Syndicated Global Loan, or portion thereof, which
bears interest at the Eurodollar Rate.  





        “Excluded
Taxes” means, in the case of each Lender or applicable Lending
Installation and the Global Administrative Agent, taxes imposed on (or measured by) its
overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the
laws of which such Lender or the Global Administrative Agent is incorporated or organized
or (ii) the jurisdiction in which the Global Administrative Agent’s or such Lender’s
principal executive office or such Lender’s applicable Lending Installation is
located.  





        “Existing
Credit Agreement” means that certain 364-Day Credit Agreement dated
as of July 16, 2008 among inter alia Harley, HDFC, the lenders party thereto and
JPMorgan Chase Bank, N.A. as global administrative agent, as such agreement has been
amended or otherwise modified prior to the Closing Date.  





        “Existing
3-Year Credit Agreement” means that certain 3-Year Credit Agreement
dated as of July 16, 2008 among inter alia Harley, HDFC, the lenders party thereto
and JPMorgan Chase Bank, N.A. as global administrative agent, as such agreement has been
amended or otherwise modified from time to time.  





        “Federal
Funds Effective Rate” shall have the meaning assigned to that term in
the definition of Alternate Base Rate above.  





        “Finance
Receivables” means dealer wholesale receivables, retail installment
contracts, promissory notes, retail leases, charge accounts or other receivables, chattel
paper or other similar financial assets originated, acquired or serviced in the ordinary
course of business by any of the Companies or their Subsidiaries and shall include all
related collateral and assets and any retained assets in respect of any of the foregoing.  





        “Finance
Receivables Subsidiary” means a special purpose, bankruptcy remote
corporation, partnership, limited liability company or trust which is wholly-owned,
directly or indirectly, by any one or more of the Companies, and which is formed for the
sole and exclusive purpose of (i) purchasing or otherwise acquiring Finance Receivables
from one or more of the Companies or their respective Subsidiaries, (ii) financing such
purchases or otherwise facilitating a Permitted Finance Receivables Securitization and
(iii) conducting activities related thereto.  





        “Finco” means
HDFS, HDCC and HDFC.  





        “Finco
Guarantor” means any of HDFS, HDCC or HDFSI and “Finco
Guarantors” means each of HDFS, HDCC and HDFSI and in each such case
their respective successors and permitted assigns.  





8 










        “Finco
Leverage Ratio” is defined in Section 6.3(A) hereof.  





        “Fitch”is
defined in Section 2.6(b) hereof.  





        “Fixed
Rate Advance” means a Eurodollar Rate Advance.  





        “Fixed
Rate Loan” means a Eurodollar Rate Loan.  





        “Floating
Rate” means the Alternate Base Rate.  





        “Floating
Rate Advance” means a Base Rate Advance.  





        “Floating
Rate Loan” means a Syndicated Global Loan, or portion thereof, which
bears interest at the Alternate Base Rate or any other floating rate, as applicable, plus the
Floating Rate Margin (if any).  





        “Floating
Rate Margin” means a rate per annum equal to the amount (if any) by
which the Applicable Margin exceeds 1.00%.  





        “Global
Administrative Agent” means JPMorgan Chase Bank, N.A. (including any
office, branch or affiliate of JPMorgan Chase Bank, N.A.) in its capacity as contractual
representative for itself and the Lenders pursuant to Article X hereof and any
successor Global Administrative Agent appointed pursuant to Article X hereof.  





        “Global
Borrower” means either of the U.S. Borrowers and “Global
Borrowers” means, collectively, the U.S. Borrowers, in each case
together with its respective successors and permitted assigns.  





        “Global
Rate Option” means the Eurodollar Rate or Alternate Base Rate.  





        “Governmental
Authority” means any nation or government, any monetary authority,
any federal, state, provincial, local or other political subdivision thereof and any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.  





        “Guarantee” is
defined in Article XII hereof.  





        “Guarantor” means
(i) at any time on or after the Closing Date and prior to the Guaranty Ratings Threshold
Date, any of the Borrowers, (ii) any of the Finco Guarantors or (iii) any of the Opco
Guarantors and “Guarantors” means (i) at any time on or
after the Closing Date and prior to the Guaranty Ratings Threshold Date, each of the
Borrowers, (ii) each of the Finco Guarantors and (iii) each of the Opco Guarantors and in
each such case their respective successors and permitted assigns.  





        “Guaranty
Ratings Threshold Date” means the first date on which Harley achieves
at least two of the following: (i) an issuer rating by Moody’s of A2 (with stable
outlook) or better, (ii) an implied corporate credit rating by S&P of A (with stable
outlook) or better and (iii) an issuer default rating by Fitch of A (with stable outlook)
or better as of such date.  





        “Harley” means
Harley-Davidson, Inc., a Wisconsin corporation, and its successors and assigns.  




9 











        “Hazardous
Materials” means (a) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (b) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.  





        “HDCC” means
Harley-Davidson Credit Corp., a Nevada corporation, and its successors and permitted
assigns.  





        “HDFC” means
Harley-Davidson Funding Corp., a Nevada corporation, and its successors and permitted
assigns.  





        “HDFS” means
Harley-Davidson Financial Services, Inc., a Delaware corporation, and its successors and
permitted assigns.  





        “HDFSI” means
Harley-Davidson Financial Services International, Inc., a Delaware corporation, and its
successors and permitted assigns.  





        “Hedging
Obligations” of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor), under (i) any and all agreements, devices or arrangements
designed to protect at least one of the parties thereto from the fluctuations of interest
rates, commodity prices, exchange rates or forward rates applicable to such party’s
assets, liabilities or exchange transactions, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange agreements, forward currency
exchange agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants, and (ii) any and all cancellations,
buy backs, reversals, terminations or assignments of any of the foregoing.  





        “Indebtedness” of
any Person means, without duplication, (i) any indebtedness of such Person, contingent or
otherwise, (a) in respect of borrowed money including all principal, interest, fees and
expenses with respect thereto (whether or not the recourse of the lender is to the whole
of the assets of such Person or only to a portion thereof), or (b) evidenced by bonds,
notes, acceptances, debentures or other instruments or letters of credit (or
reimbursement obligations with respect thereto) or representing the balance deferred and
unpaid of the purchase price of any Property (including pursuant to Capitalized Leases)
or services, if and to the extent any of the foregoing indebtedness would appear as a
liability upon a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles (except that any such balance that constitutes a trade payable
and/or an accrued liability arising in the ordinary course of business shall not be
considered Indebtedness); (ii) to the extent not otherwise included in clause (i) above,
(a) interest accruing after the commencement of any bankruptcy, insolvency, receivership
or similar proceedings and other interest that would have accrued but for the
commencement of such proceedings, (b) any Capitalized Lease Obligations, (c) obligations,
whether or not assumed, secured by Liens or payable out of the proceeds or production
from Property now or hereafter owned or acquired by such Person (excluding in any event
obligations in respect of Permitted Finance Receivables Securitizations to the extent
such obligations would not appear as a liability upon a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles), (d) Contingent Obligations
and (e) net Hedging Obligations. The amount of Indebtedness of any Person at any date
shall be without duplication (i) the outstanding balance at such date of all uncontingent
obligations as described above and the maximum liability of any such Contingent
Obligations at such date and (ii) in the case of Indebtedness of others secured by a Lien
to which the Property or assets owned or held by such Person is subject, the lesser of
the fair market value at such date of any asset subject to a Lien securing the
Indebtedness of others and the amount of the Indebtedness secured (provided that if such
Person has not assumed or become liable for the payment of such Indebtedness, it shall be
taken into account only to the extent of the book value or fair market value, whichever
is greater, of the Property subject to such Indebtedness). Notwithstanding the foregoing,
Indebtedness shall exclude (i) obligations in respect of Permitted Finance Receivables
Securitizations to the extent such obligations would not appear as a liability upon a
balance sheet of such Person prepared in accordance with Agreement Accounting Principles,
(ii) all intercompany indebtedness, obligations and Contingent Obligations, all to the
extent owing by and among one or more of the Companies and their Subsidiaries and (iii)
all obligations under the Support Agreement or other support agreements among one or more
of the Companies. The amount of Indebtedness of Harley and any Subsidiary hereunder shall
be calculated without duplication of guaranty obligations of Harley or any Subsidiary in
respect thereof.  



10 












        “Indemnified
Matters” is defined in Section 9.6(B) hereof.  





        “Indemnitees” is
defined in Section 9.6(B) hereof.  





        “Index” is
defined in Section 2.6(b) hereof.  





        “Indexed
Rate Auction” is defined in Section 2.10(b)(i) hereof.  





        “Information
Memorandum” means the Confidential Information Memorandum dated April
2009 relating to the Borrowers and the Transactions.  





        “Interest
Coverage Ratio” is defined in Section 6.3(A) hereof.  





        “Interest
Period” means, with respect to a Eurodollar Rate Loan, a period of
one (1), two (2), three (3) or six (6) months (or such other period of time as is
consented to by each of the Lenders) commencing on a Business Day selected by the
applicable Borrower pursuant to this Agreement. For Eurodollar Rate Loans, such Interest
Period shall end on (but exclude) the day which corresponds numerically to such date one
(1), two (2), three (3) or six (6) months thereafter (or such other period of time as is
consented to by each of the Lenders); provided, however, that if there is
no such numerically corresponding day in such next, second, third or sixth (or other
applicable) succeeding month, such Interest Period shall end on the last Business Day of
such next, second, third or sixth (or other applicable) succeeding month. If an Interest
Period would otherwise end on a day which is not a Business Day, such Interest Period
shall end on the next succeeding Business Day; provided, however, that for
Eurodollar Rate Loans, if said next succeeding Business Day falls in a new calendar
month, such Interest Period shall end on the immediately preceding Business Day.  





        “IRS” means
the Internal Revenue Service and any Person succeeding to the functions thereof.  





        “Lenders” means
the lending institutions listed on the signature pages of this Agreement and any other
Person that shall have become a Lender hereunder pursuant to Section 2.4(b),
including each Syndicated Global Lender and their respective successors and assigns.  





        “Lender
Increase Notice” is defined in Section 2.4(b)(i) hereof.  




11 











        “Lending
Installation” means, with respect to a Lender or the Global
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender or the
Global Administrative Agent.  





        “LIBOR” means
the applicable British Bankers’ Association Interest Settlement Rate for deposits in
Dollars appearing on the LIBOR Reference Page as of the applicable LIBOR Fixing Time, in
the approximate amount of the pro rata share of the Global Administrative Agent (or any
of its Affiliates) of the applicable Eurodollar Rate Loan, or in the case of an Indexed
Rate Auction in an amount equal to $1,000,000, and, in each case, having a maturity
approximately equal to the requested Interest Period or interest period; provided that,
(i) if the LIBOR Reference Page is not available to the Global Administrative Agent for
any reason at or about the LIBOR Fixing Time, the applicable LIBOR for the relevant
Interest Period or interest period shall instead be the applicable British Bankers’ Association
Interest Settlement Rate for deposits in Dollars offered to leading banks as reported by
any other generally recognized financial information service specified by the Global
Administrative Agent as of the applicable LIBOR Fixing Time, and having a maturity
approximately equal to such Interest Period or interest period, and (ii) if no such
British Bankers’ Association Interest Settlement Rate is available, the applicable
LIBOR for the relevant Interest Period or interest period shall instead be the rate
determined by the Global Administrative Agent to be the rate at which JPMorgan Chase
Bank, N.A. offers to place deposits in Dollars with first-class banks in the London
interbank market at the applicable LIBOR Fixing Time, in the approximate amount of
JPMorgan Chase Bank, N.A.‘s (or any of its Affiliates) relevant Eurodollar Rate Loan
or in the case of an Indexed Rate Auction in an amount equal to $1,000,000 and, in each
case, having a maturity approximately equal to such Interest Period or interest period.  





        “LIBOR
Fixing Time” means the relevant fixing date and/or time described in
Schedule I.  





        “LIBOR
Reference Page” means the relevant page on the relevant screen
described in Schedule I, including any successor or substitute screen, as
applicable, providing rate quotations comparable to those currently provided on such
screen, as determined by the Global Administrative Agent from time to time for purposes
of providing quotations of interest rates applicable to deposits in the London interbank
market in Dollars.  





        “Lien” means
any security interest, lien (statutory or other) or other similar charge or encumbrance
of any kind or nature whatsoever (including, without limitation, the interest of a vendor
or lessor under any conditional sale, Capitalized Lease or other title retention
agreement (excluding operating leases)).  





        “Loan” means
a Syndicated Global Loan or a Bid Rate Loan.  





        “Loan
Account” is defined in Section 2.14(E) hereof.  





        “Loan
Conversion Date” is defined in Section 2.2 hereof.  





        “Loan
Documents” means this Agreement, the Notes, the Support Agreement and
all other documents, instruments and agreements executed pursuant thereto or contemplated
thereby, in each case as the same may be amended, restated or otherwise modified and in
effect from time to time.  




12 











        “Material
Adverse Change” means any material adverse change in the business,
assets, operations or financial condition of Harley and its Subsidiaries taken as a whole
(excluding changes or effects in connection with specific events (and not general
economic or industry conditions) applicable specifically to Harley and/or its
Subsidiaries as disclosed in any Annual Report on Form 10-K, Quarterly Report on Form
10-Q or Current Report on Form 8-K filed with or furnished to the Commission prior to the
Closing Date).  





        “Material
Adverse Effect” means any event, development or circumstance that has
had a material adverse effect on (a) the business, assets, operations or financial
condition of Harley and its Subsidiaries taken as a whole (excluding changes or effects
in connection with specific events (and not general economic or industry conditions)
applicable specifically to Harley and/or its Subsidiaries as disclosed in any Annual
Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed
with or furnished to the Commission prior to the Closing Date) or (b) the validity or
enforceability of any of the Loan Documents or the rights or remedies of the Global
Administrative Agent and the Lenders thereunder.  





        “Material
Domestic Opco Subsidiary” means any Domestic Subsidiary that is a
Material Subsidiary but excluding HDFS and its Subsidiaries. For the avoidance of doubt,
no SPE shall be deemed to constitute a “Material Domestic Opco Subsidiary”hereunder.  





        “Material
Subsidiary” means, at any time, any Subsidiary of Harley with a Net
Worth equal to or greater than 5% of Consolidated Net Worth of Harley or Net Income (for
the period of four consecutive fiscal quarters then most recently ended) equal to or
greater than 10% of Consolidated Net Income (for such period) of Harley; providedthat,
if at any time the aggregate amount of Harley’s Consolidated Net Income attributable
to Subsidiaries that are not Material Subsidiaries exceeds twenty-five percent (25%) of
Harley’s Consolidated Net Income as of the end of any such fiscal quarter, Harley
shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate
such excess, and such designated Subsidiaries shall for all purposes of this Agreement
constitute Material Subsidiaries.  





        “Maturity
Date” means the Termination Date; provided that if the
Borrowers have given notice to the Global Administrative Agent pursuant to Section 2.2 to
convert the Loans to a Term Loan, the Maturity Date shall mean the one-year anniversary
of the Loan Conversion Date.  





        “Moody’s”
is
defined in Section 2.6(b) hereof.  





        “Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of
ERISA, to which Harley or any ERISA Affiliate is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made or accrued an
obligation to make contributions.  





        “Multiple
Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of Harley or any ERISA
Affiliate and at least one Person other than Harley and the ERISA Affiliates or (b) was
so maintained and in respect of which Harley or any ERISA Affiliate could have liability
under Section 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.  





        “Net
Income” of any Person for any period means the net income (or loss)
of such Person for such period, as shall be determined in accordance with Agreement
Accounting Principles.  






13 









        “Net
Worth” of any Person means such Person’s consolidated shareholder’s
equity, as shall be determined in accordance with Agreement Accounting Principles.  





        “Non
Pro Rata Loan” is defined in Section 8.2 hereof.  





        “Non-Loan
Party” means any Subsidiary of Harley that is not a Company.  





        “Non-U.S. Lender” is
defined in Section 3.5(iv) hereof.  





        “Notes” means
the Syndicated Global Notes and the Bid Rate Notes.  





        “Notice
of Assignment” is defined in Section 13.3(B) hereof.  





        “Obligations” means
all Loans, advances, debts, liabilities, obligations, covenants and duties owing by any
Borrower to the Global Administrative Agent, either Arranger, any Lender, any Affiliate
of any of the foregoing or any Indemnitee, of any kind or nature, present or future,
arising under this Agreement, the Notes or any other Loan Document, whether or not
evidenced by any note, guaranty or other instrument, whether or not for the payment of
money, whether arising by reason of an extension of credit, loan, guaranty,
indemnification, or in any other manner, whether direct or indirect (including those
acquired by assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired. The term includes, without limitation, all
interest, charges, expenses, fees, attorneys’ fees and disbursements, paralegals’ fees
(in each case whether or not allowed), and any other sum chargeable to any Borrower under
this Agreement or any other Loan Document.  





        “Opco
Guarantor” means any Material Domestic Opco Subsidiary.  





        “Opco
Leverage Ratio” is defined in Section 6.3(A) hereof.  





        “Other
Taxes” is defined in Section 3.5 hereof.  





        “Outstanding
Credit Exposure” is defined in Section 2.4(b)(ii) hereof.  





        “Participants” is
defined in Section 13.2(A) hereof.  





        “Payment
Date” means the last Business Day of each calendar quarter.  





        “PBGC” means
the Pension Benefit Guaranty Corporation, or any successor thereto.  





        “Permitted
Acquisition” means any acquisition (whether by purchase, merger,
consolidation or otherwise) or series of related acquisitions by Harley or any Subsidiary
of (i) all or substantially all the assets of or (ii) more than 50% of the Voting Stock
in, a Person or division or line of business of a Person, if, at the time of and
immediately after giving effect thereto, (a) no Default or Unmatured Default has occurred
and is continuing or would arise after giving effect (including pro forma effect)
thereto, (b) such Person or division or line of business is engaged in the same or a
similar line of business as Harley and the Subsidiaries or business reasonably related
thereto, (c) Harley and the Subsidiaries are in compliance, on a pro forma basis
reasonably acceptable to the Global Administrative Agent after giving effect to such
acquisition (but without giving effect to any synergies or cost savings), with the
covenants contained in Section 6.3 recomputed as of the last day of the most
recently ended fiscal quarter of Harley for which financial statements are available, as
if such acquisition (and any related incurrence or repayment of Indebtedness, with any
new Indebtedness being deemed to be amortized over the applicable testing period in
accordance with its terms) had occurred on the first day of each relevant period for
testing such compliance and, if the aggregate consideration paid in respect of such
acquisition exceeds $20,000,000, Harley shall have delivered to the Global Administrative
Agent a certificate of the chief financial officer or treasurer of Harley to such effect,
together with all relevant financial information, statements and projections reasonably
requested by the Global Administrative Agent, (d) in the case of an acquisition or merger
involving Harley or a Subsidiary, Harley is the surviving entity of such merger and/or
consolidation or the surviving entity of such merger and/or consolidation is a Subsidiary
of Harley and (e) the aggregate cash consideration paid in respect of such acquisition,
when taken together with the aggregate cash consideration paid in respect of all other
acquisitions of the type described in this definition, does not exceed the Applicable
Acquisition Basket during any fiscal year of Harley (the “Annual Permitted
Acquisition Basket”). For any fiscal year of Harley, the Annual Permitted
Acquisition Basket shall be increased by the unused amount of the Annual Permitted
Acquisition Basket in effect as of the last day of the immediately preceding fiscal year
of Harley, without giving effect to any carryover amount. Permitted Acquisitions in any
fiscal year of Harley shall be deemed to use first, the Annual Permitted Acquisition
Basket for such fiscal year and, second, any amount carried forward to such fiscal year
pursuant to this sentence. For the avoidance of doubt any promissory notes and other
noncash consideration received in connection with a Permitted Acquisition shall not count
against any Annual Permitted Acquisition Basket unless and until cash payments are
received in respect thereof, and upon such receipt, such cash payments shall count
against the Annual Permitted Acquisition Basket applicable to the fiscal year in which
such cash payments are received.  




14 











        “Permitted
Finance Receivables Securitization” means any financial asset
financing program or facility providing for the sale, conveyance, pledge or other
transfer of Finance Receivables by any of the Companies or their respective Subsidiaries
to a trust or to one or more limited purpose finance companies, special purpose entities
or financial institutions or other third party investors or financiers, either directly
or through one or more Subsidiaries.  





        “Permitted
Investmentu” means:  





        (a)                   direct
obligations of, or obligations the principal of and interest on which are
               unconditionally guaranteed by, the United States of America (or by any
agency                thereof to the extent such obligations are backed by the full faith
and credit                of the United States of America), in each case maturing within
one year from the                date of acquisition thereof (including, without
limitation, deposits or other                instruments that are fully insured by the
Federal Deposit Insurance Corporation                or another similar governmental
agency);  




        (b)                   investments
in commercial paper maturing within 12 months from the date of                acquisition
thereof and having, at such date of acquisition, the highest credit                rating
obtainable from S&P or from Moody’s and commercial paper                maturing
within 90 days from the date of acquisition thereof and having, at such
               date of acquisition, a rating of at least A-2 or P-2 from either S&P
or from                Moody’s;  




        (c)                   investments
in certificates of deposit, banker’s acceptances and time                deposits
maturing within 12 months from the date of acquisition thereof issued                or
guaranteed by or placed with, and money market deposit accounts issued or
               offered by, any domestic office of any commercial bank organized under the
laws                of the United States of America or any State thereof which has a
combined                capital and surplus and undivided profits of not less than
$250,000,000;  



15 











        (d)                   fully
collateralized repurchase agreements with a term of not more than thirty
               (30) days for securities (without regard to maturity) described in clause
(a)                above, clause (c) above or clause (f) below and entered into with a
financial                institution satisfying the criteria described in clause (c)
above;  




        (e)                   money
market funds that (i) comply with the criteria set forth in Securities and
               Exchange Commission Rule 2a-7 under the Investment Company Act of 1940,
(ii) are                rated AAA by S&P and Aaa by Moody’s and (iii) have
portfolio assets of                at least $5,000,000,000;  




        (f)                   securities
issued by any state of the United States or any political subdivision                of
any such state or any public instrumentality thereof having maturities of not
               more than 12 months from the date of acquisition thereof and, at the time
of                acquisition, having a rating of at least A-2 or P-2 (or long-term
ratings of at                least A3 or A-) from either S&P or Moody’s or, with
respect to                municipal bonds, a rating of at least MIG 2 or VMIG 2 from Moody’s;
and  




        (g)                   any
other investment made in accordance with Harley’s investment policy as
               in effect on the Closing Date (but excluding auction rate securities).  




        “Permitted
Liens” means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced: (a)
Liens for taxes, assessments and governmental charges or levies to the extent not
required to be paid under Section 6.1.2 hereof; (b) Liens imposed by law, such as
materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s
Liens and other similar Liens arising in the ordinary course of business securing
obligations that are either (i) not overdue for a period of more than forty-five (45)
days or (ii) being contested in good faith and by proper proceedings and as to which
appropriate reserves are being maintained; (c) pledges or deposits to secure obligations
under workers’ compensation laws, unemployment insurance or similar legislation or
to secure public or statutory obligations; (d) easements, rights of way and other
encumbrances on title to real Property that do not render title to the Property
encumbered thereby unmarketable or materially adversely affect the use of such Property
for its present purposes; (e) Liens of attachment or judgment with respect to judgments,
writs or warrants of attachment, or similar process against any of the Companies or any
of their Subsidiaries which do not constitute a Default under Section 7.1(f); (f)
Liens arising from leases, subleases or licenses granted to others which do not interfere
in any material respect with the business of the Companies or any of their Subsidiaries;
(g) any interest or title of the lessor in the Property subject to any operating lease
entered into by any of the Companies or any of their Subsidiaries in the ordinary course
of business; (h) Liens in respect of an agreement to dispose of any asset, to the extent
such disposal is permitted by this Agreement; (i) Liens arising under any retention of
title arrangements entered into in the ordinary course of business or over goods or
documents of title to goods arising in the ordinary course of documentary credit
transactions; (j) Liens arising due to any cash pooling, netting or composite accounting
arrangements between any one or more of the Borrowers and any of their Subsidiaries or
between any one or more of such entities and one or more banks or other financial
institutions where any such entity maintains deposits; and (k) customary rights of set
off, revocation, refund or chargeback or similar rights under deposit disbursement,
concentration account agreements or under the UCC (or comparable foreign law) or arising
by operation of law of banks or other financial institutions where any Borrower or any of
its Subsidiaries maintains deposit, disbursement or concentration accounts in the
ordinary course of business.  




16 










        “Permitted
Securitization Recourse Obligations” of a Person means recourse
obligations of such Person with respect to Finance Receivables sold, pledged or otherwise
transferred pursuant to a Permitted Finance Receivables Securitization, if and only if
such recourse obligations constitute performance guarantees and/or indemnification or
repurchase obligations arising as a result of the breach by such Person of a
representation, warranty or covenant in respect of such Finance Receivables or otherwise
in respect of losses, costs or expenses arising as a result of such Permitted Finance
Receivables Securitizations, in each case other than (A) recourse for Finance Receivables
uncollectible because of bankruptcy, insolvency, lack of creditworthiness or other mere
failure to pay on the part of the obligor with respect to such Finance Receivable, and
(B) indemnification or repurchase obligations arising from a representation, warranty or
covenant relating to the payment of any Indebtedness incurred or securities issued in
connection with such Permitted Finance Receivables Securitization.  





        “Person” means
any natural person, corporation, firm, company, joint venture, partnership, association,
enterprise, trust or other entity or organization, or any government or political
subdivision or any agency, department or instrumentality thereof.  




        “Plan” means
a Single Employer Plan or a Multiple Employer Plan.  




        “Prime
Rate” shall have the meaning assigned to that term in the definition
of Alternate Base Rate above.  




        “Pro
Rata Share” means, with respect to any Syndicated Global Lender, the
percentage obtained by dividing (A) such Syndicated Global Lender’s Commitment at
such time (in each case, as adjusted from time to time in accordance with the provisions
of this Agreement) by (B) the Aggregate Commitment at such time; provided, however,
that, if the Commitments have been terminated pursuant to the terms of this Agreement,
“Pro Rata Share” means, with respect to any Syndicated Global Lender,
the percentage obtained by dividing (A) the aggregate outstanding principal amount of
such Syndicated Global Lender’s Syndicated Global Loans by (B) the aggregate
outstanding principal amount of all Syndicated Global Loans.  




        “Property” of
a Person means any and all property, whether real, personal, tangible, intangible, or
mixed, of such Person, or other assets owned, leased or operated by such Person.  




        “Proposed
New Lender” is defined in Section 2.4(b)(i) hereof.  




        “Purchasers” is
defined in Section 13.3(A) hereof.  




        “Register” is
defined in Section 13.3(C) hereof.  




        “Regulation
D” means Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation or official interpretation of said Board of Governors relating to reserve
requirements applicable to member banks of the Federal Reserve System.  




        “Related
Person” means each of the following: (a) Harley, (b) any Subsidiary
of Harley or (c) any employee benefit plan of Harley or of any Subsidiary of Harley or
any Person organized, appointed or established by Harley for or pursuant to the terms of
any such plan.  




        “Release” means
any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge,
dispersal, leaching or migration into the indoor or outdoor environment, including the
movement of contaminants through or in the air, soil, surface water or groundwater.  




17 










        “Required
Lenders” means Lenders whose Pro Rata Shares, in the aggregate, are
greater than fifty percent (50%); provided, however, that, if any of the
Lenders shall have failed to fund its Pro Rata Share of any Loan requested by the
applicable Borrower which such Lenders are obligated to fund under the terms of this
Agreement and any such failure has not been cured, then for so long as such failure
continues, “Required Lenders” means Lenders (excluding all Lenders whose
failure to fund their respective Pro Rata Shares of such Loans has not been so cured)
whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Pro
Rata Shares of such Lenders; provided, further, however, that, if
the Commitments have been terminated pursuant to the terms of this Agreement, “Required
 Lenders” means Lenders (without regard to such Lenders’performance of
their respective obligations hereunder) whose Pro Rata Shares, in the aggregate, are
greater than fifty percent (50%).  




        “Reserve
Requirement” means, with respect to an Interest Period, the maximum
aggregate reserve requirement (including all basic, supplemental, marginal and other
reserves) which is imposed under Regulation D on eurocurrency liabilities.  




        “Restricted
Payment” means any cash dividend or other cash distribution with
respect to any Voting Stock or other equity interest in Harley or any Subsidiary of
Harley, or any cash payment, including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination of any
Indebtedness of, or Voting Stock or other equity interest in, Harley or any Subsidiary of
Harley or any option, warrant or other right to acquire any such Indebtedness of, or
Voting Stock or other equity interest in, Harley or any Subsidiary of Harley.  




        “Risk-Based
Capital Guidelines” is defined in Section 3.2 hereof.  




        “S&P” is
defined in Section 2.6(b) hereof.  




        “Selling
Lender” is defined in Section 2.4(b)(ii) hereof.  




        “Single
Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of Harley or any ERISA
Affiliate and no Person other than Harley and the ERISA Affiliates or (b) was so
maintained and in respect of which Harley or any ERISA Affiliate could have liability
under Section 4069 of ERISA in the event such plan has been or were to be terminated.  




        “SPE” means
a Subsidiary trust, limited purpose finance company, or special purpose entity formed for
the purpose of consummation of one or more Permitted Finance Receivables Securitizations.  




        “Subordinated
Indebtedness” is defined in Section 6.3(A) hereof.  




        “Subordinated
Intercompany Indebtedness” means Indebtedness arising from
intercompany loans; provided if the obligor on such Indebtedness is one or more of
the Companies (whether as a primary obligor or a secondary obligor), such Indebtedness
shall be subordinated to the Obligations pursuant to the subordination terms attached as
Schedule II.  




        “Subsidiary” of
a Person means (i) any corporation more than 50% of the outstanding securities having
ordinary voting power of which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such Person and
one or more of its Subsidiaries, or (ii) any company, partnership, association, trust,
joint venture or similar business organization more than 50% of the ownership interests
having ordinary voting power of which shall at the time be so owned or controlled. Unless
otherwise expressly provided, all references herein to a “Subsidiary” shall
mean a direct or indirect Subsidiary of Harley.  




18 










        “Support
Agreement” means the Support Agreement dated as of September 26, 1996
between Harley and HDFS evidencing Harley’s agreement to support certain debts of
HDFS and its Subsidiaries, together with and as supplemented by the letter agreement
dated as of April 30, 2009 to the Global Administrative Agent from Harley and HDFS
pursuant to which certain modifications to the above-referenced Support Agreement were
agreed to for the benefit of the Global Administrative Agent and the Lenders.  




        “Syndicated
Global Advance” means a borrowing consisting of simultaneous
Syndicated Global Loans of the same Type made to a Global Borrower by each of the
Syndicated Global Lenders pursuant to Section 2.1, and in the case of Eurodollar
Rate Advances, for the same Interest Period. The term “Syndicated Global Advance” shall
include the Term Loan (if any).  




        “Syndicated
Global Advance Borrowing Notice” is defined in Section 2.6(a)hereof.  




        “Syndicated
Global Lender” means any Lender (or any Affiliate, branch or agency
thereof) party hereto with a commitment to make Syndicated Global Loans to each Global
Borrower.  




        “Syndicated
Global Loan” means a loan by a Syndicated Global Lender to a Global
Borrower as part of a Syndicated Global Advance. The term “Syndicated Global Loan” shall
include the Term Loan (if any).  




        “Syndicated
Global Note” means, to the extent requested, a promissory note of a
Global Borrower payable to the order of any requesting Syndicated Global Lender, in
substantially the form of Exhibit  B-1 hereto, evidencing the aggregate
indebtedness of such Global Borrower to such Syndicated Global Lender resulting from the
Syndicated Global Loans made by such Syndicated Global Lender to such Global Borrower.  




        “Taxes” means
any and all present or future taxes, duties, levies, imposts, deductions, charges or
withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded
Taxes.  




        “Tax
Credit” means a credit against, relief or remission of, or repayment
of any Taxes or Other Taxes.  




        “Term
Loan” is defined in Section 2.2 hereof.  




        “Termination
Date” means the earlier of (a) April 29, 2010 and (b) the date of
termination of the Commitments pursuant to Section 2.4 or Section 8.1.  




        “Transactions” means
the execution, delivery and performance by the Companies of this Agreement and the other
Loan Documents, the borrowing of Loans and the use of the proceeds thereof.  




        “Transferee” is
defined in Section 13.5 hereof.  




19 










        “Type” means,
(a) with respect to any Syndicated Global Loan, its nature as a Base Rate Loan or
Eurodollar Rate Loan, and (b) with respect to any Syndicated Global Advance, its nature
as a Base Rate Advance or Eurodollar Rate Advance.  




        “Unmatured
Default” means an event which, but for the lapse of time or the
giving of notice, or both, would constitute a Default.  




        “U.S. Borrower” means
Harley or HDFC, and “U.S.           Borrowers” means,
collectively, Harley and HDFC.  




        “Voting
Stock” means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing
similar functions) of such Person, even if the right so to vote has been suspended by the
happening of such a contingency.  




        The
foregoing definitions shall be equally applicable to both the singular and plural forms of
the defined terms. Any accounting terms used in this Agreement which are not specifically
defined herein shall have the meanings customarily given them in accordance with generally
accepted accounting principles in effect from time to time. 



ARTICLE II
                                                  THE CREDITS 



        2.1
Syndicated Global Loans. Upon the satisfaction of the conditions precedent set
forth in Sections 4.1 and 4.2 hereof, from and including the date of this
Agreement and prior to the Termination Date, each Syndicated Global Lender severally and
not jointly agrees, on the terms and conditions set forth in this Agreement, to make
Syndicated Global Loans to the Global Borrowers from time to time, in Dollars, in an
amount not to exceed in the aggregate at any one time outstanding an amount equal to such
Syndicated Global Lender’s Pro Rata Share of the Aggregate Commitment; provided,
however 




	 	        (i)
               that the sum of (a) the aggregate amount of the Syndicated Global Loans
then                outstanding and (b) the aggregate amount of the Bid Rate Loans then
outstanding,                shall not exceed the Aggregate Commitment;  







	 	        (ii)
               that the aggregate outstanding amount of all Loans at any time shall not
exceed                the Aggregate Commitment; and  







	 	        (iii)
               that, notwithstanding anything contained in this Agreement, the aggregate
amount                of all Syndicated Global Loans made by a Syndicated Global Lender
shall not at                any time exceed the amount of such Syndicated Global Lender’s
Commitment.  







        Each
Syndicated Global Advance under this Section 2.1 shall consist of Syndicated Global
Loans made by each Syndicated Global Lender ratably in proportion to such Syndicated
Global Lender’s respective Pro Rata Share; provided that, the Global
Administrative Agent may allocate any Syndicated Global Advance on a non-pro rata basis to
the extent the failure to so allocate would cause a Syndicated Global Lender’s Loans
to exceed such Syndicated Global Lender’s Commitment. Subject to the terms of this
Agreement, each Global Borrower may borrow, repay and reborrow Syndicated Global Loans at
any time prior to the Termination Date. Each Global Borrower may select, in accordance
with Sections 2.6 and 2.8 and subject to the other conditions and
limitations therein set forth and set forth in this Article II, Global Rate Options
and Interest Periods applicable to portions of the Syndicated Global Advances. On the
Maturity Date, the outstanding principal balance of the Syndicated Global Loans shall be
paid in full by the Global Borrowers. 




20 









        2.2
Conversion to Term Loan. If the Borrowers so elect by delivery of a written notice
(the “Term Loan Conversion Notice”) to the Global Administrative Agent
at least ten (10) but not more than twenty (20) days prior to the date of the Termination
Date, then on the Termination Date (the “Loan Conversion Date”), but
subject to the satisfaction of the conditions precedent set forth in Section 4.2 hereof,
the Commitments shall be terminated and the then outstanding principal amount of the
Loans shall be converted to a term loan (the “Term Loan”) which shall,
in the case of each Lender, be in the amount of such Lender’s outstanding Loans on
such date, and which shall be due and payable in full, together with accrued interest, on
the first anniversary of the Loan Conversion Date, with any prepayment thereof to be made
subject to Section 2.3; provided, that no such conversion shall occur (i)
if a Default or Unmatured Default has occurred and is continuing either on the date of
delivery of such Term Loan Conversion Notice or on the Loan Conversion Date or (ii)
unless and until the Borrowers have paid to the Global Administrative Agent, for the
ratable account of each Lender, a fee in an amount equal to 3.00% of the aggregate
principal amount of the Term Loan on the Loan Conversion Date. Amounts repaid or prepaid
in respect of the Term Loan following any such conversion may not be reborrowed. If such
term loan conversion has not previously been completed, then on the Termination Date, the
Commitments shall be terminated and all of the Loans and other Obligations shall be due
and payable.  




        2.3
Optional Payments of Loans. Subject to Section 3.4 and the requirements of
Section 2.7, each relevant Global Borrower may (a) prepay Floating Rate Loans
following irrevocable notice given to the Global Administrative Agent by such Borrower,
by not later than 12:00 noon (New York time) on the date of the proposed prepayment, such
notice specifying the aggregate principal amount of and the proposed date of the
prepayment, and if such notice is given such Borrower shall prepay the outstanding
principal amounts of the specified Floating Rate Loans comprising part of the same
Syndicated Global Advance in whole or ratably in part and (b) prepay any Fixed Rate Loans
following notice given to the Global Administrative Agent by such Borrower by not later
than 12:00 noon (New York time) on the date that is not less than one (1) Business Day
preceding the date of the proposed prepayment, such notice specifying the Syndicated
Global Advance to be prepaid and the proposed date of the prepayment, and, if such notice
is given, such Borrower shall, prepay the outstanding principal amounts of the Fixed Rate
Loans comprising an Advance in whole (and not in part), together with accrued interest to
the date of such prepayment on the principal amount prepaid. With respect to Floating
Rate Advances, each partial prepayment shall be in an aggregate principal amount not less
than $1,000,000 and integral multiples of $100,000.  




        2.4
Reduction/Increase of Commitments.  




	 	        (a)Reduction
of Commitments. Harley may permanently reduce the Aggregate           Commitment in
whole, or in part ratably among the Lenders, in an aggregate           minimum amount of
$10,000,000 and integral multiples of $5,000,000 in excess of           that amount, upon
at least five (5) Business Days’ prior written notice to           the Global
Administrative Agent, which notice shall specify the amount of any           such
reduction; provided, however, that the amount of the           Aggregate
Commitment may not be reduced below the sum of the aggregate principal           amount
of the outstanding Advances. All accrued and unpaid commitment fees shall           be
payable on the effective date of any termination of the obligations of the
          Lenders to make Loans hereunder. The Global Administrative Agent shall promptly
          distribute to the relevant Lenders any notices received by it under this Section
2.4(a).  







	 	        (b)Increase
in Aggregate Commitment.  







21 









        (i)          At
any time prior to the Termination Date, Harley may request that the Aggregate
          Commitment be increased; provided that, (A) the Aggregate Commitment
          shall at no time exceed $1,200,000,000 and (B) each such request shall be in a
          minimum amount of at least $10,000,000. Each request shall be made in a written
          notice given to the Global Administrative Agent and the Lenders by Harley not
          less than twenty (20) Business Days prior to the proposed effective date of
such           increase, which notice (a “Commitment Increase Notice”)
shall           specify the amount of the proposed increase in the Aggregate Commitment
and the           proposed effective date of such increase. In the event of such a
Commitment           Increase Notice, each of the Syndicated Global Lenders shall be
given the           opportunity to participate in the requested increase ratably in the
proportions           that their respective Commitments bear to the Aggregate Commitment
under this           Agreement. On or prior to the date that is fifteen (15) Business
Days after           receipt of the Commitment Increase Notice, each Syndicated Global
Lender shall           submit to the Global Administrative Agent a notice indicating the
maximum amount           by which it is willing to increase its Commitment in connection
with such           Commitment Increase Notice (any such notice to the Global
Administrative Agent           being herein a “Lender Increase Notice”).
Any Syndicated Global           Lender which does not submit a Lender Increase Notice to
the Global           Administrative Agent prior to the expiration of such fifteen (15)
Business Day           period shall be deemed to have denied any increase in its
Commitment. In the           event that the increases of Commitments set forth in the
Lender Increase Notices           exceed the amount requested by Harley in the Commitment
Increase Notice, the           Global Administrative Agent and the Arrangers shall have
the right, with the           consent of Harley, to allocate the amount of increases
necessary to meet the           Commitment Increase Notice. In the event that the Lender
Increase Notices are           less than the amount requested by the Commitment Increase
Notice, not later than           three (3) Business Days prior to the proposed effective
date of the requested           increase, Harley may notify the Global Administrative
Agent of any financial           institution that shall have agreed to become a “Lender” party
hereto           (a “Proposed New Lender”) in connection with the
Commitment           Increase Notice. Any Proposed New Lender shall be subject to the
consent of the           Global Administrative Agent (which consent shall not be
unreasonably withheld).           If Harley shall not have arranged any Proposed New
Lender(s) to commit to the           shortfall from the Lender Increase Notices, then
Harley shall be deemed to have           reduced the amount of the Commitment Increase
Notice to the aggregate amount set           forth in the Lender Increase Notices. Based
upon the Lender Increase Notices,           any allocations made in connection therewith
and any notice regarding any           Proposed New Lender, if applicable, the Global
Administrative Agent shall notify           Harley and the Syndicated Global Lenders on
or before the Business Day           immediately prior to the proposed effective date of
the amount of each           Syndicated Global Lender’s and Proposed New Lenders’ Commitment
(the “Effective Commitment Amount”) and the amount of the Aggregate
          Commitment, which amounts shall be effective on the following Business Day. Any
          increase in the Aggregate Commitment shall be subject to the following
          conditions precedent: (I) as of the date of the Commitment Increase Notice and
          as of the proposed effective date of the increase in the Aggregate Commitment,
          no event shall have occurred and then be continuing which constitutes a Default
          or Unmatured Default, (II) Harley, the Global Administrative Agent and each
          Proposed New Lender or Syndicated Global Lender that shall have agreed to
          provide a “Commitment” in support of such increase in the Aggregate
          Commitment shall have executed and delivered a “Commitment and
          Acceptance” substantially in the form of Exhibit E hereto, (III)
          counsels for the Borrowers and for the Guarantors shall have provided to the
          Global Administrative Agent supplemental opinions in form and substance
          reasonably satisfactory to the Global Administrative Agent and (IV) the
          Borrowers, the Guarantors and the Proposed New Lender shall otherwise have
          executed and delivered such other instruments and documents as the Global
          Administrative Agent shall have reasonably requested in connection with such
          increase. If any fee shall be charged by the Lenders in connection with any
such           increase, such fee shall be in accordance with then prevailing market
          conditions, which market conditions shall have been reasonably documented by
the           Global Administrative Agent to Harley. No less than two (2) Business Days
prior           to the effective date of the increase of the Aggregate Commitment, the
Global           Administrative Agent shall notify Harley of the amount of the fee to be
charged           by the Lenders, and Harley may, at least one (1) Business Day prior to
such           effective date, cancel its request for the commitment increase. Upon
          satisfaction of the conditions precedent to any increase in the Aggregate
          Commitment, the Global Administrative Agent shall promptly advise Harley and
          each Syndicated Global Lender of the effective date of such increase. Upon the
          effective date of any increase in the Aggregate Commitment that is supported by
          a Proposed New Lender, such Proposed New Lender shall be a party to this
          Agreement as a Lender and shall have the rights and obligations of a Lender
          hereunder. Nothing contained herein shall constitute, or otherwise be deemed to
          be, a commitment on the part of any Lender to increase its Commitment hereunder
          at any time.  




22 














	 	        (ii)          For
purposes of this clause (ii), (A) the term “Buying           Lender(s)” shall
mean (1) each Syndicated Global Lender the Effective           Commitment Amount of which
is greater than its Commitment prior to the effective           date of any increase in
the Aggregate Commitment and (2) each Proposed New           Lender that is allocated an
Effective Commitment Amount in connection with any           Commitment Increase Notice
and (B) the term “Selling Lender(s)”          shall mean each Syndicated
Global Lender whose Commitment is not being increased           from that in effect prior
to such increase in the Aggregate Commitment.           Effective on the effective date
of any increase in the Aggregate Commitment           pursuant to clause (i) above, each
Selling Lender hereby sells, grants, assigns           and conveys to each Buying Lender,
without recourse, warranty, or representation           of any kind, except as
specifically provided herein, an undivided percentage in           such Selling Lender’s
right, title and interest in and to the aggregate           principal amount of its
Syndicated Global Loans outstanding at such time           (“Outstanding Credit
Exposure”) in the respective amounts and           percentages necessary so
that, from and after such sale, each such Selling           Lender’s Outstanding
Credit Exposure shall equal such Selling Lender’s           Pro Rata Share
(calculated based upon the Effective Commitment Amounts) of the           Aggregate
Outstanding Credit Exposure. Effective on the effective date of the           increase in
the Aggregate Commitment pursuant to clause (i) above, each Buying           Lender
hereby purchases and accepts such grant, assignment and conveyance from           the
Selling Lenders. Each Buying Lender hereby agrees that its respective           purchase
price for the portion of the Aggregate Outstanding Credit Exposure           purchased
hereby shall equal the respective amount necessary so that, from and           after such
payments, each Buying Lender’s Outstanding Credit Exposure shall           equal
such Buying Lender’s Pro Rata Share (calculated based upon the           Effective
Commitment Amounts) of the aggregate of the Outstanding Credit           Exposure of all
the Syndicated Global Lenders (“Aggregate Outstanding           Credit Exposure”).
Such amount shall be payable on the effective date           of the increase in the
Aggregate Commitment by wire transfer of immediately           available funds to the
Global Administrative Agent. The Global Administrative           Agent, in turn, shall
wire transfer any such funds received to the Selling           Lenders, in same day
funds, for the sole account of the Selling Lenders. Each           Selling Lender hereby
represents and warrants to each Buying Lender that such           Selling Lender owns the
Outstanding Credit Exposure being sold and assigned           hereby for its own account
and has not sold, transferred or encumbered any or           all of its interest in such
Outstanding Credit Exposure, except for           participations which will be reduced or
extinguished (as applicable) upon           payment to Selling Lender of an amount equal
to the portion of the Aggregate           Outstanding Credit Exposure being sold by such
Selling Lender. Each Buying           Lender hereby acknowledges and agrees that, except
for each Selling           Lender’s representations and warranties contained in the
foregoing           sentence, each such Buying Lender is buying such interest without
recourse to           the Selling Lender and has entered into its Commitment and
Acceptance with           respect to such increase on the basis of its own independent
investigation and           has not relied upon, and will not rely upon, any explicit or
implicit written or           oral representation, warranty or other statement of the
Lenders or the Global           Administrative Agent concerning the authorization,
execution, legality,           validity, effectiveness, genuineness, enforceability or
sufficiency of this           Agreement or the other Loan Documents. Harley hereby agrees
to compensate each           Selling Lender for all losses, expenses and liabilities
incurred by such Selling           Lender in connection with the sale and assignment of
any Eurodollar Rate Loan           hereunder on the terms and in the manner as set forth
in Section 3.4.  







        2.5
Method of Borrowing Syndicated Global Advances. The Global Administrative Agent
shall, promptly upon receipt of a Syndicated Global Advance Borrowing Notice, notify each
Syndicated Global Lender of such Syndicated Global Advance Borrowing Notice and, not
later than such time as is reasonably requested by the Global Administrative Agent on
each Borrowing Date, each Syndicated Global Lender shall make available its Syndicated
Global Loan or Loans, in funds immediately available to the Global Administrative Agent
at its address specified pursuant hereto. The Global Administrative Agent will promptly
make the funds so received from the Syndicated Global Lenders available to the relevant
Global Borrower.  




23 










        2.6
Method of Selecting Types and Interest Periods; Determination of Applicable Margins. 




        (a)    Method
of Selecting Types and Interest Periods for Syndicated Global           Advances.
Each Borrower shall select the Type of Syndicated Global Advance           and, in the
case of each Eurodollar Rate Advance, the Interest Period applicable           to each
Syndicated Global Advance from time to time. Each Global Borrower shall           give
the applicable office of the Global Administrative Agent or its applicable
          Affiliate (in each case as previously directed by the Global Administrative
          Agent to such Global Borrower) irrevocable notice (a “Syndicated Global
          Advance Borrowing Notice”), at its applicable office as previously
          specified to such Borrower, not later than the applicable time described in Schedule
I, specifying: (i) the Borrowing Date of such Advance (which           shall be a
Business Day); (ii) the aggregate amount of such Advance; (iii) the           Type of
Advance selected and (iv) in the case of each Eurodollar Rate Advance,           the
Interest Period applicable thereto. There shall be no more than ten (10)
          Interest Periods in effect with respect to all of the Syndicated Global
Advances           to any one Global Borrower at any time. The Term Loan Conversion
Notice will           serve as the Syndicated Global Advance Borrowing Notice for the
Term Loan. Each           Floating Rate Advance shall bear interest from and including
the date of the           making of such Advance to (but not including) the date of
repayment thereof at           the applicable Floating Rate, changing when and as such
Floating Rate changes, plus the Floating Rate Margin. Changes in the rate of
interest on that           portion of any Syndicated Global Advance maintained as a
Floating Rate Loan will           take effect simultaneously with each change in the
Alternate Base Rate. Each           Eurodollar Rate Advance shall bear interest from and
including the first day of           the Interest Period applicable thereto to (but not
including) the last day of           such Interest Period at the interest rate determined
as applicable to such           Eurodollar Rate Advance.  




        (b)       Determination
of Applicable Margin, Applicable Floor and Applicable           Commitment Fee Rate.  




	 	        (i)
Definitions. As used in this Section 2.6(b) and in this Agreement,
               the following terms shall have the following meanings:  







	 	        “Applicable
Commitment Fee Rate” means the percentage identified as the Applicable
Commitment Fee Rate in, and determined by reference to, the table set forth in this clause
(i)below.  







	 	        “Applicable
Finco” means, at any date of determination, the Finco(s) that have, with respect
to any rating agency identified in this Section, the highest of the rating(s) issued by
such rating agency then in effect (if any) with respect to the senior unsecured long-term
debt securities without third-party credit enhancement of any of the Fincos. For the
avoidance of doubt, references in this Section to the Applicable Finco’s ratings
shall refer to such highest ratings.  







	 	        “Applicable
Floor” means the percentage identified as the Applicable Floor in, and
determined by reference to, the table set forth in this clause (i) below.  







	 	        “Applicable
Margin” means the greater of (i) the Applicable Floor and (ii) (x) a percentage
determined in accordance with the provisions of this Section 2.6(b) by reference
to Harley’s or the Applicable Finco’s, as applicable, Status as established by
reference to the following table, multiplied by, (y) on each Rate Set Date, the average
of the Markit CDX.NA.IG Series 12 or any successor series (5 Year Period) (the “Index”)
for the preceding thirty (30) business days (in respect of which the Securities Industry
and Financial Markets Association declares the U.S. fixed income market to be open) as
available to the applicable office of the Global Administrative Agent, or if fewer, the
number of days for which the then current series is in effect; provided that in
respect of the Term Loan, if any, “Applicable Margin”means the Applicable
Term-Out Margin:  







24 















	

	Percentage for Determining Applicable

Margin, Applicable Floor and Applicable

Commitment Fee Rate
	Level I

 
	Level II

 
	Level III

 
	Level IV

 
	Level V

 

	Applicable Margin	125%	150%	175%	200%	225%
	

	Applicable Floor	2.00%	3.00%	3.50%	4.00%	5.00%
	

	Applicable Commitment Fee Rate	0.25%	0.375%	0.50%	0.625%	0.875%
	

	Applicable Term-Out Margin	7.00%	7.50%	7.50%	8.00%	8.00%
	










	 	        “Fitch
Rating” means, at any time, the rating issued by Fitch Ratings and then in
effect with respect to (i) in the case of Loans to Harley, Harley’s issuer default
rating and (ii) in the case of Loans to any other Borrower, the Applicable Finco’s
senior unsecured long-term debt securities without third-party credit enhancement.  







	 	        “Level
I Status” exists at any date if, on such date, at least two of the following
ratings exist: the Moody’s Rating is A2 or better, the S&P Rating is A or better
or the Fitch Rating is A or better.  







	 	        “Level
II Status” exists at any date if, on such date, (i) the applicable Borrower has
not qualified for Level I Status and (ii) at least two of the following ratings exist:
the Moody’s Rating is A3 or better, the S&P Rating is A- or better or the Fitch
Rating is A- or better.  







	 	        “Level
III Status” exists at any date if, on such date, (i) the applicable Borrower has
not qualified for Level I Status or Level II Status and (ii) at least two of the
following ratings exist: the Moody’s Rating is Baa1 or better, the S&P Rating is
BBB+ or better or the Fitch Rating is BBB+ or better.  







	 	        “Level
IV Status” exists at any date if, on such date, (i) the applicable Borrower has
not qualified for Level I Status , Level II Status or Level III Status and (ii) at least
two of the following ratings exist: the Moody’s Rating is Baa2 or better, the S&P
Rating is BBB or better or the Fitch Rating is BBB or better.  







	 	        “Level
V Status” exists at any date if, on such date, the applicable Borrower has not
qualified for Level I Status, Level II Status, Level III Status or Level IV Status.  







	 	        “Moody’s
Rating” means, at any time, the rating issued by Moody’s Investors Service,
Inc. and then in effect with respect to (i) in the case of Loans to Harley, Harley’s
issuer rating and (ii) in the case of Loans to any other Borrower, the Applicable Finco’s
senior unsecured long-term debt securities without third-party credit enhancement.  








25 









	 	        “Rate
Set Date” means, (1) with reference to any Eurodollar Rate Loan, (i) the date on
which the initial rate applicable to such Loan is set and (ii) (a) in the case of Loans
with Interest Periods of 3 months or less, the date of commencement of each successive
Interest Period for such Loan and (b) in the case of Loans with Interest Periods of
greater than 3 months, the date which is the end of each successive 3-month period, (2)
with reference to any Floating Rate Loan and the Applicable Commitment Fee Rate, the
Closing Date and the first Business Day of each calendar quarter thereafter, (3) with
respect to all Loans, the date on which any change in a Status occurs and (4)
notwithstanding the foregoing, during such time when the Index is unavailable, as further
described in Section 3.3(b).  







	 	        “Relevant
Loans” means (1) Eurodollar Rate Loans and (2) Eurodollar Rate Advances.  







	 	        “S&P
Rating” means, at any time, the rating issued by Standard and Poor’s Rating
Services, a division of The McGraw Hill Companies, Inc., and then in effect with respect
to (i) in the case of Loans to Harley, Harley’s implied corporate credit rating and
(ii) in the case of Loans to any other Borrower, the Applicable Finco’s senior
unsecured long-term debt securities without third-party credit enhancement.  







	 	        “Status” means
Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.  







	 	        (ii)
Determination of Applicable Margin, Applicable Floor and Applicable
               Commitment Fee Rate. The Applicable Margin and the Applicable Floor in
               respect of any Loan and the Applicable Commitment Fee Rate payable under
Section 2.14(C) shall be determined by reference to the table set forth
               in clause (i) above, as applicable, on the basis of the Status as
               determined from Harley’s or the Applicable Finco’s, as
applicable,                then-current Moody’s Rating, S&P Rating and Fitch
Rating. The rating in                effect on any date for the purposes of this Section
is that in effect at the                close of business on such date (it being
understood and agreed that any change                in such rating shall be effective as
of the date on which such change is first                announced publicly by the rating
agency making such change). Except under the                circumstances described in clause
(iii) below, if at any time Harley has                no Moody’s Rating, no S&P
Rating and no Fitch Rating, Level V Status                shall exist with respect to
Loans to Harley. Except under the circumstances                described in clause
(iii) below, if at any time none of the Fincos has a                Moody’s
Rating, S&P Rating or Fitch Rating, Level V Status shall exist                with
respect to Loans to any Borrower other than Harley. If any rating agency
               shall change the basis on which ratings are established, each reference to
               Moody’s Rating, S&P Rating or Fitch Rating shall refer to the
then                equivalent rating by the applicable rating agency. Notwithstanding
the                foregoing, (a) if Harley or the Applicable Finco, as applicable, is
split-rated                by all three rating agencies (i.e., the ratings issued by the
rating agencies                are at three different levels), then the intermediate
level will apply, and (b)                in the event that Harley or the Applicable
Finco, as applicable, shall maintain                ratings from only two rating agencies
and they are split-rated and (x) the                ratings differential is one level,
then the higher level will apply and (y) the                ratings differential is two
levels or more, then the level next below that of                the higher of the levels
will apply.  







	 	        (iii)
Changes re. Rating Agencies. If any of Moody’s, S&P or Fitch
               shall cease to be in the business of rating corporate debt obligations,
the                Companies and the Required Lenders shall negotiate in good faith to
amend this                Agreement to reflect the unavailability of ratings from such
rating agency and,                pending the effectiveness of any such amendment, the
applicable ratings (in                respect of determination of “Status”, the
“Guaranty Ratings                Threshold Date” and the “Additional
Negative Covenant Period”)                from such rating agency shall be
determined by reference to the rating(s) most                recently in effect from such
rating agency prior to such cessation.  







26 










        2.7
Minimum Amount of Each Syndicated Global Advance. Each Syndicated Global Advance
(other than the Term Loan) shall be in the applicable minimum amounts specified in Schedule
I; provided, however, that any Base Rate Advance may be in the amount
of the unused Aggregate Commitment.  




        2.8
Method of Selecting  Types and Interest  Periods for Conversion  and  Continuation  of
Syndicated  Global  Advances.  




        (A)    Right
to Convert. The applicable Borrower may elect from time to time,           subject to
the provisions of Section 2.6, Section 2.7 and this Section 2.8, to
convert all or any part of an Advance of any Type into           any other Type or Types
of Advance; provided that any conversion of any           Fixed Rate Advance or
Fixed Rate Loan shall be made on, and only on, the last           day of the Interest
Period applicable thereto.  




        (B)    Automatic
Conversion and Continuation. Floating Rate Loans shall continue           as Floating
Rate Loans of the same Type unless and until such Floating Rate           Loans are
converted into Fixed Rate Loans. Fixed Rate Loans shall continue as           Fixed Rate
Loans until the end of the then applicable Interest Period therefor,           at which
time such Fixed Rate Loans shall be automatically converted into Base           Rate
Loans unless the applicable Borrower shall have given the Global           Administrative
Agent notice in accordance with Section 2.8(D) requesting           that, at the
end of such Interest Period, such Fixed Rate Loans continue as           Fixed Rate
Loans.  




        (C)    No
Conversion Post-Default. Notwithstanding anything to the contrary           contained
in Section 2.8(A) or Section 2.8(B), no Syndicated           Global Loan
may be converted into or continued as a Fixed Rate Loan except with           the consent
of the Required Lenders when any Default has occurred and is           continuing.  




        (D)    Conversion/Continuation
Notice. The applicable Borrower shall give the           Global Administrative Agent
irrevocable notice (a           “Conversion/Continuation Notice”) of
each conversion of a           Floating Rate Loan into a Fixed Rate Loan or continuation
of a Fixed Rate Loan           not later than the time prior to the date of the requested
conversion or           continuation which is consistent with the requisite time and
notice required in           connection with Section 2.6(a), specifying: (1) the
requested date (which           shall be a Business Day) of such conversion or
continuation; (2) the amount and           Type of the Syndicated Global Loan to be
converted or continued; and (3) the           amounts of Fixed Rate Loan(s) into which
such Syndicated Global Loan is to be           converted or continued and the duration of
the Interest Periods applicable           thereto.  




        2.9
     [Reserved] 




        2.10
The Bid Rate Advances. (a) Each Syndicated Global Lender severally agrees that, on
the terms and conditions set forth in this Agreement, any Global Borrower may request and
receive Bid Rate Advances in Dollars under this Section 2.10 from time to time on
any Business Day during the period from the date hereof until the date occurring 30 days
prior to the Termination Date in the manner set forth below; provided, however,
that, following the making of each Bid Rate Advance, the aggregate amount of the Advances
then outstanding shall not exceed the Aggregate Commitment.  




        (b)
         The procedures for the solicitation and acceptance of Bid Rate Loans are set
          forth below:  





27 









	 	        (i)          The
applicable Global Borrower may request a Bid Rate Advance under this Section 2.10(b) by
giving the Global Administrative Agent irrevocable           notice at the office and
location specified by the Global Administrative Agent,           in a form reasonably
acceptable to the Global Administrative Agent (a           “Bid Rate Advance
Borrowing Notice”), specifying the           date and aggregate amount of the
proposed Bid Rate Advance, the maturity date           for repayment of each Bid Rate
Loan to be made as part of such Bid Rate Advance           (which maturity date may not
be earlier than, in the case of an Absolute Rate           Auction, the date occurring
thirty days, and in the case of an Indexed Rate           Auction, the date occurring one
month after the date of the related Bid Rate           Advance or later than, in the case
of an Absolute Rate Auction, the earlier of           the day occurring 180 days after
the date of such Bid Rate Advance and the           Termination Date, and in the case of
an Indexed Rate Auction, the earlier of the           day occurring six months after the
date of such Bid Rate Advance and the           Termination Date), the interest payment
date or dates relating thereto, and any           other terms to be applicable to such
Bid Rate Advance, not later than 10:00 a.m.           (New York time) (A) one Business
Day prior to the date of the proposed Bid Rate           Advance, if the applicable
Global Borrower shall specify in the Bid Rate Advance           Borrowing Notice that the
rates of interest to be offered by the Syndicated           Global Lenders shall be
absolute rates per annum (such type of solicitation           being an “Absolute
Rate Auction”) and (B) five (5) Business           Days prior to the date of the
proposed Bid Rate Advance, if the applicable           Global Borrower shall specify in
the Bid Rate Advance Borrowing Notice that the           rates of interest to be offered
by the Syndicated Global Lenders shall be based           on the Eurodollar Base Rate
(such type of solicitation being an “Indexed           Rate Auction”).
The Global Administrative Agent shall, promptly           following its receipt of a Bid
Rate Advance Borrowing Notice under this Section 2.10(b), notify each Syndicated
Global Lender of such request by           sending such Syndicated Global Lender a copy
of such Bid Rate Advance Borrowing           Notice.  







	 	        (ii)          Each
Syndicated Global Lender may, if, in its sole discretion, it elects to do           so,
irrevocably offer to make one or more Bid Rate Loans to the applicable           Global
Borrower as part of such proposed Bid Rate Advance at a rate or rates of
          interest specified by such Syndicated Global Lender in its sole discretion, by
          notifying the Global Administrative Agent (which shall give prompt notice
          thereof to the applicable Global Borrower), before 11:00 a.m. (New York time)
          (or if such Syndicated Global Lender is the Global Administrative Agent, before
          10:45 a.m. (New York time)) (A) on the date of such proposed Bid Rate Advance,
          in the case of an Absolute Rate Auction, and (B) four Business Days before the
          date of such proposed Bid Rate Advance, in the case of an Indexed Rate Auction
          of the minimum amount and maximum amount of each Bid Rate Loan which such
          Syndicated Global Lender would be willing to make as part of such proposed Bid
          Rate Advance (which amounts may, subject to the proviso to the first sentence
of Section 2.10(a), exceed such Syndicated Global Lender’s Commitment),
          the rate or rates of interest, in the case of an Absolute Rate Auction, or the
          spread or spreads with respect to the Eurodollar Base Rate, in the case of an
          Indexed Rate Auction, therefor and such Syndicated Global Lender’s Lending
          Installation with respect to such Bid Rate Loan.  







	 	        (iii)          The
applicable Global Borrower shall, in turn, before (A) 12:00 noon (New York
          time) on the date of such proposed Bid Rate Advance, in the case of an Absolute
          Rate Auction, and (B) 11:00 a.m. (New York time) three Business Days before the
          date of such proposed Bid Rate Advance, in the case of an Indexed Rate Auction
          for a Bid Rate Advance, either:  







	 	        (x)          cancel
such Bid Rate Advance by giving the Global Administrative Agent notice to           that
effect; or  







	 	        (y)          accept,
subject to Section 2.10(d), one or more of the offers made by any
          Syndicated Global Lender or Syndicated Global Lenders pursuant to Section
          2.10(b)(ii), in its sole discretion, by giving notice to the Global
          Administrative Agent of the amount of each Bid Rate Loan (which amount shall be
          equal to or greater than the minimum amount, and equal to or less than the
          maximum amount, notified to the applicable Global Borrower by the Global
          Administrative Agent on behalf of such Syndicated Global Lender for such Bid
          Rate Loan pursuant to Section 2.10(b)(ii)) to be made by each Syndicated
          Global Lender as part of such Bid Rate Advance, and reject any remaining offers
          made by Syndicated Global Lenders pursuant to Section 2.10(b)(ii) by
          giving the Global Administrative Agent notice to that effect.  








28 









	 	        (iv)          If
the applicable Global Borrower notifies the Global Administrative Agent that
          such Bid Rate Advance is canceled pursuant to Section 2.10(b)(iii)(x),
          the Global Administrative Agent shall give prompt notice thereof to the
          Syndicated Global Lenders and such Bid Rate Advance shall not be made.  







	 	        (v)          If
the applicable Global Borrower accepts one or more of the offers made by any
          Syndicated Global Lender or Syndicated Global Lenders pursuant to Section
          2.10(b)(iii)(y), the Global Administrative Agent shall in turn promptly
          notify (A) each Syndicated Global Lender that has made an offer as described in
Section 2.10(b)(ii) of the date, and aggregate amount of such Bid
          Rate Advance and whether or not any offer or offers made by such Syndicated
          Global Lender pursuant to Section 2.10(b)(ii) have been accepted by the
          applicable Global Borrower and (B) each Syndicated Global Lender that is to
make           a Bid Rate Loan as part of such Bid Rate Advance, of the amount of each
Bid Rate           Loan to be made by such Syndicated Global Lender as part of such Bid
Rate           Advance. Each Syndicated Global Lender that is to make a Bid Rate Loan as
part           of such Bid Rate Advance shall, not later than 3:00 p.m. (New York time)
on the           date of such Bid Rate Advance specified in the notice received from the
Global           Administrative Agent pursuant to clause  (A) of the preceding
sentence,           make available for the account of its Lending Installation to the
Global           Administrative Agent at the Lending Installation of the Global
Administrative           Agent most recently designated by the Global Administrative
Agent for this           purpose, such Syndicated Global Lender’s portion of such
Bid Rate Advance,           in same day funds in Dollars. Upon fulfillment of the
applicable conditions set           forth in Article IV and after receipt by the
Global Administrative Agent           of such funds, the Global Administrative Agent will
make such funds available to           the applicable Global Borrower at the Global
Administrative Agent’s           aforesaid address. Promptly after each Bid Rate
Advance, the Global           Administrative Agent will notify each Syndicated Global
Lender of the amount of           such Bid Rate Advance, the consequent Bid Rate
Reduction and the dates upon           which such Bid Rate Reduction commenced and will
terminate.  







	 	        (vi)          Notwithstanding
the other provisions of this Section 2.10(b), the           applicable Global
Borrower may elect at its own discretion to assume the           responsibilities of the
Global Administrative Agent in connection with the           solicitation and acceptance
of Bid Rate Loans as described in this section. In           the event that the
applicable Global Borrower makes the election described in           this subsection, all
notices to be given by such Borrower to the Global           Administrative Agent
pursuant to this Section 2.10(b) shall be given by           such Borrower
directly to the Global Administrative Agent and the Syndicated           Global Lenders,
all notices to be given by the Global Administrative Agent to           the Syndicated
Global Lenders pursuant to this Section 2.10(b)          shall be given by
such Borrower to the Syndicated Global Lenders, and all           notices to be given by
the Syndicated Global Lenders to the Global           Administrative Agent pursuant to
this Section 2.10(b) shall be given by           the Syndicated Global Lenders to
such Borrower and the Global Administrative           Agent. In addition, any fee payable
to the Global Administrative Agent in           connection with the Bid Rate Loans in
connection with such Bid Rate Loans           solicited and accepted by any Global
Borrower pursuant to this clause (vi) is           hereby waived.  







        (c)          Each
Bid Rate Advance shall be in an aggregate amount not less than $10,000,000           or
an integral multiple of approximately $1,000,000 in excess thereof, and,
          following the making of each Bid Rate Advance, the Borrowers shall be in
          compliance with the limitation set forth in the proviso to the first sentence
of Section 2.10(a).  




29 










        (d)          Each
acceptance by the applicable Global Borrower pursuant to Section
          2.10(b)(iii)(y) of the offers made in response to a Bid Rate Advance
          Borrowing Notice shall be treated as an acceptance of such offers in ascending
          order of the rates or margins, as applicable, at which the same were made but
          if, as a result thereof, two or more offers at the same such rate or margin
          would be partially accepted, then the amounts of the Bid Rate Loans in respect
          of which such offers are accepted shall be treated as being the amounts which
          bear the same proportion to one another as the respective amounts of the Bid
          Rate Loans so offered bear to one another but, in each case, rounded as the
          Global Administrative Agent (or the applicable Global Borrower in the event
such           Borrower runs the bid rate process under clause (b)(vi) above) may
          consider necessary to ensure that the amount of each such Bid Rate Loan is
          approximately $500,000 or an integral multiple thereof.  




        (e)          Within
the limits and on the conditions set forth in this Section 2.10,           each
Global Borrower may from time to time borrow under this Section           2.10,
repay pursuant to Section 2.10(f), and reborrow under this Section 2.10.  




        (f)          The
applicable Global Borrower shall repay to the Global Administrative Agent,           for
the account of each Syndicated Global Lender which has made a Bid Rate Loan           to
it, on the maturity date of such Bid Rate Loan (such maturity date being that
          specified by such Borrower for repayment of such Bid Rate Loan in the related
          Bid Rate Advance Borrowing Notice), or, if earlier, the acceleration of the
          Obligations pursuant to Section 8.1, the then unpaid principal
          amount of such Bid Rate Loan. No Borrower shall have the right to prepay any
          principal amount of any Bid Rate Loan without the consent of the applicable
          Syndicated Global Lender.  




        (g)          The
applicable Global Borrower shall pay interest on the unpaid principal amount           of
each Bid Rate Loan made to it, from the date of such Bid Rate Loan to the           date
the principal amount of such Bid Rate Loan is repaid in full, at the rate           of
interest for such Bid Rate Loan specified by the Syndicated Global Lender
          making such Bid Rate Loan in the related notice submitted by such Syndicated
          Global Lender pursuant to Section 2.10(b)(ii), payable on the interest
          payment date or dates specified by such Borrower for such Bid Rate Loan in the
          related Bid Rate Advance Borrowing Notice and on any date on which such Bid
Rate           Loan is prepaid, whether by acceleration or otherwise. In the event the
term of           any Bid Rate Loan shall be longer than three months, interest thereon
shall be           payable not less frequently than once each three-month period during
such term.           Unless otherwise specified in the applicable Bid Rate Advance
Borrowing Notice,           interest on Bid Rate Advances shall be calculated (a) for
actual days elapsed on           the basis of a 365-day year or, when appropriate,
366-day year for Bid Rate           Advances made pursuant to an Indexed Rate Auction and
(b) for actual days           elapsed on the basis of a 360-day year for Bid Rate
Advances made pursuant to an           Absolute Rate Auction.  




        (h)          Except
as provided in clause (b)(vi) above, in connection with each Bid           Rate
Loan, the applicable Global Borrower shall pay to the Global Administrative
          Agent the fee with respect thereto set forth in the relevant fee letter dated
as           of even date herewith between the Borrowers, J.P. Morgan Securities Inc. and
the           Global Administrative Agent.  




        2.11
Default Rate. Notwithstanding anything contained herein to the contrary, if any
principal of or interest on any Loan or any fee or other amount payable by any Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, the Global Administrative Agent may with the consent, and shall upon the
request, of the Required Lenders require that such overdue amount shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
provided herein or (ii) in the case of any other amount, 2% plus the rate applicable to
Base Rate Advances as provided herein.  




29 










        2.12
Method of Payment. All payments of principal, interest, and fees hereunder to the
Global Administrative Agent shall be made, without setoff, deduction or counterclaim (a)
at the Global Administrative Agent’s office at the applicable location at which such
Advance was made in immediately available funds or at any other Lending Installation of
the Global Administrative Agent specified in writing (by 11:00 a.m. (New York time) on
the day before the date when due) by the Global Administrative Agent to the applicable
Borrower, by 12:00 noon local time in New York, New York on the date when due and shall
be made ratably among the relevant Lenders (unless such amount is not to be shared
ratably in accordance with the terms hereof). Each Advance shall be repaid or prepaid in
Dollars in the amount borrowed and interest payable thereon shall be paid in Dollars.
Notwithstanding anything in this Agreement, the obligation of any Borrower in respect of
any Advance shall not be discharged by an amount paid in any currency other than Dollars
or at another location other than the location designated by the Global Administrative
Agent, whether pursuant to a judgment or otherwise, to the extent the amount so paid, on
prompt conversion into Dollars and transfer to the relevant Lenders under normal banking
procedure, does not yield the amount of Dollars due under the Loan Documents. In the
event that any payment, whether pursuant to a judgment or otherwise, upon conversion and
transfer, does not result in payment of the amount of Dollars due under the Loan
Documents, such Lender shall have an independent cause of action against the applicable
Borrower(s) for the currency deficit. Each payment delivered to the Global Administrative
Agent for the account of any Lender shall be delivered promptly by the Global
Administrative Agent to such Lender in the same type of funds which the Global
Administrative Agent received at its address specified pursuant to Article XIV or
at any Lending Installation specified in a notice received by the Global Administrative
Agent from such Lender.  




        2.13
Notes, Telephonic Notices. Any Lender may request that the Loans made by it each
be evidenced by the applicable Notes to evidence such Lender’s Loans. In such event,
each applicable Borrower shall prepare, execute and deliver to such Lender such Note(s)
for such Loans payable to the order of such Lender. Thereafter, such Loans evidenced by
such Note(s) and interest thereon shall at all times be represented by one or more Notes,
except to the extent that any such Lender subsequently returns any such Note for
cancellation. Each Borrower authorizes the applicable Lenders and the Global
Administrative Agent to extend Advances, effect selections of Types of Advances and to
transfer funds based on telephonic notices made by any person or persons that the Global
Administrative Agent or Lender in good faith believes to be acting on behalf of such
Borrower. Each Borrower agrees to deliver promptly to the Global Administrative Agent a
written confirmation, signed by an Authorized Officer, if such confirmation is requested
by the Global Administrative Agent or any Lender, of each telephonic notice. If the
written confirmation differs in any material respect from the action taken by the Global
Administrative Agent and Lenders, (i) the telephonic notice shall govern absent manifest
error and (ii) the Global Administrative Agent or Lender, as applicable, shall promptly
notify the Authorizing Officer who provided such confirmation of such difference.  




        2.14
Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis;
Loan Accounts. 




        (A)    Promise
to Pay. Each Borrower unconditionally promises to pay when due           the
principal amount of each Loan made to it and all other Obligations incurred           by
it, and to pay all unpaid interest accrued thereon, in accordance with the
          terms of this Agreement.  




31 










        (B)    Interest
Payment Dates. Interest accrued on each Floating Rate Loan shall           be payable
on each Payment Date, commencing with the first such date to occur           after the
date hereof, and at maturity (whether by acceleration or otherwise).           Interest
accrued on each Fixed Rate Loan shall be payable on the last day of its
          applicable Interest Period, on any date on which the Fixed Rate Loan is
prepaid,           whether by acceleration or otherwise, and at maturity. Interest
accrued on each           Fixed Rate Loan having an Interest Period longer than three
months shall also be           payable on the last day of each three-month interval
during such Interest           Period. Interest accrued on each Bid Rate Loan shall be
payable as provided in Section 2.10(g). Interest accrued on the principal balance
of all other           Obligations shall be payable in arrears (i) upon repayment thereof
in full, (ii)           if not theretofore paid in full, at the time such other
Obligation becomes due           and payable (whether by acceleration or otherwise) and
(iii) if not theretofore           paid in full, on demand, commencing on the first such
day following the date           such Obligation became payable pursuant to the terms of
this Agreement or the           other Loan Documents.  




        (C)    Fees.
The relevant Borrowers shall, or shall cause their respective           Subsidiaries to,
pay to the Global Administrative Agent, for the account of each           relevant Lender
in accordance with their Pro Rata Shares, on arrangements           satisfactory to
Harley and the Global Administrative Agent, a commitment fee           accruing at the
rate of the Applicable Commitment Fee Rate per annum from and           after the date
hereof until the Termination Date on the average daily unused           amount of the
Aggregate Commitment during a given calendar quarter calculated on           the last
Business Day of such calendar quarter. All such commitment fees payable           under
this clause (C) shall be payable quarterly in arrears on the last
          Business Day of each March, June, September and December occurring after the
          date hereof and, in addition, on the Termination Date.  




        (D)    Interest
and Fee Basis. Interest on all Loans (other than Base Rate Loans           with
respect to which interest is calculated by reference to the Alternate Base
          Rate) and all fees shall be calculated for actual days elapsed on the basis of
a           360-day year. Interest on Base Rate Loans with respect to which interest is
          calculated by reference to the Alternate Base Rate shall be calculated for
          actual days elapsed on the basis of a 365-day year or, when appropriate,
366-day           year. Interest shall be payable for the day an Obligation is incurred
but not           for the day of any payment on the amount paid if payment is received by
the           times and in the offices required under Section 2.12. If any payment
of           principal of or interest on a Loan or any payment of any other Obligations
shall           become due on a day which is not a Business Day, such payment shall be
made on           the next succeeding Business Day and, in the case of a principal
payment, such           extension of time shall be included in computing interest in
connection with           such payment.  




        (E)    Loan
Account. Each Lender shall maintain in accordance with its usual           practice
an account or accounts (a “Loan Account”) evidencing           the
Obligations of the Borrowers to such Lender owing to such Lender from time           to
time, including the amount of principal and interest payable and paid to such
          Lender from time to time hereunder.  




        (F)    Entries
Binding. The entries made in the Register and each Loan Account           shall be
conclusive and binding for all purposes, absent manifest error, unless           any
Borrower objects to information contained in the Register and each Loan           Account
within thirty (30) days of such Borrower’s receipt of such           information.  




        2.15
Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment
Reductions. Promptly after receipt thereof, the Global Administrative Agent will
notify each relevant Lender of the contents of each Aggregate Commitment reduction
notice, Borrowing Notice, Continuation/Conversion Notice, repayment notice and Term Loan
Conversion Notice received by it hereunder. The Global Administrative Agent will notify
each relevant Lender of the interest rate applicable to each Fixed Rate Loan promptly
upon determination of such interest rate.  




        2.16
Lending Installations. Each Lender may book its Loans at any Lending Installation
reasonably selected by such Lender and may change its Lending Installation from time to
time. All terms of this Agreement shall apply to any such Lending Installation and any
Notes shall be deemed held by each Lender for the benefit of such Lending Installation.
Each Lender may, by written or facsimile notice to the Global Administrative Agent and
Harley, designate a Lending Installation through which Loans will be made by it and for
whose account Loan payments are to be made.  




32 










        2.17
Non-Receipt of Funds by the Global Administrative Agent. Unless a Borrower or a
Lender, as the case may be, notifies the Global Administrative Agent prior to the date
(or time, in the case of a Floating Rate Loan) on which it is scheduled to make payment
to the Global Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan
or (ii) in the case of a Borrower, a payment of principal, interest or fees to the Global
Administrative Agent for the account of the relevant Lenders, that it does not intend to
make such payment, the Global Administrative Agent may assume that such payment has been
made. The Global Administrative Agent may, but shall not be obligated to, make the amount
of such payment available to the intended recipient in reliance upon such assumption. If
such Lender or Borrower, as the case may be, has not in fact made such payment to the
Global Administrative Agent, the recipient of such payment shall, on demand by the Global
Administrative Agent, repay to the Global Administrative Agent the amount so made
available together with interest thereon in respect of each day during the period
commencing on the date such amount was so made available by the Global Administrative
Agent until the date the Global Administrative Agent recovers such amount at a rate per
annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate
for such day or (ii) in the case of payment by a Borrower, the interest rate applicable
to the relevant Loan (including without limitation pursuant to Section 2.11 if
applicable).  




        2.18
Maturity Date. This Agreement shall be effective until the Maturity Date.
Notwithstanding the termination of this Agreement on the Maturity Date, until all of the
Obligations (other than contingent indemnity and reimbursement obligations, to the extent
such obligations have not accrued) shall have been fully paid and satisfied and all
financing arrangements under the Loan Documents among the Borrowers and the Lenders shall
have been terminated, all of the rights and remedies under this Agreement and the other
Loan Documents shall survive.  




ARTICLE III
                                           CHANGE IN CIRCUMSTANCES 



        3.1
Yield Protection. If any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of law)
adopted after the date of this Agreement and having general applicability to all banks
within the jurisdiction in which such Lender operates (excluding, for the avoidance of
doubt, the effect of and phasing in of capital requirements or other regulations or
guidelines passed prior to the date of this Agreement), or any interpretation or
application thereof by any Governmental Authority charged with the interpretation or
application thereof, or the compliance of any Lender therewith (any of the foregoing, a
“Change in Law”),  




	 	        (i)
               subjects any Lender or any applicable Lending Installation to any tax,
duty,                charge or withholding on or from payments due from any Borrower
(excluding                Excluded Taxes), or changes the basis of taxation of payments
to any Lender in                respect of its Loans or other amounts due it hereunder;
provided, that                this clause (i) shall not apply with respect
to any Taxes to which Section 3.5 applies, or  







	 	        (ii)
               imposes or increases or deems applicable any reserve, assessment,
insurance                charge, special deposit or similar requirement against assets
of, deposits with                or for the account of, or credit extended by, any Lender
or any applicable                Lending Installation with respect to its Fixed Rate
Loans, or  







33 










	 	        (iii)
               imposes any other condition the result of which is to increase the cost to
any                Lender or any applicable Lending Installation of making, funding or
maintaining                the Fixed Rate Loans or reduces any amount received by any
Lender or any                applicable Lending Installation in connection with Fixed
Rate Loans, or requires                any Lender or any applicable Lending Installation
to make any payment calculated                by reference to the amount of Loans held or
interest or fee received by it, by                an amount deemed material by such
Lender;  







        and
the result of any of the foregoing is to increase the cost to that Lender of making,
renewing or maintaining its Loans or to reduce any amount received under this Agreement,
then, within 15 days after receipt by the relevant Borrower of written demand by such
Lender pursuant to Section 3.6, such Borrower shall pay such Lender that portion of
such increased expense incurred or reduction in an amount received which such Lender
determines is attributable to making, funding and maintaining its Loans and its
Commitment. 



        3.2
Changes in Capital Adequacy Regulations. If a Lender determines (i) the amount of
capital required or expected to be maintained by such Lender, any Lending Installation of
such Lender or any corporation controlling such Lender is increased as a result of a
“Change” (as defined below), and (ii) such increase in capital will result in
an increase in the cost to such Lender of maintaining its Loans or its obligation to make
Loans hereunder, then, within 15 days after receipt by the relevant Borrower of written
demand by such Lender pursuant to Section 3.6, such Borrower shall pay such Lender
the amount necessary to compensate for any shortfall in the rate of return on the portion
of such increased capital which such Lender determines is attributable to this Agreement,
its Loans or its obligation to make Loans hereunder (after taking into account such Lender’s
policies as to capital adequacy). “Change” means (i) any change after
the date of this Agreement in the “Risk-Based Capital Guidelines” (as defined
below) excluding, for the avoidance of doubt, the effect of any phasing in of such
Risk-Based Capital Guidelines or any other capital requirements, in each case passed
prior to the date hereof, or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline, interpretation,
or directive (whether or not having the force of law) after the date of this Agreement
and having general applicability to all banks and financial institutions within the
jurisdiction in which such Lender operates which affects the amount of capital required
or expected to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. “Risk-Based Capital Guidelines” means (i) the
risk-based capital guidelines in effect in the United States on the date of this
Agreement, including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the July
1988 report of the Basel Committee on Banking Supervision Entitled “International
Convergence of Capital Measurement and Capital Standards,” including transition
rules, and any amendments to such regulations adopted prior to the date of this Agreement
and including, for the avoidance of doubt, the recommendations set out in the report
entitled ‘Basel II: International Convergence of Capital Measurement and Capital
Standards: A Revised Framework’, which was published by the Basel Committee on
Banking Supervision on June 26, 2004 and the European Commission proposal (COM (2004)
486) of July 14, 2004.  




        3.3
Availability of Types of Advances. (a) If (i) any Lender determines that
maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation or directive, whether or not having the
force of law, or (ii) the Required Lenders with respect to Fixed Rate Advances determine
that (x) deposits of a type, currency and maturity appropriate to match fund Fixed Rate
Advances are not available or (y) the interest rate applicable to a Fixed Rate Advance
does not accurately reflect the cost of making or maintaining such a Fixed Rate Advance,
then the Global Administrative Agent shall suspend the availability of Fixed Rate
Advances of the affected Type and, in the case of any occurrence set forth in clause (i),
require any affected Fixed Rate Advances to be repaid or, in the case of Eurodollar Rate
Loans, at the option of the applicable U.S. Borrower, converted to Base Rate Advances.  




34 










        (b)
          If the Index is unavailable (prior to the Loan Conversion Date, if any), (i)
the           Global Administrative Agent shall notify the Borrowers and the Lenders of
such           unavailability, (ii) the Borrowers and the Lenders shall negotiate in good
faith           to agree upon an alternative method for establishing the Applicable
Margin,           (iii) each Eurodollar Rate Advance will automatically, on the last day
of the           then existing Interest Period therefor, convert into a Floating Rate
Advance,           and (iv) the obligation of the Lenders to make, or to convert Advances
into,           Eurodollar Rate Advances shall be suspended until the earlier of the time
that           (x) the Global Administrative Agent shall notify the Borrowers and the
Lenders           that the Index is available or (y) the Borrowers and the Lenders agree
on an           alternative method for establishing the Applicable Margin; provided that
          (A) with respect to Eurodollar Rate Advances and Floating Rate Advances during
          the period of the first 60 days after the notification by the Global
          Administrative Agent to the Borrowers and the Lenders of the unavailability of
          the Index and an alternative method for determining the Applicable Margin has
          not been agreed upon by the Borrowers and the Lenders, the Applicable Margin
and           Floating Rate Margin shall be based on an Applicable Margin and Floating
Rate           Margin, respectively, based on the Index in effect on the day immediately
prior           to the unavailability of the Index and (B) after such 60-day period if
the Index           remains unavailable and an alternative method for determining the
Applicable           Margin has not been agreed upon by the Borrowers and the Lenders,
the Applicable           Margin and the Floating Rate Margin, as calculated pursuant to
the foregoing           clause (A), shall be increased by (i) 0.25% on the first date
following the           expiration of such 60-day period (the “Rate Increase
Date”) and (ii) an additional 0.25% on each succeeding
          90-day anniversary of the Rate Increase Date, in each case so long as the Index
          remains unavailable and an alternative method for determining the Applicable
          Margin has not been agreed upon by the Borrowers and the Lenders. For the
          avoidance of doubt, this clause (b) shall be of no further force or
          effect on and after the Loan Conversion Date, if any.  




        3.4
Funding Indemnification. If any payment of a Fixed Rate Advance or Bid Rate
Advance occurs on a date which is not the last day of the applicable Interest Period in
the case of a Fixed Rate Advance or the applicable maturity date in the case of a Bid
Rate Advance, whether because of acceleration, prepayment, assignment (to the extent such
assignment is effected pursuant to Section 3.8) or otherwise, or a Fixed Rate
Advance or Bid Rate Advance is not made or continued on the date specified by any
Borrower for any reason other than default by the Lenders, Harley and such Borrower
agrees to indemnify each Lender for any loss or cost (including lost profits) incurred by
it resulting therefrom, including, without limitation, any loss or cost in liquidating or
employing deposits acquired to fund or maintain the Fixed Rate Advance or Bid Rate
Advance, as the case may be.  




        3.5
Taxes. (i) Unless such deduction is required by applicable law, all payments by
any Borrower or any Guarantor to or for the account of any Lender or the Global
Administrative Agent hereunder or under any Note shall be made free and clear of and
without deduction for any and all Taxes. If any Borrower or any Guarantor shall be
required by applicable law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Global Administrative Agent, then, except as otherwise
specifically provided in this Section 3.5, (a) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.5) such Lender or the
Global Administrative Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (b) such Borrower or Guarantor, as
applicable, shall make such deductions, (c) such Borrower or Guarantor, as applicable,
shall pay the full amount deducted to the relevant authority in accordance with
applicable law and (d) such Borrower or Guarantor, as applicable, shall furnish to the
Global Administrative Agent the original or a certified copy of a receipt evidencing
payment thereof.  




        (ii)
          In addition, except as otherwise specifically provided in this Section
          3.5, each Borrower and Guarantor hereby agrees to pay any present or future
          stamp or documentary taxes and any other excise or property taxes, charges or
          similar levies which arise from any payment made hereunder by the relevant
          Borrower or Guarantor to the relevant Lender, or under any Note but excluding
          any such taxes, charges or levies in respect of any assignment, sale or
transfer           or participation by any Lender or the Global Administrative Agent or
from the           execution or delivery of, or otherwise with respect to, this Agreement
or any           Note (“Other Taxes”).  





35 









        (iii)
          Each Borrower and Guarantor hereby agree to indemnify the Global Administrative
          Agent and each Lender for the full amount of Taxes or Other Taxes (including,
          without limitation, any Taxes or Other Taxes imposed on amounts payable under
          this Section 3.5) paid by the Global Administrative Agent or such Lender
          and any liability (including penalties, interest and expenses) arising
therefrom           or with respect thereto; provided that each Borrower and
Guarantor shall           not be required to so indemnify to the extent any relevant
amount is actually           compensated for under any other provision of this Agreement.
Payments due under           this indemnification shall be made within 30 days of the
date the Global           Administrative Agent or such Lender makes demand therefor
pursuant to Section           3.6.  




        (iv)
          At least five (5) Business Days prior to the first date on which interest or
          fees are payable hereunder for the account of any Syndicated Global Lender,
such           Lender to the extent it is not incorporated under the laws of the United
States           of America or a state thereof (each a “Non-U.S. Lender”)
agrees           that it will deliver to each of Harley, each Guarantor and the Global
          Administrative Agent (1) two duly completed copies of IRS Form W-8BEN or
W-8ECI,           certifying in either case that such Lender is entitled to receive
payments under           this Agreement without deduction or withholding of any United
States federal           income taxes or (2) in the case of a Non-U.S. Lender that is
fiscally           transparent, a copy of IRS Form W-8IMY together with the applicable
accompanying           forms, W-8 or W-9, as the case may be, and certify that it is
entitled to an           exemption from United States backup withholding tax (such
certificate, an           “Exemption Certificate”). Each Non-U.S. Lender
further           undertakes to deliver to each of Harley and the Global Administrative
Agent (i)           two renewals or additional copies of such form (or any successor
form) on or           before the date that such form expires or becomes obsolete, and
(ii) after the           occurrence of any event requiring a change in the most recent
forms so delivered           by it, such additional forms or amendments thereto as may be
reasonably           requested by Harley, any Guarantor or the Global Administrative
Agent. All forms           or amendments described in the preceding sentence shall
certify that such Lender           is entitled to receive payments under this Agreement
without deduction or           withholding of any United States federal income taxes, unless an
event           (including without limitation any change in treaty, law or regulation)
has           occurred prior to the date on which any such delivery would otherwise be
          required which renders all such forms inapplicable or which would prevent such
          Lender from duly completing and delivering any such form or amendment with
          respect to it and such Lender advises Harley, the Guarantors and the Global
          Administrative Agent that it is not capable of receiving payments without any
          deduction or withholding of United States federal income tax.  




        (v)
          For any period during which a Non-U.S. Lender has failed to provide Harley or
          the Guarantors with an appropriate form or Exemption Certificate pursuant to clause
(iv) above (unless such failure is due to a change in treaty, law           or
regulation, or any change in the interpretation or administration thereof by
          any governmental authority, occurring subsequent to the date on which a form or
          Exemption Certificate originally was required to be provided), such Non-U.S.
          Lender shall not be entitled to indemnification under this Section 3.5          with
respect to Taxes imposed by the United States; provided that, should           a
Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of
          withholding tax become subject to Taxes because of its failure to deliver a
form           or Exemption Certificate required under clause (iv), above, Harley
or the           Guarantors shall take such steps as such Non-U.S. Lender shall
reasonably           request to assist such Non-U.S. Lender to recover such Taxes.  




        (vi)
          [Reserved]  




        (vii)
          [Reserved]  




36 










        (viii)
          [Reserved]  




        (ix)
          [Reserved]  




        (x)
          [Reserved]  




        (xi)
          If a Borrower or Guarantor pays an amount under this Section 3.5, or is
          required to make a deduction or withholding in relation to a payment hereunder
          or under any Note and account for the same to the relevant tax authority, which
          gives or may give rise to a Tax Credit for the recipient of that payment (the
          “Recipient”), the Recipient shall, promptly upon utilisation
or           receipt of such Tax Credit, pay an amount to such Borrower or the relevant
          Guarantor which will leave it (after that payment) in the same after-Tax
          position as it would have been in had the original amount paid under this Section
3.5 (or withheld or deducted pursuant to applicable law) not been           required
to have been made, withheld or deducted; provided that nothing           in this
clause (xi) shall require any Lender to make available its tax           return
(or any other information relating to its taxes which it deems           confidential).  




        (xii)
          If (i) a Lender or the Global Administrative Agent assigns, transfers or sells
          all or any portion of its rights and/or delegates all or any portion of its
          obligations under this Agreement and the other Loan Documents or changes its
          Lending Installation for the purposes of this Agreement, and (ii) as a direct
          result of circumstances existing at the date of the assignment, transfer, sale,
          delegation or change, any Borrower or Guarantor would be obliged to pay any
          incremental amount under this Section 3.5, then the transferee or Lender
          acting through its new Lending Installation shall only be entitled to receive
          payment under this Section 3.5 to the same extent that the previous
          Lender or the Lender acting through its previous Lending Installation would
have           been entitled if no such transaction had taken place. If a Lender sells a
          participation in all or any part of its rights or obligations under this
          Agreement and the other Loan Documents, the participant shall only be entitled
          to receive payment under this Section 3.5 to the extent that the Lender
          selling the participation would have been entitled if no such participation had
          taken place.  




        3.6
Mitigation; Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with respect to
its Fixed Rate Loans to reduce any liability of the relevant Borrower or the Guarantors
to such Lender under Sections 3.1 and 3.2 or to avoid the unavailability of
a Type of Advance under Section 3.3, so long as such designation is not materially
disadvantageous to such Lender. Each Lender requiring compensation pursuant to this Article
III shall notify the relevant Borrower and the Global Administrative Agent in writing
of any Change, law, policy, rule, guideline or directive giving rise to such demand for
compensation; provided that the relevant Borrower or Guarantor shall not be required to
pay such amounts to the extent such amounts accrued prior to the date that is 180 days
prior to the date of such notice; provided further that, if the circumstances giving rise
to such amounts are retroactive, then such 180-day period shall be extended to include
the period of retroactive effect thereof. Any demand for compensation pursuant to this Article
III shall be in writing and shall state the amount due, if any, under Section 3.1,
3.2, 3.4 or 3.5 and shall set forth in reasonable detail the
calculations upon which such Lender determined such amount. Such written demand shall be
rebuttably presumed correct for all purposes. Determination of amounts payable under such
Sections in connection with a Fixed Rate Loan shall be calculated as though each Lender
funded its Fixed Rate Loan through the purchase of a deposit of the type, currency and
maturity corresponding to the deposit used as a reference in determining the applicable
fixed rate of interest with respect to such Loan, whether in fact that is the case or
not. The obligations of the Borrowers and the Guarantors under Sections 3.1, 3.2,
3.4 and 3.5 shall survive payment of the Obligations and termination of
this Agreement.  




        3.7
     [Reserved] 



37 











        3.8
Replacement of Affected Lenders. If, any Lender requests compensation under Section
3.1 or 3.2, or if any Borrower is required to pay any additional amount
pursuant to Section 3.5, or if any Lender becomes a Defaulting Lender, then
Harley may, at its sole expense and effort, upon notice to such Lender and the Global
Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 13.3),
all its interests, rights and obligations under this Agreement (other than any
outstanding Bid Rate Loans held by it) to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment); provided that
(i) in the case of an assignment to an assignee which is not a Lender, Harley shall have
received the prior written consent of the Global Administrative Agent, which consent
shall not unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than Bid Rate Loans) and
participations in the relevant Loans, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or Harley (in the case of all other
amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Sections 3.1 or 3.2 or payments required to be made
pursuant to Section 3.5, such assignment will result in a reduction in such
compensation or payments with respect to the assignee Lender.  




ARTICLE IV
                                             CONDITIONS PRECEDENT 



        4.1
Initial Loans. This Agreement shall not become effective nor shall the Lenders be
required to make the initial Loans unless (i) since December 31, 2008, no event,
development or circumstance shall have occurred that has had, or could reasonably be
expected to have, a material adverse effect on the business, assets, operations or
financial condition of Harley and its subsidiaries taken as a whole, (ii) the Global
Administrative Agent shall have received evidence of an effective amendment to the
Existing 3-Year Credit Agreement making conforming changes to the Existing 3-Year Credit
Agreement to correspond with the terms of this Agreement in respect of: guarantor
structure, on-going conditions to each extension of credit, definitions of material
adverse change and material adverse effect, additional representations, additional and
modified financial covenants, additional negative covenants, change from
cross-acceleration to cross-default, provisions regarding defaulting lenders (and also to
include additional provisions regarding cash collateralizing swingline exposure) and
rating agency changes, definition of Alternate Base Rate and commitment fee rates and
(iii) the Borrowers shall have (a) paid all fees required to be paid in connection with
the execution of this Agreement, (b) furnished to the Global Administrative Agent, with
sufficient copies (other than in the case of any Notes) for each of the Lenders, such
documents as the Global Administrative Agent or any Lender or its counsel may have
reasonably requested, including, without limitation, all of the documents reflected on
the List of Closing Documents attached as Exhibit D to this Agreement, (c)
obtained all governmental and third party approvals necessary in connection with the
financing contemplated hereby and the continuing operations of Harley and its
Subsidiaries (including the Borrowers) and such approvals remain in full force and
effect, (d) delivered to the Lenders (1) audited consolidated financial statements of
Harley (on a Consolidated basis), (2) unaudited Consolidated financial statements of
Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial
statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of
the foregoing clauses (1), (2) and (3), for the two most recent
fiscal years ended prior to the Closing Date as to which such financial statements are
available and (4) financial statement projections of (A) Harley (on a Consolidated
basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its
Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C),
for the 2009 fiscal year, together with key underlying assumptions in reasonable detail
and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of
the payment of all principal, interest, fees and premiums, if any, on all Indebtedness
under the Existing Credit Agreement, and the termination of the applicable agreements
relating thereto, all taking effect concurrently with the effectiveness of this
Agreement; provided that any Lender hereunder which is also a “Lender” under
the Existing Credit Agreement hereby waives any requirement of five (5) Business Days
notice by the “Borrower(s)” under such Existing Credit Agreement prior to the
reduction of the commitments thereunder and the termination thereof.  




38 










        4.2
Each Loan. No Lender shall be required to make any Loan (including the Term Loan,
if any) unless on the applicable Borrowing Date:  




	 	        (i)
               there exists no Default or Unmatured Default;  







	 	        (ii)
               the representations and warranties contained in Article V are true
and                correct in all material respects as of such Borrowing Date, except for
               representations and warranties made with reference solely to an earlier
date,                which representations and warranties shall be true and correct as of
such                earlier date; provided, that the representations set forth in
Sections                5.1.6 and 5.1.7 shall be deemed to be made only (1)
on and as of the                Closing Date, (2) on and as of each date (if any) on
which the Lenders agree to                extend the Termination Date (excluding, for the
avoidance of doubt, consummation                of the conversion to the Term Loan
pursuant to Section 2.2) and (3) on                and as of the effective date of
any increase in the Commitments (if any); and  







	 	        (iii)
               at any time prior to the Guaranty Ratings Threshold Date, Harley is in
               compliance with the Opco Leverage Ratio on the date of, and after giving
effect                (including pro forma effect) to, the making of such Loan and the
use of proceeds                thereof.  







        Each
Borrowing Notice with respect to each Loan or Advance shall (i) constitute a
representation and warranty by the applicable Borrower that the conditions contained in
Sections 4.2(i) and (ii) will have been satisfied as of the date of such
Loan or Advance and (ii) include calculations reasonably satisfactory to the Global
Administrative Agent demonstrating compliance with the condition set forth in Section
4.2(iii) in respect of a Borrowing Notice prior to the Guaranty Ratings Threshold
Date. 



ARTICLE V
                                         REPRESENTATIONS AND WARRANTIES 



        5.1
Representations and Warranties. Each of the Companies represents and warrants to
the Lenders and the Global Administrative Agent as follows as of the Closing Date and
thereafter on each date as and to the extent required by Section 4.2:  




        5.1.1
Corporate Existence and Standing. Each of the Companies and each Material
Subsidiary is a corporation duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization.  




        5.1.2
Corporate Power and Authority; No Conflict. The execution, delivery and
performance by each of the Companies of this Agreement and the other Loan Documents to be
delivered by it, and the consummation of the transactions contemplated hereby, are within
such Company’s corporate powers, have been duly authorized by all necessary
corporate action, and do not contravene (i) such Company’s charter or by-laws or
(ii) law or any indenture or other agreement evidencing debt for borrowed money in an
outstanding principal balance in excess of $10,000,000 or any material contractual
restriction binding on or affecting any Company.  




        5.1.3
No Authorization or Approval. No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body or any other
third party is required as a condition to the due execution, delivery and performance by
the Companies of this Agreement or the other Loan Documents to be delivered by it.  




39 










        5.1.4
Execution, Delivery and Enforceability. This Agreement has been, and each of the
other Loan Documents to be delivered by each Company when delivered hereunder will have
been, duly executed and delivered by such Company. This Agreement is, and each of the
other Loan Documents when delivered hereunder will be, the legal, valid and binding
obligation of each Company enforceable against such Company in accordance with their
respective terms (subject to the effect of bankruptcy and other similar laws affecting
creditors’ rights generally and general principles of equity).  




        5.1.5
Financial Statements. The Consolidated balance sheet of Harley and its
Subsidiaries as at December 31, 2008, and the related Consolidated statements of income
and cash flows of Harley and its Subsidiaries for the fiscal year then ended, accompanied
by an opinion of Ernst &Young LLP, independent public accountants, copies of which
have been furnished to each Lender, fairly present in all material respects the
Consolidated financial condition of Harley and its Subsidiaries as at such dates and the
Consolidated results of the operations of Harley and its Subsidiaries for the periods
ended on such date, all in accordance with generally accepted accounting principles
consistently applied.  




        5.1.6
Material Adverse Change.  Since December 31, 2008, there has been no Material
Adverse Change. 




        5.1.7
Litigation. There is no pending or threatened action, suit, investigation,
litigation or proceeding, including, without limitation, any Environmental Action,
affecting Harley or any of its Subsidiaries before any court, governmental agency or
arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii)
purports to affect the legality, validity or enforceability of this Agreement or any
other Loan Document or the consummation of the transactions contemplated hereby.  




        5.1.8
Regulation U. No Borrower is engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance
will be used to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock in violation of Regulation U.  




        5.1.9
Investment Company Status. No Borrower is an “investment company”, or a
company “controlled” by an “investment company”, within the meaning
of the Investment Company Act of 1940, as amended.  




        5.1.10
Disclosure. The Companies have disclosed to the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of their Subsidiaries
is subject, and all other matters known to them, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect. The Information
Memorandum and the other reports, financial statements, certificates or other information
furnished by or on behalf of the Companies or any Subsidiary to the Global Administrative
Agent or any Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished), collectively
and taken as a whole, did not when furnished contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under which statements
are made; provided that, with respect to projected financial information contained
therein, the Companies represent only that such information was prepared in good faith
based upon assumptions believed by them to be reasonable (it being understood and agreed
that projected financial information is simply an estimate, and there is no guarantee
that projected results will in fact be achieved).  




        5.1.11
No Default.  No Unmatured Default or Default has occurred and is continuing. 




40 










ARTICLE VI
                                                   COVENANTS 



        6.1
Affirmative  Covenants.  So long  as any  Advance  shall  remain  unpaid  or any
 Lender  shall  have  any Commitment hereunder, each Company will: 




        6.1.1
Compliance with Laws, Etc. Comply, and cause each of its Material Subsidiaries to
comply, with all applicable laws, rules, regulations and orders, such compliance to
include, without limitation, compliance with ERISA and Environmental Laws, in each case
the violation of which would have a Material Adverse Effect.  




        6.1.2
Payment of Taxes, Etc. Pay and discharge, and cause each of its Material
Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all
income and other material taxes, assessments and governmental charges or levies imposed
upon it or upon its Property and (ii) all lawful claims that, if unpaid, would by law
become a Lien upon its Property (other than Liens of the type described in clause (b) of
the definition of “Permitted Liens”); provided, however,
that neither Harley nor any of its Material Subsidiaries shall be required to pay or
discharge any such tax, assessment, charge or claim that is being contested in good faith
and by proper proceedings and as to which appropriate reserves are being maintained in
accordance with Agreement Accounting Principles, unless and until any Lien resulting
therefrom attaches to its Property and becomes enforceable against its other creditors.  




        6.1.3
Maintenance of Insurance. Maintain, and cause each of its Material Subsidiaries to
maintain, insurance with responsible and reputable insurance companies or associations in
such amounts and covering such risks as is usually carried by companies engaged in
similar businesses and owning similar properties in the same general areas in which
Harley or such Subsidiary operates; provided, however, that Harley and its
Subsidiaries may self-insure to the same extent as other companies engaged in similar
businesses and owning similar properties in the same general areas in which Harley or
such Subsidiary operates and to the extent consistent with prudent business practice.  




        6.1.4
Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of
its Material Subsidiaries to preserve and maintain, its corporate existence, rights
(charter and statutory) and franchises; provided, however, that Harley and
such Subsidiaries may consummate any transaction permitted under Section 6.2.3 and
providedfurther that neither Harley nor any of its Material Subsidiaries
shall be required to preserve any right or franchise if Harley or such Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of the
business of Harley or such Subsidiary, as the case may be, and that the loss thereof is
not disadvantageous in any material respect to Harley, such Subsidiary or the Lenders.  




        6.1.5
Visitation Rights. At any reasonable time and from time to time and (so long as no
Unmatured Default has occurred and is continuing) upon reasonable notice, permit the
Global Administrative Agent or any of the Lenders or any agents or representatives
thereof, to examine and make copies of and abstracts from the records and books of
account of, and visit the properties of, Harley and any of its Material Subsidiaries, and
to discuss the affairs, finances and accounts of Harley and any of its Material
Subsidiaries with any of their officers and with their independent certified public
accountants; provided that unless an Unmatured Default has occurred and is
continuing, Harley shall only be required to reimburse the Global Administrative Agent
and each Lender for the expenses incurred by the Global Administrative Agent and each
Lender for one such examination and visit by the Global Administrative Agent and each
Lender in any calendar year.  




        6.1.6
Keeping of Books. Keep, and cause each of its Material Subsidiaries to keep,
proper books of record and account, in which full and correct entries, in all material
respects, shall be made of all financial transactions and the assets and business of
Harley and each such Subsidiary in accordance with generally accepted accounting
principles in effect from time to time.  



41 











        6.1.7
Maintenance of Properties, Etc. Maintain and preserve, and cause its Material
Subsidiaries to maintain and preserve, all of its properties that are used or useful in
the conduct of its business in good working order and condition, ordinary wear and tear
excepted, except to the extent the failure to do so could not reasonably be expected to
have a Material Adverse Effect.  




        6.1.8
Transactions with Affiliates. Conduct, and cause its Material Subsidiaries to
conduct, all transactions otherwise permitted under this Agreement with any of their
Affiliates other than Harley or a wholly-owned Subsidiary of Harley on terms that are
fair and reasonable and no less favorable to such Company or its Material Subsidiaries,
as applicable, than it would obtain in a comparable arm’s-length transaction with a
Person not an Affiliate; provided that the foregoing shall not restrict or
otherwise prohibit transactions between or among Harley and its Subsidiaries (to the
extent Harley owns, directly or indirectly, at least 90% of the equity interests in each
such Subsidiary) and not involving any other Affiliate.  




        6.1.9
Reporting Requirements.  Furnish to the Global Administrative Agent: 




	 	        (a)          as
soon as available and in any event no later than the date which is the           earlier
of (i) sixty (60) days after the end of each of the first three quarters           of
each fiscal year of Harley and (ii) the date the Quarterly Report on Form           10-Q
for such quarter of Harley would have been required to have been filed           under
the rules and regulations of the Commission giving effect to any automatic
          extension available thereunder for filing of such form, the Consolidated
balance           sheet of Harley and its Subsidiaries and the Consolidated balance sheet
of HDFS           and its Subsidiaries, in each case as of the end of such quarter and
          Consolidated statements of income and cash flows of Harley and its Subsidiaries
          and Consolidated statements of income and cash flows of HDFS and its
          Subsidiaries, in each case for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, duly certified (subject to
          the absence of footnotes and to year-end audit adjustments) by the chief
          financial officer or treasurer of Harley (on behalf of Harley and HDFS) as
          having been prepared in accordance with generally accepted accounting
principles           and certificates of the chief financial officer or treasurer of
Harley as to           compliance with the terms of this Agreement and setting forth in
reasonable           detail the calculations necessary to demonstrate compliance with Section
          6.3;  







	 	        (b)          as
soon as available and in any event no later than the date which is the           earlier
of (i) one hundred twenty (120) days after the end of each fiscal year           of
Harley and (ii) the date the Annual Report on Form 10-K for such fiscal year           of
Harley would have been required to have been filed under the rules and
          regulations of the Commission giving effect to any automatic extension
available           thereunder for filing of such form, a copy of the annual audit report
for such           year for Harley and its Subsidiaries, containing the Consolidated
balance sheet           of Harley and its Subsidiaries and the Consolidated balance sheet
of HDFS and           its Subsidiaries, in each case as of the end of such fiscal year
and           Consolidated statements of income and cash flows of Harley and its
Subsidiaries           and Consolidated statements of income and cash flows of HDFS and
its           Subsidiaries, in each case for such fiscal year, and in each case
accompanied by           an opinion ((1) without a “going concern” or like
qualification or           like exception and (2) other than a qualification permitted by
the Commission           regarding the internal controls of a company acquired during
such period           pursuant to a material acquisition by Harley or any Subsidiary,
without any           qualification or exception as to the scope of such audit)
acceptable to the           Required Lenders by Ernst & Young LLP or other
independent public           accountants acceptable to the Required Lenders and
certificates of the chief           financial officer or treasurer of Harley (on behalf
of Harley and HDFS) as to           compliance with the terms of this Agreement and
setting forth in reasonable           detail the calculations necessary to demonstrate
compliance with Section           6.3;  








42 









	 	        (c)          as
soon as possible and in any event within five (5) Business Days after an
          executive officer of Harley knows or should have known of the occurrence of
each           Default or Unmatured Default continuing, a statement of the chief
financial           officer or treasurer of Harley setting forth details of such Default
or           Unmatured Default and the action that Harley has taken and proposes to take
with           respect thereto;  







	 	        (d)          promptly
after the sending or filing thereof, copies of all reports that Harley           sends to
any of its securityholders as such, and copies of all reports on Forms           10-K,
10-Q and 8-K (or their equivalents) and registration statements (other           than the
exhibits thereto and any registration statements on Form S-8 or its           equivalent)
that Harley or any Subsidiary files with the Commission or any           national
securities exchange, excluding any of the foregoing to the extent           related
solely to a Permitted Finance Receivables Securitization (unless such           report
constitutes a notice of default or acceleration);  







	 	        (e)          promptly
after the commencement thereof, notice of all actions and proceedings           before
any court, governmental agency or arbitrator affecting Harley or any of           its
Subsidiaries of the type described in Section 5.1.7(ii); and  







	 	        (f)          such
other information respecting Harley or any of its Subsidiaries as any           Lender
through the Global Administrative Agent may from time to time reasonably
          request.  







Financial statements (other than the
certificate of the chief financial officer or the treasurer) required to be delivered
pursuant to clauses (a), (b) and (d) of this Section 6.1.9 may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date on
which such financial statements are filed for public availability on the Commission’s
Electronic Data Gathering and Retrieval System; provided that Harley shall notify
(which may be by facsimile or electronic mail) the Global Administrative Agent of the
filing of any such financial statements. 



        6.1.10
Use of Proceeds. Each Borrower shall use the proceeds of the Loans to provide
funds for the working capital needs and other general corporate purposes of such Borrower
and its Subsidiaries and to repay outstanding Indebtedness (including, without
limitation, maturing commercial paper of a U.S. Borrower).  




        6.1.11
Opco Guarantors.  




	 	        (a)Guaranty.
As promptly as possible but in any event within thirty (30)           days (or such later
date as may be agreed upon by the Global Administrative           Agent) after any Person
becomes a Material Subsidiary (based on Harley’s           financial position and
results as of the end of the most recently ended fiscal           quarter but giving
effect on a pro forma basis to such Person becoming a           Material Subsidiary),
Harley shall provide the Global Administrative Agent with           written notice
thereof setting forth information in reasonable detail describing           the material
assets of such Person and shall cause each such Person that is a           Material
Domestic Opco Subsidiary to deliver to the Global Administrative Agent           a
Joinder Agreement in substantially the form of Exhibit F (a           “Joinder
Agreement”) pursuant to which such Material Domestic           Opco Subsidiary
agrees to be bound by the terms and provisions of the Guarantee,           such Joinder
Agreement to be accompanied by appropriate corporate or equivalent           resolutions,
other corporate or equivalent documentation and legal opinions           (which may
include inside counsel to such Material Subsidiary for certain           matters
consistent with the matters covered in the inside counsel opinion           delivered on
the Closing Date) in form and substance reasonably satisfactory to           the Global
Administrative Agent and its counsel.  








43 









        (b)Release.
If any Opco Guarantor ceases to be a Material Domestic Opco           Subsidiary (based
on Harley’s financial position and results as of the end           of the most
recently ended fiscal quarter but giving effect on a pro forma basis           to such
Person ceasing to be a Material Subsidiary), Harley may provide the           Global
Administrative Agent with written notice thereof, and, upon receipt by           the
Global Administrative Agent of such notice, such Domestic Subsidiary shall           no
longer be an Opco Guarantor and shall be automatically released from the
          Guarantee and its obligations thereunder shall be terminated; provided          that
if such Domestic Subsidiary shall subsequently become a Material Domestic           Opco
Subsidiary, such Domestic Subsidiary shall continue to be subject to the
          guarantor requirements of subsection (a) above, if applicable. If all or
          substantially all (but in any event greater than 50%) of the assets of, or all
          of the equity interests owned by Harley and/or its Subsidiaries in, a Material
          Domestic Opco Subsidiary are being sold, transferred or otherwise disposed of
          pursuant to a transaction permitted by this Agreement, then, upon the
          consummation of such transaction, such Domestic Subsidiary shall no longer be
an           Opco Guarantor and shall be automatically released from the Guarantee and
its           obligations thereunder shall be terminated.  




        6.2
Negative Covenants. So long as any Advance shall remain unpaid or any Lender shall
have any Commitment hereunder, each of the Companies will not:  




        6.2.1
Subsidiary Indebtedness. Permit any Material Subsidiaries (excluding HDFS and
HDFC) to create, incur, assume or suffer to exist any Indebtedness, except any one or
more of the following types of Indebtedness:  




	 	        (a)          the
Obligations and any other Indebtedness created under the Loan Documents;  







	 	        (b)          Indebtedness
existing or contemplated on the Closing Date and set forth on Schedule 6.2.1(b) and
extensions, renewals and replacements of any such           Indebtedness with
Indebtedness of a similar type to the extent that such           extension, renewal or
replacement does not increase the principal amount           thereof;  







	 	        (c)          Indebtedness
of any Subsidiary of Harley incurred pursuant to any Permitted           Finance
Receivables Securitization (including, without limitation, any Permitted
          Securitization Recourse Obligations);  







	 	        (d)          Indebtedness
of any Subsidiary of Harley to any Company or any other Subsidiary           of Harley;
provided that Indebtedness of any Non-Loan Party to any           Company shall be
subject to the limitations set forth in Section 6.2.9(e);  







	 	        (e)          Indebtedness
subject to a Lien permitted to secure such Indebtedness pursuant to Section 6.2.2;  







	 	        (f)          Indebtedness
of any Subsidiary as an account party in respect of trade letters           of credit;  







	 	        (g)          guarantees
in respect of Indebtedness of Harley or any Subsidiary of Harley that           is
otherwise permitted hereunder;  







	 	        (h)          Indebtedness
arising under capitalized leases and purchase money obligations, in           each case
to finance the purchase, repair or improvement of fixed or capital           assets, and
extensions, renewals and replacements thereof, provided that any           Lien in
respect thereof shall be subject to the proviso in Section           6.2.2(b);  








44 









	 	        (i)          Indebtedness
assumed in connection with any acquisition permitted under this           Agreement (or,
to the extent the principal amount thereof does not exceed the           Indebtedness
refinanced or replaced, Indebtedness incurred to refinance or           replace any
Indebtedness that would otherwise be assumed in connection with such           an
acquisition, but otherwise excluding Indebtedness incurred in contemplation           of
such an acquisition) and extensions, renewals and replacements of any such
          Indebtedness with Indebtedness of a similar type to the extent that such
          extension, renewal or replacement does not increase the principal amount
          thereof;  







	 	        (j)          Indebtedness
representing deferred compensation to employees incurred in the           ordinary course
of business;  







	 	        (k)          Indebtedness
consisting of promissory notes issued to future, present or former           directors,
officers, members of management, employees or consultants or their           respective
estates, heirs, family members, spouses or former spouses to finance           the
purchase or redemption of equity interests to the extent not prohibited by Section
6.2.10;  







	 	        (l)          Indebtedness
incurred in connection with acquisitions or dispositions permitted           under this
Agreement constituting indemnification obligations or the adjustment           of the
purchase price or similar adjustments;  







	 	        (m)          Indebtedness
under deferred compensation, retiree healthcare medical benefits or           other
similar employment arrangements incurred in connection with acquisitions           or
dispositions permitted under this Agreement;  







	 	        (n)          Indebtedness
incurred in respect of cash management services, netting services,           overdraft
protection (so long as such overdraft is not outstanding for a period           of more
than two (2) Business Days) and similar arrangements, in each case in           the
ordinary course of business;  







	 	        (o)          Indebtedness
consisting of take-or-pay obligations contained in supply or           similar
arrangements in the ordinary course of business;  







	 	        (p)          Indebtedness
constituting reimbursement obligations with respect to letters of           credit issued
in the ordinary course of business in respect of workers           compensation claims,
health, disability or other employee benefits or property,           casualty or
liability insurance or self-insurance or other Indebtedness with           respect to
reimbursement-type obligations regarding workers compensation claims;           provided
that upon the drawing of such letters of credit or the incurrence of           such
Indebtedness, such obligations are reimbursed within thirty (30) days           following
such drawing or incurrence;  







	 	        (q)          obligations
in respect of performance and surety, stay, customs, appeal and           performance
bonds and performance and completion guarantees or obligations in           respect of
letters of credit in respect thereof, in each case in the ordinary           course of
business;  







	 	        (r)          Hedging
Obligations incurred in the ordinary course of business and not for           speculative
purposes;  







	 	        (s)          unsecured
Indebtedness of H-D Varese Holding Co. S.r.l. and its Subsidiaries           (including
successors and assigns) in an aggregate principal amount not           exceeding €200,000,000
at any time outstanding;  







	 	        (t)          unsecured
Indebtedness of Harley-Davidson Financial Services Canada, Inc. and           its
Subsidiaries (including successors and assigns) in an aggregate principal
          amount not exceeding $300,000,000 at any time outstanding;  







45 










	 	        (u)          Subordinated
Indebtedness and Subordinated Intercompany Indebtedness; and  







	 	        (v)          unsecured
Indebtedness not otherwise permitted under this Section 6.2.1          in an
aggregate principal amount not exceeding $60,000,000 at any time           outstanding.  







        6.2.2
Liens, Etc. Create or suffer to exist, or permit any Material Subsidiaries to
create or suffer to exist, any Lien on or with respect to any of its properties, whether
now owned or hereafter acquired, or assign for security purposes, or permit any Material
Subsidiaries to assign for security purposes, any right to receive income, other than:  




	 	        (a)          Permitted
Liens;  







	 	        (b)          purchase
money Liens upon or in any real Property or goods acquired or held by           any of
the Companies or any Material Subsidiary in the ordinary course of           business to
secure the purchase price of such Property or goods or to secure           Indebtedness
incurred solely for the purpose of financing the acquisition of           such real
Property or goods, or Liens existing on such real Property or goods at           the time
of its acquisition (other than any such Liens created in contemplation           of such
acquisition that were not incurred to finance the acquisition of such           Property)
or extensions, renewals or replacements of any of the foregoing for           the same or
a lesser amount; provided, however, that no such Lien           shall
extend to or cover any properties of any character other than the real           Property
or goods being acquired (and related Property), and no such extension,           renewal
or replacement shall extend to or cover any properties not theretofore           subject
to the Lien being extended, renewed or replaced (it being understood           that
individual financings permitted by this subsection provided by one Person           (or
an Affiliate thereof) may be cross-collateralized to other financings           provided
by such Person and its Affiliates that are permitted under this           subsection); provided,
further that the aggregate principal amount           of the Indebtedness secured
by the Liens referred to in this clause (b) shall           not exceed $60,000,000 (for
the purposes of this Section 6.2.2(b),           “goods” has the meaning
set forth in Section 9-102(44) of the Uniform           Commercial Code as in effect in
the State of New York);  







	 	        (c)          the
Liens existing on the Closing Date and described on Schedule 6.2.2(c)          hereto;  







	 	        (d)          Liens
on (or assignments of) Property of a Person existing at the time such           Person is
merged into or consolidated with any of the Companies or any Material
          Subsidiary of any of the Companies or becomes a Material Subsidiary of any of
          the Companies; provided that such Liens or assignments were not created
          in contemplation of such merger, consolidation or acquisition and do not extend
          to any assets other than those of the Person so merged into or consolidated
with           any of the Companies or such Subsidiary or acquired by any of the
Companies or           such Subsidiary;  







	 	        (e)          other
Liens or assignments securing Indebtedness and other obligations in an
          aggregate principal amount not to exceed $60,000,000 at any time outstanding;  







	 	        (f)          Liens
(A) consisting of sales, assignments, pledges or other transfers of           Finance
Receivables in connection with a Permitted Finance Receivables           Securitization,
and (B) on Finance Receivables and on any interest in Finance           Receivables
retained by Harley or any of its Subsidiaries (including a Finance           Receivables
Subsidiary), whether directly or through the ownership of a           certificate or
other interest in another Person, provided to secure Permitted           Securitization
Recourse Obligations of Harley or any of its Subsidiaries;  







46 










	 	        (g)          the
replacement, extension or renewal of any Lien or assignment permitted by           clause
(c) or (d) above upon or in the same Property theretofore subject thereto           or
the replacement, extension or renewal (without increase in the amount or           change
in any direct or contingent obligor) of the Indebtedness or other           obligation
secured thereby;  







	 	        (h)          Liens
incurred in connection with sale and leaseback transactions securing           assets or
other Property with a value of not in excess of 5% of the Consolidated
          shareholders’ equity of Harley as shown on the most recent annual
          Consolidated financial statements of Harley; and  







	 	        (i)          Liens
on proceeds of any of the assets permitted to be the subject of any Lien           or
assignment permitted by this Section 6.2.2.  







        6.2.3
Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series of related transactions)
all or substantially all of its assets (whether now owned or hereafter acquired) to, any
Person, or permit any of its Material Subsidiaries to do so, except that (i) any
Subsidiary (other than any Company) may merge or consolidate with or into, or transfer,
convey or dispose of assets to, any other Subsidiary, (ii) any of the Companies and any
Material Subsidiary may merge into or transfer, convey or dispose of assets to any of the
Companies, (iii) Harley may merge into a wholly-owned Subsidiary that has no material
assets or liabilities for the sole purpose of changing the state of incorporation of
Harley if the surviving corporation shall expressly assume the liabilities of Harley
under this Agreement and the other Loan Documents and (iv) any Guarantor may merge or
consolidate with a Person (other than a Borrower) in a transaction in which such
Guarantor is the surviving entity; provided, in each case, that no Unmatured
Default shall have occurred and be continuing at the time of such proposed transaction or
would result after giving effect thereto and provided, further, that the
foregoing shall not restrict any of the Companies or any Material Subsidiaries in respect
of dispositions of inventory, cash or obsolete, used or surplus equipment or other
Property in the ordinary course of business or in respect of any Permitted Finance
Receivables Securitization and provided, further, that the foregoing shall
not restrict any of the Companies or any Material Subsidiaries from selling or disposing
of any Property located in the City of Franklin or on Capitol Drive, in Wisconsin, in
connection with the restructuring contemplated in the Form 8-K of Harley dated January
21, 2009.  




        6.2.4
Accounting Changes. Make or permit, or permit any of its Material Subsidiaries to
make or permit, any change in accounting policies or reporting practices, except as
required or permitted by generally accepted accounting principles.  




        6.2.5
Changes in Nature of Business. Make, or permit any of its Material Subsidiaries to
make, any material change in the nature of the business of Harley and its Subsidiaries
taken as a whole as carried on at the date hereof.  




        6.2.6
Margin Regulations. Permit more than 25% of the “value” (within the
meaning of Regulation U issued by the Board of Governors of the Federal Reserve System)
of the assets of Harley and its Subsidiaries, both before and after giving effect to any
Advance hereunder, to constitute “margin stock” as defined in Regulations T, U
and X issued by the Board of Governors of the Federal Reserve System.  




        6.2.7
Amendments to Support Agreement. Allow or suffer to exist any amendment,
supplement or other modification to the Support Agreement (if the foregoing adversely
affects, or could reasonably be expected to adversely affect, the Lenders but in no event
shall any amendment reduce, or effectively reduce, the amount of support under the
Support Agreement) without the prior written consent of the Required Lenders.  




47 










        6.2.8
Restrictive Agreements. Enter into, incur or permit to exist, or permit any of its
Material Subsidiaries to, enter into, incur or permit to exist, any agreement or other
arrangement (excluding financial covenants under agreements evidencing Indebtedness
permitted hereunder) that prohibits, restricts or imposes any condition upon (a) the
ability of Harley or any of its Material Subsidiaries to create, incur or permit to exist
any Lien upon any of its property or assets to secure the Obligations, or (b) the ability
of any Material Subsidiary of Harley to pay cash dividends or other cash distributions
with respect to holders of its Voting Stock or to make or repay loans or advances to
Harley or any other Subsidiary of Harley or to guarantee Indebtedness of Harley or any
other Subsidiary of Harley; providedthat (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements relating
to a Permitted Finance Receivables Securitization, or the sale of a Subsidiary (or its
assets) pending such sale provided such restrictions and conditions apply only to the
Subsidiary (or its assets) that is to be sold and such sale is permitted hereunder, (iii)
clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness, (iv) clause (a) of the foregoing shall not apply to customary provisions in
leases and other contracts restricting the assignment thereof and (v) the foregoing shall
not apply to any agreement in effect (A) on the date hereof and set forth on Schedule
6.2.8 or (B) at the time a Person becomes a Material Subsidiary of Harley, so long as
such agreement was not entered into in contemplation thereof, in each case as amended
from time to time and including any renewal, extension, refinancing or replacement
thereof to the extent that such renewal, extension, refinancing or replacement does not
contain any restriction or condition of the type prohibited by this Section 6.2.8 which
is more restrictive or onerous in any material respect on Harley or any of its Material
Subsidiaries than the original restrictions and/or conditions of the type prohibited by
this Section 6.2.8contained in such original agreement or other arrangement.  




        6.2.9
Investments, Loans, Advances, Guarantees and Acquisitions. At any time during the
Additional Negative Covenant Period, purchase, hold or acquire (including pursuant to any
merger with any Person that was not a wholly owned Subsidiary of Harley prior to such
merger) any capital stock, evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or permit to
exist any loans or advances to, guarantee any Indebtedness of, or make or permit to exist
any investment or any other similar interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of related transactions) any Person or
any assets of any other Person constituting a business unit, or permit any of its
Material Subsidiaries to take any of the foregoing actions, except:  




	 	        (a)          Permitted
Investments;  







	 	        (b)          Permitted
Acquisitions;  







	 	        (c)          investments
of Harley and its Material Subsidiaries existing on the date hereof           and set
forth on Schedule 6.2.9(c) or, with respect to any Additional           Negative
Covenant Period, as of the commencement thereof, and any modification,
          replacement, renewal or extension thereof; provided that the amount of
          the original investment, loan, advance or guarantee is not increased except by
          the terms thereof or as otherwise not prohibited by this Section 6.2.9;  







	 	        (d)          investments
by Harley and its Subsidiaries existing on the date hereof or, with           respect to
any Additional Negative Covenant Period, as of the commencement           thereof, in the
capital stock of Harley’s Subsidiaries;  







	 	        (e)          investments,
loans, advances or capital contributions made by the Borrowers in           or to any of
their respective Subsidiaries and made by any of their respective           Subsidiaries
in or to a Borrower or any other Subsidiary of a Borrower (provided           that (i)
not more than an aggregate amount of $15,000,000 in investments, loans           or
advances or capital contributions may be made and remain outstanding, at any
          time, by the Companies to Subsidiaries of the Borrowers which are Non-Loan
          Parties and (ii) for the avoidance of doubt, the foregoing clause (i) shall not
          restrict or otherwise prohibit accounts payable and/or accounts receivable
          arising from intercompany sales and transfers in the ordinary course of
business           substantially consistent with past practice in connection with the
manufacture,           sale and distribution of motorcycles and related products and
services and/or           the allocation of payroll expenses among Harley and its
Subsidiaries in the           ordinary course of business substantially consistent with
past practice);  








48 









	 	        (f)          guarantees
constituting Indebtedness permitted by Section 6.2.1;  







	 	        (g)          loans
or advances to directors, officers, members of management and employees           and
consultants in the ordinary course of business for business-related travel,
          entertainment, relocation and other ordinary business purposes, and in
          connection with the purchase by any such person (or such person’s estate,
          heirs, family members, spouse or former spouse) of equity interests of Harley
to           the extent not prohibited by Section 6.2.10;  







	 	        (h)          investments,
loans and advances consisting of extensions of credit in the nature           of accounts
receivable or notes receivable arising from the grant of trade           credit in the
ordinary course of business (including, without limitation, with           respect to
intercompany transactions), and investments received in satisfaction           or partial
satisfaction thereof from financially troubled account debtors and           other
credits to suppliers in the ordinary course of business;  







	 	        (i)          promissory
notes and other noncash consideration received in connection with           dispositions
permitted under this Agreement;  







	 	        (j)          investments
(including debt obligations and equity interests) received in           connection with
the bankruptcy or reorganization of any Person and in settlement           of obligations
of, or other disputes with, any Persons arising in the ordinary           course of
business and upon foreclosure with respect to any secured investment,           loan or
advance or other transfer of title with respect to any secured           investment, loan
or advance;  







	 	        (k)          advances
of payroll payments to employees in the ordinary course of business;  







	 	        (l)          guarantees
of leases entered into by Harley or any Subsidiary of Harley in the           ordinary
course of business;  







	 	        (m)          investments
in the ordinary course of business consisting of endorsements for           collection or
deposit;  







	 	        (n)          investments
consisting of Hedging Obligations incurred in the ordinary course of           business
and not for speculative purposes;  







	 	        (o)          investments
consisting of operating deposit accounts maintained in the ordinary           course of
business and consistent with the past practice of Harley and its           Subsidiaries;  







	 	        (p)          investments
in respect of the performance of services customarily provided by a           parent
company to its Subsidiaries in the ordinary course of business on terms
          substantially consistent with the past practice of Harley and its Subsidiaries;  







49 










	 	        (q)          any
investment in a trust or one or more limited purpose finance companies or
          special purpose entities in connection with a Permitted Finance Receivables
          Securitization or any investment by such a Person in any other Person in
          connection with a Permitted Finance Receivables Securitization, including
          investments of funds held in accounts permitted or required by the arrangements
          governing the securitization financing or any related Indebtedness; provided
          that any material investment in such a trust or one or more limited purpose
          finance companies or special purpose entities is in the form of a note,
          contribution of additional Finance Receivables and/or equity investments; and  







	 	        (r)          any
other investment, loan or advance (other than acquisitions) so long as,           after
giving effect thereto, the aggregate amount of all such investments, loans           and
advances does not exceed the Applicable Investment Basket during the term of
          this Agreement.  







        For
the avoidance of doubt, at any time that the Additional Negative Covenant Period is not in
effect, the covenant contained in this Section 6.2.9 shall not be applicable to or
binding upon Harley or any of its Subsidiaries, and any Default or Unmatured Default
existing as of the expiration of an Additional Negative Covenant Period solely by virtue
of noncompliance with this Section 6.2.9 shall automatically cease to exist.
Furthermore, to the extent that any investment, loan or advance is made other than during
the Additional Negative Covenant Period, such investment, loan or advance shall continue
to be permitted hereunder and shall not count against the limitation set forth in clause
(r) above during the Additional Negative Covenant Period. 



        For
purposes of this Section 6.2.9, the amount of any (i) capital contribution shall be
the amount thereof (determined, in the case of a non-cash capital contribution, based upon
the fair market value of the contributed property on the date of such contribution as
reasonably determined by Harley), reduced by the amount of any cash equity return thereon,
(ii) loan or advance shall be the amount thereof, reduced by cash repayments thereof and
(iii) guarantee shall be the reasonably anticipated liability in respect thereof at the
time of determination. 



        6.2.10
Restricted Payments. At any time during the Additional Negative Covenant Period,
declare or make, or agree to pay or make, or permit any of its Material Subsidiaries to
declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment,
except (a) Harley may declare and pay dividends with respect to its Voting Stock payable
solely in additional shares of its common stock, (b) Subsidiaries of Harley may declare
and pay dividends ratably with respect to their Voting Stock, (c) the Companies may make
Restricted Payments pursuant to and in accordance with stock option plans or other
benefit plans for management or employees of Harley and its Subsidiaries, (d) Harley may
declare and pay regularly scheduled ordinary dividends not in excess of the amount
authorized by Harley’s board of directors as of the Closing Date and (e) Harley and
its Subsidiaries may make any other Restricted Payment so long as no Default or Event of
Default has occurred and is continuing when such Restricted Payment is declared or would
arise as a result (including after giving pro forma effect thereto) thereof and the
aggregate amount of all such Restricted Payments during any fiscal year of Harley does
not exceed $10,000,000 (the “Annual Permitted Restricted Payment Basket”).
For any fiscal year of Harley, the Annual Permitted Restricted Payment Basket shall be
increased by the unused amount of the Annual Permitted Restricted Payment Basket during
the immediately preceding fiscal year of Harley, without giving effect to any carryover
amount. Restricted Payments in any fiscal year of Harley shall be deemed to use first,
the Annual Permitted Restricted Payment Basket for such fiscal year and, second, any
amount carried forward to such fiscal year pursuant to this sentence.  




        For
the avoidance of doubt, at any time that the Additional Negative Covenant Period is not in
effect, the covenant contained in this Section 6.2.10 shall not be applicable to or
binding upon Harley or any of its Subsidiaries, and any Default or Unmatured Default
existing as of the expiration of an Additional Negative Covenant Period solely by virtue
of noncompliance with this Section 6.2.10 shall automatically cease to exist.
Furthermore, to the extent that any Restricted Payment is made other than during the
Additional Negative Covenant Period, such Restricted Payment shall continue to be
permitted hereunder and shall not count against the Annual Permitted Restricted Payment
Basket during the Additional Negative Covenant Period. 



50 










        6.3
Financial  Covenants.  So long as any Advance shall remain unpaid or any Lender
shall have any  Commitment hereunder, the Companies shall comply with the following: 




        (A)    Defined
Terms for Financial Covenants. The following terms used in this           Agreement
shall have the following meanings (such meanings to be applicable,           except to
the extent otherwise indicated in a definition of a particular term,           both to
the singular and the plural forms of the terms defined):  




	 	        “Consolidated
EBITDA” means, for any period, net income (or net loss) of Harley and its
Consolidated Subsidiaries in accordance with Agreement Accounting Principles plusthe
sum of (a) Consolidated Interest Expense, (b) taxes on or measured by income (including
franchise taxes imposed in lieu of income taxes), (c) depreciation expense, (d)
amortization expense, (e) non-recurring cash restructuring expenses not to exceed an
aggregate amount of $50,000,000 in any period of four consecutive fiscal quarters and (f)
other non-cash or extraordinary charges minus (g) any cash payments made during
such period in respect of any non-cash charges previously added back to Consolidated
EBITDA in accordance with the foregoing clause (f) and paid subsequent to the fiscal
quarter in which such non-cash charge was incurred, in each case determined in accordance
with Agreement Accounting Principles for such period. For the purposes of calculating
Consolidated EBITDA for any period, if during such period Harley or any Subsidiary shall
have made an acquisition or a disposition, Consolidated EBITDA for such period shall be
calculated after giving pro forma effect thereto as if such acquisition or disposition
occurred on the first day of such period.  







	 	        “Consolidated
Equity” means and refers to, as of the end of any period of determination, the
sum, without duplication, of (i) Consolidated Tangible Net Worth of HDFS, (ii) preferred
stock and (iii) Subordinated Indebtedness.  







	 	        “Consolidated
Finco Debt” means, at any time, all Indebtedness of HDFS and its Consolidated
Subsidiaries as reflected in the most recent Consolidated balance sheet of HDFS in
accordance with Agreement Accounting Principles; provided, there shall be excluded
from such amounts (i) Subordinated Indebtedness and (ii) Subordinated Intercompany
Indebtedness.  







	 	        “Consolidated
Interest Expense” means, with respect to Harley and its Consolidated
Subsidiaries for any fiscal period, interest expense (whether cash or non-cash)
determined in accordance with Agreement Accounting Principles for the relevant period
ended on such date and including interest expense for the relevant period that has been
capitalized on the balance sheet.  







	 	        “Consolidated
Opco Debt” means, at any time, all Indebtedness of Harley and its Consolidated
Subsidiaries as reflected in the most recent Consolidated balance sheet of Harley (but
excluding HDFS and its Subsidiaries) in accordance with Agreement Accounting Principles;
provided, there shall be excluded from such amounts intercompany Indebtedness.  







	 	        “Consolidated
Tangible Net Worth” of HDFS means its consolidated shareholder’s equity net
of intangible assets, as shall be determined in accordance with Agreement Accounting
Principles.  








51 









	 	        “Finco
Leverage Ratio” means the ratio of (a) Consolidated Finco Debt to (b)
Consolidated Equity.  







	 	        “Interest
Coverage Ratio” means the ratio of (a) Consolidated EBITDA to (b) Consolidated
Interest Expense.  







	 	        “Opco
Leverage Ratio” means the ratio of (a) Consolidated Opco Debt to (b)
Consolidated EBITDA.  







	 	        “Subordinated
Indebtedness” means Indebtedness of Harley or its Subsidiaries, whether direct
or indirect, to non-affiliated Persons which is subordinated to the Obligations on a
basis acceptable to the Global Administrative Agent.  







        (B)
Minimum Consolidated Tangible Net Worth. HDFS will, as of the end of any
          fiscal month, maintain a minimum Consolidated Tangible Net Worth of
          $500,000,000.  




        (C)
Maximum Finco Leverage Ratio. The Companies shall not permit the Finco
          Leverage Ratio, as of the end of any fiscal month, to exceed 10.00 to 1.00.  




        (D)
Maximum Opco Leverage Ratio. The Companies shall not permit the Opco
          Leverage Ratio, as of the end of any fiscal quarter ending prior to the
Guaranty           Ratings Threshold Date, to exceed 2.75 to 1.00. For the avoidance of
doubt, on           and after the Guaranty Ratings Threshold Date, the covenant contained
in this Section 6.3(D) shall not be applicable to or binding upon Harley or any
          of its Subsidiaries, and any Default or Unmatured Default existing as of the
          Guaranty Ratings Threshold Date solely by virtue of noncompliance with this Section
6.3(D) shall automatically cease to exist.  




        (E)
Minimum Interest Coverage Ratio. Harley shall not permit its Interest
          Coverage Ratio, as of the end of any fiscal quarter for the period of four
          consecutive fiscal quarters then ended, to be less than 2.50 to 1.00.  




ARTICLE VII
                                                  DEFAULTS 



        7.1
Defaults.  Each of the following occurrences shall constitute a Default under this
Agreement: 




	 	        (a) Failure
to Make Payments When Due. Any Borrower (i) shall fail to pay any           principal
of any Advance when the same becomes due and payable or (ii) shall           fail to pay
any interest on any Advance or make any other payment of fees or           other amounts
payable under this Agreement or any other Loan Document within           five (5)
Business Days after the same becomes due and payable.  







	 	        (b)Breach
of Representation or Warranty. Any representation or warranty made           by any
Company herein or by any Company (or any of their respective officers) in
          connection with this Agreement shall prove to have been incorrect in any
          material respect when made.  







	 	        (c) Breach
of Certain Covenants. (i) Any of the Companies shall fail to           perform or
observe any term, covenant or agreement under Section 6.1.4, 6.1.5, 6.1.9,
6.1.11, 6.2, or 6.3 or (ii) any           of the Companies shall
fail to perform or observe any other term, covenant or           agreement contained in
this Agreement or any other Loan Document on its part to           be performed or
observed if such failure shall remain unremedied for thirty (30)           days after
written notice thereof shall have been given to the applicable           Company by the
Global Administrative Agent or any Lender.  







52 










	 	        (d) Default
as to Other Indebtedness. (i) Any Borrower or any Material           Subsidiary shall
fail to pay any principal of or premium or interest on any           Indebtedness (other
than Indebtedness owed to any Borrower or any Material           Subsidiaries) that is
outstanding in a principal or net amount of at least           $60,000,000 in the
aggregate (but excluding (1) Indebtedness outstanding           hereunder and (2)
Indebtedness under a Permitted Finance Receivables           Securitization) of such
Borrower or such Material Subsidiary (as the case may           be), when the same
becomes due and payable (whether by scheduled maturity,           required prepayment,
acceleration, demand or otherwise), and such failure shall           continue after the
applicable grace period, if any, specified in the agreement           or instrument
relating to such Indebtedness; or (ii) or any event shall occur or           condition
shall exist under any agreement or instrument relating to any such           Indebtedness
(including, for the avoidance of doubt, such Indebtedness under a           Permitted
Finance Receivables Securitization to the extent such Indebtedness           appears as a
liability or indebtedness on the balance sheet of any Borrower or           any Material
Subsidiary in accordance with Agreement Accounting Principles           – “Balance
Sheet ABS Debt”) and shall continue after the           applicable grace period,
if any, specified in such agreement or instrument, if           the effect of such event
or condition is to enable or permit the holder or           holders of any such
Indebtedness to cause such Indebtedness to become due, or           require the
prepayment, repurchase, redemption or defeasance thereof, prior to           its stated
maturity date; or any such Indebtedness (including Balance Sheet ABS           Debt)
shall be declared to be due and payable, or required to be prepaid or           redeemed
(other than by a regularly scheduled required prepayment or           redemption),
purchased or defeased, or an offer to prepay, redeem, purchase or           defease such
Indebtedness (including Balance Sheet ABS Debt) shall be required           to be made,
in each case prior to the stated maturity thereof.  







	 	        (e) Bankruptcy
Events, Etc. Any Borrower or any Material Subsidiary shall           generally not
pay its debts as such debts become due, or shall admit in writing           its inability
to pay its debts generally, or shall make a general assignment for           the benefit
of creditors; or any proceeding shall be instituted by or against           any Borrower
or any Material Subsidiaries seeking to adjudicate it a bankrupt or           insolvent,
or seeking liquidation, winding up, reorganization, arrangement,           adjustment,
protection, relief, or composition of it or its debts under any law           relating to
bankruptcy, insolvency or reorganization or relief of debtors, or           seeking the
entry of an order for relief or the appointment of a receiver,           trustee,
custodian or other similar official for it or for any substantial part           of its
Property and, in the case of any such proceeding instituted against it           (but not
instituted by it), either such proceeding shall remain undismissed for           a period
of sixty (60) days, or any of the actions sought in such proceeding           (including,
without limitation, the entry of an order for relief against, or the
          appointment of a receiver, trustee, custodian or other similar official for, it
          or for any substantial part of its Property) shall occur; or any such Borrower
          or any such Material Subsidiary shall take any corporate action to authorize
any           of the actions set forth above in this Section 7.1(e).  







	 	        (f) Monetary
Judgments. Judgments or orders for the payment of money in           excess of
$60,000,000 in the aggregate shall be rendered against any Borrower or           any
Material Subsidiary with respect to which (i) enforcement proceedings shall
          have been commenced by any creditor upon such judgments or orders or (ii) there
          shall be any period of ten (10) consecutive days during which a stay of
          enforcement of such judgments or orders, by reason of a pending appeal or
          otherwise, shall not be in effect; provided, however, that any
          such judgment or order shall not be a Default or included in the calculation of
          the aggregate amount of judgments or orders under this Section 7.1(f) if
          and for so long as (i) the amount of such judgment or order is covered by a
          valid and binding policy of insurance between the defendant and the insurer
          covering payment thereof and (ii) such insurer, which shall be rated at least
          “A” by A.M. Best Company, has been notified of, and has not disputed
          the claim made for payment of, the amount of such judgment or order.  







	 	        (g) Non-Monetary
Judgments. Any non-monetary judgment or order shall be           rendered against any
Borrower or any Material Subsidiary that would be           reasonably expected to have a
Material Adverse Effect, and there shall be any           period of ten (10) consecutive
days during which a stay of enforcement of such           judgment or order, by reason of
a pending appeal or otherwise, shall not be in           effect.  







53 










	 	        (h) Change
of Control. A Change of Control shall occur.  







	 	        (i) ERISA.
Harley or any of its ERISA Affiliates shall incur, or shall be           reasonably
likely to incur, liability in excess of $60,000,000 in the aggregate           as a
result of one or more of the following: (i) the occurrence of any ERISA           Event;
(ii) the partial or complete withdrawal of Harley or any of its ERISA
          Affiliates from a Multiemployer Plan; or (iii) the reorganization or
termination           of a Multiemployer Plan.  







	 	        (j) Guaranty
Default. Unless a Guarantor has merged or consolidated with           another Company
as permitted under Section 6.2.3, any Guarantor shall           terminate, revoke,
refuse to perform or otherwise breach any of its guaranty and           other obligations
contained in Article XII, or such guaranty shall           otherwise become
unenforceable for any reason.  







	 	        (k) Support
Agreement Default. Harley shall terminate, revoke, refuse to           perform or
otherwise breach any of its obligations contained in the Support           Agreement or
such Support Agreement or any part thereof shall terminate or           otherwise become
unenforceable for any reason.  







        A
Default shall be deemed “continuing” until cured or until waived in writing in
accordance with Section 8.3. 



ARTICLE VIII
                    ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES 



        8.1
Remedies 




	 	        (a) Termination
of Commitments; Acceleration. If any Default described in Section 7.1(e) occurs
with respect to any Borrower, the obligations of           the Lenders to make Loans
hereunder shall automatically terminate and the           Obligations shall immediately
become due and payable without any election or           action on the part of the Global
Administrative Agent or any Lender. If any           other Default occurs, the Required
Lenders may (i) terminate the obligations of           the Lenders to make Loans
hereunder or (ii) declare the Obligations to be due           and payable, or both, and
upon any declaration under clause (ii), the           Commitments shall terminate and the
Obligations shall become immediately due and           payable, without presentment,
demand, protest or notice of any kind, all of           which each Borrower expressly
waives.  







	 	        (b) Rescission.
If, at any time after termination of the Lenders’          obligations to make Loans
but before acceleration of the maturity of the Loans,           the relevant Borrower
shall pay all arrears of interest and all payments on           account of principal of
the Loans which shall have become due otherwise than by           acceleration (with
interest on principal and, to the extent permitted by law, on           overdue interest,
at the rates specified in this Agreement) and all Defaults and           Unmatured
Defaults (other than nonpayment of principal of and accrued interest           on the
Loans due and payable solely by virtue of acceleration) shall be remedied           or
waived pursuant to Section 8.3, then upon the written consent of the
          Required Lenders and written notice to Harley, the termination of Lenders’          respective
obligations to make Loans or the aforesaid acceleration and its           consequences
may be rescinded and annulled; but such action shall not affect any           subsequent
Default or Unmatured Default or impair any right or remedy consequent           thereon.
The provisions of the preceding sentence are intended merely to bind           the
Lenders to a decision which may be made at the election of the Required
          Lenders; they are not intended to benefit any Borrower and do not give any
          Borrower the right to require the Lenders to rescind or annul any termination
of           the aforesaid obligations of the Lenders or any acceleration hereunder, even
if           the conditions set forth herein are met.  








54 









        8.2
Defaulting Lender. In the event that any Lender fails to fund its Pro Rata Share
of any Syndicated Global Advance requested or deemed requested by the applicable Borrower
which such Lender is obligated to fund under the terms of this Agreement (the funded
portion of such Advance being hereinafter referred to as a “Non Pro Rata Loan”)
or any Lender otherwise becomes a Defaulting Lender, until the earlier of such Lender’s
cure of such failure and the termination of the Commitments, the proceeds of all amounts
thereafter repaid to the Global Administrative Agent by any Borrower and otherwise
required to be applied to such Lender’s share of all other Obligations pursuant to
the terms of this Agreement shall be advanced to the applicable Borrower by the Global
Administrative Agent (“Cure Loans”) on behalf of such Lender to cure, in
full or in part, such failure by such Lender, but shall nevertheless be deemed to have
been paid to such Lender in satisfaction of such other Obligations. Notwithstanding
anything in this Agreement to the contrary:  




	 	        (i)
               the foregoing provisions of this Section 8.2 shall apply only with
               respect to the proceeds of payments of Obligations and shall not affect
the                conversion or continuation of Loans pursuant to Section 2.8;  







	 	        (ii)
               any Defaulting Lender shall be deemed to have cured its failure to fund
its Pro                Rata Share of any Syndicated Global Advance at such time as an
amount equal to                such Defaulting Lender’s original Pro Rata Share of
the requested principal                portion of such Advance is fully funded to the
applicable Borrower, whether made                by such Defaulting Lender itself or by
operation of the terms of this Section                8.2, and whether or not the
Non Pro Rata Loan with respect thereto has been                repaid, converted or
continued;  







	 	        (iii)
               amounts advanced to any Borrower to cure, in full or in part, any such
               Defaulting Lender’s failure to fund its Pro Rata Share of any
Syndicated                Global Advance shall bear interest at the rate applicable to
Syndicated Global                Loans which are Base Rate Loans, in effect from time to
time, and for all other                purposes of this Agreement shall be treated as if
they were Base Rate Loans;  







	 	        (iv)
               regardless of whether or not a Default has occurred or is continuing, and
               notwithstanding the instructions of any Borrower as to its desired
application,                all repayments of principal which, in accordance with the
other terms of this                Agreement, would be applied to the outstanding Base
Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non
Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting
Non Pro                Rata Loans or Cure Loans and, third, ratably to Base Rate
Loans                constituting Cure Loans;  







	 	        (v)
               for so long as and until the earlier of any such Defaulting Lender’s
cure                of all matters that caused such Lender to be a Defaulting Lender and
the                termination of the Commitments, the term “Required Lenders” for
               purposes of this Agreement shall mean Lenders (excluding all Defaulting
Lenders)                whose Pro Rata Shares represent greater than fifty-one percent
(51%) of the                aggregate Pro Rata Shares of such Lenders; and  







	 	        (vi)
               for so long as and until any such Defaulting Lender’s cure of all
matters                that caused such Lender to be a Defaulting Lender, such Defaulting
Lender shall                not be entitled to any fees with respect to its Commitment,
which fees shall                accrue in favor of the Lenders which are not Defaulting
Lenders and shall be                allocated among such Lenders ratably based upon their
relative Commitments.  







55 










        8.3
Amendments. Subject to the provisions of this Article VIII, the Required Lenders
(or the Global Administrative Agent with the consent in writing of the Required Lenders)
and the Borrowers may enter into agreements supplemental hereto for the purpose of adding
or modifying any provisions to the Loan Documents or changing in any manner the rights of
the Lenders or the Borrowers hereunder or waiving any Default hereunder; provided,
however, that no such supplemental agreement shall, without the consent of each
Lender directly affected thereby:  




	 	        (i)                postpone
or extend the Termination Date (excluding, for the avoidance of doubt,                the
consummation of the conversion to the Term Loan as contemplated by Section 2.2),
the Maturity Date or any other date fixed for any payment                of principal of,
or interest on, the Loans or any fees or other amounts payable                to such
Lender (except with respect to a waiver of the application of the                default
rate of interest pursuant to Section 2.11 hereof);  







	 	        (ii)                reduce
the principal amount of any Loans, or reduce the rate or extend the time
               of payment of interest or fees thereon or other amounts payable hereunder;  







	 	        (iii)                reduce
the percentage specified in the definition of Required Lenders or any
               other percentage or number of Lenders specified to be the applicable
percentage                or number in this Agreement to act on specified matters or
amend the definitions                of “Required Lenders” or “Pro Rata
Share”;  







	 	        (iv)                increase
the amount of the Commitment of any Syndicated Global Lender or                increase
any Lender’s Pro Rata Share;  







	 	        (v)                permit
any Borrower to assign its rights under this Agreement;  







	 	        (vi)                notwithstanding
anything to the contrary in the Support Agreement, release                Harley from any
of its obligations under the Support Agreement or otherwise                terminate the
Support Agreement;  







	 	        (vii)                release
any Guarantor other than in accordance with the terms of the Loan
               Documents;  







	 	        (viii)                alter
the manner in which payments or prepayments of principal, interest or
               other amounts under the Loan Documents shall be applied as among the
Lenders; or  







	 	        (ix)                amend
this Section 8.3.  







        No
amendment of any provision of this Agreement relating to the Global Administrative Agent
shall be effective without the written consent of the Global Administrative Agent. The
Global Administrative Agent may waive payment of the fee required under Section
13.3(B) without obtaining the consent of any of the Lenders or Borrowers. 



        If,
in connection with any proposed amendment, waiver or consent requiring the consent of
“the Lenders”, “each Lender” or “each Lender directly affected
thereby,” the consent of the Required Lenders is obtained, but the consent of other
necessary Lenders is not obtained (any such Lender whose consent is necessary but not
obtained being referred to herein as a “Non-Consenting
Lender”), then Harley may (at its sole cost and expense) elect to
replace a Non-Consenting Lender as a Lender party to this Agreement; provided that,
concurrently with such replacement, (i) another bank or other entity which is reasonably
satisfactory to Harley and the Global Administrative Agent shall agree, as of such date,
to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender
pursuant to an assignment and assumption and to become a Lender for all purposes under
this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated
as of such date and to comply with the requirements of Section 13.3(A), and with
Harley or such replacement Lender paying the $3,500 processing fee required in Section
13.3(B) and (ii) Harley shall pay to such Non-Consenting Lender in same day funds on
the day of such replacement (1) all principal, interest, fees and other amounts then
accrued but unpaid to such Non-Consenting Lender by any Borrower hereunder to and
including the date of termination, including without limitation payments due to such
Non-Consenting Lender under Sections 3.1, 3.2 and 3.5, and (2)
an amount, if any, equal to the payment which would have been due to such Lender on the
day of such replacement under Section 3.4 had the Loans of such Non-Consenting
Lender been prepaid on such date rather than sold to the replacement Lender. 




56 









        8.4
Preservation of Rights. No delay or omission of the Lenders or the Global
Administrative Agent to exercise any right under the Loan Documents shall impair such
right or be construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan notwithstanding the existence of a Default or the inability of any
Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver
or acquiescence. Any single or partial exercise of any such right shall not preclude
other or further exercise thereof or the exercise of any other right, and no waiver,
amendment or other variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section
8.3, and then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Global Administrative Agent and the Lenders until the Obligations have
been paid in full.  




ARTICLE IX
                                              GENERAL PROVISIONS 



        9.1
Survival of Representations. All representations and warranties of the relevant
Companies contained in this Agreement shall survive delivery of any Notes and the making
of the Loans herein contemplated.  




        9.2
Governmental Regulation. Anything contained in this Agreement to the contrary
notwithstanding, no Lender shall be obligated to extend credit to any Borrower in
violation of any limitation or prohibition provided by any applicable statute or
regulation.  




        9.3
Headings. Section headings in the Loan Documents are for convenience of reference
only, and shall not govern the interpretation of any of the provisions of the Loan
Documents.  




        9.4
Entire Agreement. The Loan Documents embody the entire agreement and understanding
among the Companies, the Global Administrative Agent and the Lenders and supersede all
prior agreements and understandings among the Companies, the Global Administrative Agent
and the Lenders relating to the subject matter thereof.  




        9.5
Several Obligations; Benefits of this Agreement. The respective obligations of the
Lenders hereunder are several and not joint and no Lender shall be the partner or agent
of any other. The failure of any Lender to perform any of its obligations hereunder shall
not relieve any other Lender from any of its obligations hereunder. This Agreement shall
not be construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.  




        9.6
Expenses; Indemnification.  




57 










        (A)
Expenses. The Borrowers shall reimburse the Global Administrative Agent
               and the Arrangers for any reasonable costs, internal charges and
out-of-pocket                expenses (including attorneys’ and paralegals’ fees
and time charges                of attorneys and paralegals for each such Person, which
attorneys and paralegals                may be employees of such Persons) paid or
incurred by such Persons in connection                with the preparation, negotiation,
execution, delivery, syndication,                distribution (including via the
internet), review, amendment, modification, and                administration of the Loan
Documents. The Borrowers also agree to reimburse the                Global Administrative
Agent and the Lenders for any costs, internal charges and                out-of-pocket
expenses (including attorneys’ and paralegals’ fees and                time
charges of attorneys and paralegals for each such Person, which attorneys
               and paralegals may be employees of such Persons) paid or incurred by each
such                Person in connection with the collection of the Obligations and
enforcement of                the Loan Documents; provided that the Borrowers
shall not be obligated to                so reimburse for more than one primary law firm
(and, in addition to such                primary law firm, one local counsel engaged in
each relevant jurisdiction by                such primary law firm) as counsel for the
Global Administrative Agent and more                than one primary law firm (and, in
addition to such primary law firm, one local                counsel engaged in each
relevant jurisdiction by such primary law firm) as                counsel for the Lenders
in connection with such collection or enforcement.  




        (B)
Indemnity. Each of the Borrowers further agrees to defend, protect,
               indemnify, and hold harmless the Global Administrative Agent, the
Arrangers,                each and all of the Lenders, and each of their respective
Affiliates, and each                of such Person’s respective officers, directors,
employees, attorneys and                agents (including, without limitation, those
retained in connection with the                satisfaction or attempted satisfaction of
any of the conditions set forth in Article IV) (collectively, the “Indemnitees”)
from and                against any and all liabilities, obligations, losses, damages,
penalties,                actions, judgments, suits, claims, costs, expenses of any kind
or nature                whatsoever (including, without limitation, the fees and
disbursements of counsel                for such Indemnitees in connection with any
investigative, administrative or                judicial proceeding, whether or not such
Indemnitees shall be designated a party                thereto), imposed on, incurred by,
or asserted against such Indemnitees in any                manner relating to or arising
out of:  




	 	        (i)                this
Agreement, the other Loan Documents, or any act, event or transaction
               related or attendant thereto, the making of the Loans hereunder, the
management                of such Loans or the use or intended use of the proceeds of the
Loans; or  







	 	        (ii)                any
liabilities, obligations, responsibilities, losses, damages, personal
               injury, death, punitive damages, economic damages, consequential damages,
treble                damages, intentional, willful or wanton injury, damage or threat to
the                environment, natural resources or public health or welfare, costs and
expenses                (including, without limitation, attorney, expert and consulting
fees and costs                of investigation, feasibility or remedial action studies),
fines, penalties and                monetary sanctions, interest, direct or indirect,
known or unknown, absolute or                contingent, past, present or future relating
to violation of any Environmental                Law arising from or in connection with
the past, present or future operations of                the Companies, their
Subsidiaries or any of their respective predecessors in                interest, or, the
past, present or future environmental, health or safety                condition of any
respective Property of the Companies or their Subsidiaries, the                presence
of asbestos-containing materials at any respective Property of the
               Companies or their Subsidiaries or the Release or threatened Release of
any                contaminant into the environment (collectively, the “Indemnified
               Matters”);  







        provided,
however, no Borrower shall have any obligation to an Indemnitee hereunder with
respect to Indemnified Matters to the extent caused solely by or resulting solely from the
bad faith, willful misconduct or gross negligence of such Indemnitee or such
Indemnitee’s material breach of its obligations under this Agreement, in each case as
determined by the final non-appealable judgment of a court of competent jurisdiction. If
the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence
may be unenforceable because it is violative of any law or public policy, the Borrowers
shall contribute the maximum portion which it is permitted to pay and satisfy under
applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the
Indemnitees. 




58 









        (C)
Waiver of Certain Claims; Settlement of Claims. Each of the Companies
          further agrees to assert no claim against any of the Indemnitees on any theory
          of liability for consequential, special, indirect, exemplary or punitive
          damages. No settlement shall be entered into by any Company or any of their
          Subsidiaries with respect to any claim, litigation, arbitration or other
          proceeding relating to or arising out of the transaction evidenced by this
          Agreement or the other Loan Documents (whether or not the Global Administrative
          Agent, any Lender or any Indemnitee is a party thereto) unless such settlement
          releases all Indemnitees from any and all liability with respect thereto.  




        (D)
Survival of Agreements. The obligations and agreements of the Companies
          under this Section 9.6 shall survive the termination of this Agreement.  




        9.7
Numbers of Documents. All statements, notices, closing documents, and requests
hereunder shall be furnished to the Global Administrative Agent with sufficient
counterparts so that the Global Administrative Agent may furnish one to each of the
relevant Lenders.  




        9.8
Accounting. Except as provided to the contrary herein, all accounting terms used
herein shall be interpreted and all accounting determinations hereunder shall be made in
accordance with Agreement Accounting Principles. Notwithstanding any other provision
contained herein, all terms of an accounting or financial nature used herein shall be
construed, and all computations of amounts and ratios referred to herein shall be made,
without giving effect to any election under Statement of Financial Accounting Standards
159 (or any other Financial Accounting Standard having a similar result or effect) to
value any Indebtedness or other liabilities of Harley or any Subsidiary of Harley at
“fair value”, as defined therein.  




        9.9
Severability of Provisions. Any provision in any Loan Document that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforceability, or validity of that
provision in any other jurisdiction, and to this end the provisions of all Loan Documents
are declared to be severable.  




        9.10
Nonliability of Lenders. The relationship among the Companies and the Lenders and
the Global Administrative Agent shall be solely that of borrower or guarantor and lender.
Neither the Global Administrative Agent nor any Lender shall have any fiduciary
responsibilities to any of the Companies. Neither the Global Administrative Agent nor any
Lender undertakes any responsibility to any of the Companies to review or inform any of
the Companies of any matter in connection with any phase of any of the Companies’ business
or operations.  




        9.11
CHOICE OF LAW AND SUBMISSION TO JURISDICTION. THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
BANKS. EACH COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH
FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL
AFFECT ANY RIGHT THAT THE GLOBAL ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY COMPANY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.  




59 










        9.12
WAIVER OF JURY TRIAL. EACH OF THE COMPANIES, THE GLOBAL ADMINISTRATIVE AGENT AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.  




        9.13
No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement and the other Loan Documents. In the event an
ambiguity or question of intent or interpretation arises, this Agreement and the other
Loan Documents shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provisions of this Agreement or any of the other Loan Documents.  




        9.14
USA PATRIOT ACT. Each Lender that is subject to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”)
hereby notifies each Borrower that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies such Borrower, which
information includes the name and address of such Borrower and other information that
will allow such Lender to identify such Borrower in accordance with the Act.  




        9.15
Service of Process. Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Article XIV. Nothing in this Agreement
or any other Loan Document will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.  




ARTICLE X
                                         THE GLOBAL ADMINISTRATIVE AGENT 



        10.1
Appointment; Nature of Relationship. JPMorgan Chase Bank, N.A. is appointed by the
Lenders (each reference in this Article X to a Lender being in its capacity as a
Lender) as the Global Administrative Agent hereunder and under each other Loan Document,
and each of the Lenders irrevocably authorizes the Global Administrative Agent to act as
the contractual representative of such Lender with the rights and duties expressly set
forth herein and in the other Loan Documents. The Global Administrative Agent agrees to
act as such contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term “Global Administrative Agent”,
it is expressly understood and agreed that the Global Administrative Agent shall not have
any fiduciary responsibilities to any Lender by reason of this Agreement and that the
Global Administrative Agent is merely acting as the representative of the Lenders with
only those duties as are expressly set forth in this Agreement and the other Loan
Documents. In its capacity as the Lenders’ contractual representative, the Global
Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, and
(ii) is acting as an independent contractor, the rights and duties of which are limited
to those expressly set forth in this Agreement and the other Loan Documents. Each of the
Lenders agrees to assert no claim against the Global Administrative Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of which claims
each Lender waives.  




60 










        10.2
Powers. The Global Administrative Agent shall have and may exercise such powers
under the Loan Documents as are specifically delegated to the Global Administrative Agent
by the terms of each thereof, together with such powers as are reasonably incidental
thereto. The Global Administrative Agent shall have no implied duties or fiduciary duties
to the Lenders, or any obligation to the Lenders to take any action hereunder or under
any of the other Loan Documents except any action specifically provided by the Loan
Documents required to be taken by the Global Administrative Agent. The Global
Administrative Agent shall have and may exercise such powers under the Loan Documents as
are specifically delegated to the Global Administrative Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The Global
Administrative Agent shall have no implied duties or fiduciary duties to the Lenders, or
any obligation to the Lenders to take any action hereunder or under any of the other Loan
Documents except any action specifically provided by the Loan Documents required to be
taken by the Global Administrative Agent. Without limiting the foregoing, the Global
Administrative Agent hereby agrees to provide the notice contemplated by Section 7.1(b) if
so requested by the Required Lenders.  




        10.3
General Immunity. Neither the Global Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to any of the Borrowers or
Lenders for any action taken or omitted to be taken by it or them hereunder or under any
other Loan Document or in connection herewith or therewith except to the extent such
action or inaction is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen solely from (i) the gross negligence or willful misconduct of
such Person or (ii) breach of contract by such Person with respect to the Loan Documents.  




        10.4
No Responsibility for Loans, Creditworthiness, Recitals, Etc. Neither the Global
Administrative Agent nor any of its directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into, or verify (i) any statement,
warranty or representation made in connection with any Loan Document or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or agreements of
any obligor under any Loan Document; (iii) the satisfaction of any condition specified in
Article IV (other than to confirm receipt of items expressly required to be
delivered to the Global Administrative Agent on the Closing Date pursuant to Section
4.1); (iv) the existence or possible existence of any Default or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or writing
furnished in connection therewith. The Global Administrative Agent shall not be
responsible to any Lender for any recitals, statements, representations or warranties
herein or in any of the other Loan Documents, for the execution, effectiveness,
genuineness, validity, legality, enforceability, collectibility, or sufficiency of this
Agreement or any of the other Loan Documents or the transactions contemplated thereby, or
for the financial condition of Harley, any guarantor of any or all of the Obligations,
any Company or any of their Subsidiaries.  




        10.5
Action on Instructions of Lenders. The Global Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the Required
Lenders (except with respect to actions that require the consent of all of the Lenders as
provided in Section 8.3), and such instructions and any action taken or failure to
act pursuant thereto shall be binding on all of the Lenders and on all holders of Notes.
The Global Administrative Agent shall be fully justified in failing or refusing to take
any action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all liability,
cost and expense that it may incur by reason of taking or continuing to take any such
action.  



61 











        10.6
Employment of the Global Administrative Agent and Counsel. The Global
Administrative Agent may execute any of its duties hereunder and under any other Loan
Document by or through employees, agents, affiliates and attorneys-in-fact, and shall not
be answerable to the Lenders, except as to money or securities received by it or its
authorized agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Global Administrative Agent shall be entitled to
advice of counsel concerning the contractual arrangement among the Global Administrative
Agent and the Lenders and all matters pertaining to the Global Administrative Agent’s
duties hereunder and under any other Loan Document.  




        10.7
Reliance on Documents; Counsel. The Global Administrative Agent shall be entitled
to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to have been
signed or sent by the proper person or persons, and, in respect to legal matters, upon
the opinion of counsel selected by the Global Administrative Agent, which counsel may be
employees of the Global Administrative Agent.  




        10.8
The Global Administrative Agent’s Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Global Administrative Agent ratably in
proportion to their respective Pro Rata Shares (determined at the time such indemnity is
sought) (i) for any amounts not reimbursed by any Borrower for which the Global
Administrative Agent is entitled to reimbursement or indemnification by any Borrower
under the Loan Documents, (ii) for any other expenses incurred by the Global
Administrative Agent on behalf of the Lenders in connection with the preparation,
execution, delivery, administration, distribution (including via the internet) and
enforcement of the Loan Documents, including as a result of a dispute among the Lenders
or between any Lender and the Global Administrative Agent, and (iii) for any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Global Administrative Agent in any way relating to or arising out of
the Loan Documents or any other document delivered in connection therewith or the
transactions contemplated thereby, or the enforcement of any of the terms thereof or of
any such other documents, including as a result of a dispute among the Lenders or between
any Lender and the Global Administrative Agent; provided that no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have arisen solely from
the gross negligence or willful misconduct of the Global Administrative Agent.  




        10.9
Rights as a Lender. With respect to its Commitment, Loans made by it and any Notes
issued to it, the Global Administrative Agent shall have the same rights and powers
hereunder and under any other Loan Document as any Lender and may exercise the same as
though it were not the Global Administrative Agent, as applicable, and the term “Lender” or
“Lenders”, as applicable, shall, unless the context otherwise indicates,
include the Global Administrative Agent in its individual capacity. The Global
Administrative Agent may accept deposits from, lend money to and generally engage in any
kind of trust, debt, equity or other transaction, in addition to those contemplated by
this Agreement or any other Loan Document, with Harley, any Company or any of their
Subsidiaries in which such Person is not prohibited hereby from engaging with any other
Person.  




        10.10
Lender Credit Decision. Each Lender acknowledges that it has, independently and
without reliance upon the Global Administrative Agent or any other Lender and based on
the financial statements prepared by the Borrowers and such other documents and
information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement and the other Loan Documents. Each Lender also acknowledges
that it will, independently and without reliance upon the Global Administrative Agent or
any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action
under this Agreement and the other Loan Documents.  




62 










        10.11
Successor Global Administrative Agent. The Global Administrative Agent may resign
at any time by giving written notice thereof to the Lenders and the Borrowers. Upon any
such resignation, the Required Lenders shall have the right to appoint, on behalf of the
Lenders, a successor Global Administrative Agent. If no successor Global Administrative
Agent shall have been so appointed by the Required Lenders and shall have accepted such
appointment within thirty days after the retiring Global Administrative Agent’s
giving notice of resignation, then the retiring Global Administrative Agent may appoint,
on behalf of the Lenders, a successor Global Administrative Agent. Notwithstanding
anything herein to the contrary, so long as no Default has occurred and is continuing,
each such successor Global Administrative Agent shall be subject to approval by Harley,
which approval shall not be unreasonably withheld. Such successor Global Administrative
Agent shall be a commercial bank (including a branch thereof) having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the Global
Administrative Agent hereunder by a successor Global Administrative Agent, such successor
Global Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Global Administrative Agent, and
the retiring Global Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents. After any retiring Global
Administrative Agent’s resignation hereunder as the Global Administrative Agent, the
provisions of this Article X shall continue in effect for its benefit in respect
of any actions taken or omitted to be taken by it while it was acting as the Global
Administrative Agent hereunder and under the other Loan Documents.  




        10.12
Co-Agents, Documentation Agent, Syndication Agent, etc. None of the Lenders, if
any, identified in this Agreement as a “co-agent”, “documentation agent” or
“syndication agent” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all Lenders as
such. Without limiting the foregoing, none of such Lenders shall have or be deemed to
have a fiduciary relationship with any Lender. Each Lender hereby makes the same
acknowledgments with respect to such Lenders as it makes with respect to the Global
Administrative Agent in Section 10.10.  




ARTICLE XI
                                           SETOFF; RATABLE PAYMENTS 



        11.1
Setoff. In addition to, and without limitation of, any rights of the Lenders under
applicable law, if any Default occurs and is continuing, any indebtedness from any Lender
to any Company (including all account balances, whether provisional or final and whether
or not collected or available) may be offset and applied toward the payment of the
Obligations owing to such Lender and the other Obligations, whether or not the
Obligations, or any part hereof, shall then be due.  




        11.2
Ratable Payments. If any Syndicated Global Lender, whether by setoff or otherwise,
has payment made to it upon its Syndicated Global Loans (other than payments received
pursuant to Sections 3.1, 3.2, 3.4 or 3.5) in a greater
proportion than that received by any other Syndicated Global Lender, such Syndicated
Global Lender agrees, promptly upon demand, to purchase a portion of the Syndicated
Global Loans held by the other Syndicated Global Lenders so that after such purchase each
Syndicated Global Lender will hold its ratable proportion of Syndicated Global Loans. If
any Syndicated Global Lender, whether in connection with setoff or amounts which might be
subject to setoff or otherwise, receives collateral or other protection for its
Obligations or such amounts which may be subject to setoff, such Syndicated Global Lender
agrees, promptly upon demand, to take such action necessary such that all Syndicated
Global Lenders share in the benefits of such collateral ratably in proportion to their
Syndicated Global Loans. In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made.  



63 











ARTICLE XII
                                                  GUARANTEE 



        In
order to induce the Lenders to extend credit hereunder, but subject to the provisions of
the final paragraph of this Article XII, each Guarantor fully and unconditionally
and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with
the other Guarantors and severally, the Obligations (including, without limitation,
interest accruing hereunder after the commencement of any case under the United States
Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in
which a Company is organized, whether or not allowed as a claim in such case). The
obligations of the Guarantors under this Article XII are sometimes referred to as the
“Guarantee”. Each Guarantor further agrees that the Obligations may be
extended or renewed, in whole or in part, without notice to or further assent from it, and
that it will remain bound upon its Guarantee hereunder notwithstanding any such extension
or renewal of any Obligation. 



        Each
Guarantor waives presentment to, demand of payment from and protest to any Borrower of any
of the Obligations, and also waives notice of acceptance of its obligations and notice of
protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected
by the failure of any Lender or the Global Administrative Agent to assert any claim or
demand or to enforce any right or remedy against any Borrower under the provisions of this
Agreement or any of the other Loan Documents or otherwise, or, except as specifically
provided therein, by any rescission, waiver, amendment or modification of any of the terms
or provisions of this Agreement, any of the other Loan Documents or any other agreement. 



        Each
Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment
when due and not merely of collection, and waives any right to require that any resort be
had by any Lender to any balance of any deposit account or credit on the books of any
Lender in favor of any Borrower or any other person. 



        Each
Guarantor agrees that its obligations under this Guarantee shall be unconditional,
irrespective of: 



	 	        (i)                the
validity, enforceability, avoidance, novation or subordination of any of the
               Obligations or any of the Loan Documents;  







	 	        (ii)                the
absence of any attempt by, or on behalf of, any Lender or the Global
               Administrative Agent to collect, or to take any other action to enforce,
all or                any part of the Obligations whether from or against any Borrower,
any other                guarantor of the Obligations or any other Person;  







	 	        (iii)                the
election of any remedy by, or on behalf of, any Lender or the Global
               Administrative Agent with respect to all or any part of the Obligations;  







	 	        (iv)                the
waiver, consent, extension, forbearance or granting of any indulgence by, or
               on behalf of, any Lender or the Global Administrative Agent with respect
to any                provision of any of the Loan Documents;  








64 









	 	        (v)                the
failure of the Global Administrative Agent to take any steps to perfect and
               maintain its security interest in, or to preserve its rights to, any
security or                collateral for the Obligations;  







	 	        (vi)                the
election by, or on behalf of, any one or more of the Lenders or the
               Global Administrative Agent in any proceeding instituted under Chapter 11
               of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the
               “Bankruptcy Code”) or other bankruptcy-related rules or
               legislation in any country in which a Company is organized, of the
application                of Section 1111(b)(2) of the Bankruptcy Code;  







	 	        (vii)                any
borrowing or grant of a security interest by any Company, as
               debtor-in-possession, under Section 364 of the Bankruptcy Code or any
other                bankruptcy-related rules or regulations in any country in which a
Borrower is                organized;  







	 	        (viii)                the
disallowance, under Section 502 of the Bankruptcy Code or any other
               bankruptcy-related rules or regulations in any country in which a Company
is                organized, of all or any portion of the claims of any of the Lenders or
the                Global Administrative Agent for repayment of all or any part of the
Obligations;                or  







	 	        (ix)                any
other circumstance which might otherwise constitute a legal or equitable
               discharge or defense of any Borrower or any Guarantor.  







        The
obligations of the Guarantors hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity,
illegality or unenforceability of the Obligations, any impossibility in the performance of
the Obligations or otherwise. The Lenders, either themselves or acting through the Global
Administrative Agent, are authorized, without notice or demand and without affecting the
liability of any Guarantor hereunder, from time to time, (a) to renew, extend,
accelerate or otherwise change the time for payment of, or other terms relating to, all or
any part of the Obligations, or to otherwise modify, amend or change the terms of any of
the Loan Documents; (b) to accept partial payments on all or any part of the
Obligations; (c) to take and hold security or collateral for the payment of all or
any part of the Obligations, this Guarantee, or any other guaranties of all or any part of
the Obligations, (d) to exchange, enforce, waive and release any such security or
collateral; (e) to apply such security or collateral and direct the order or manner
of sale thereof as in their discretion they may determine; (f) to settle, release,
exchange, enforce, waive, compromise or collect or otherwise liquidate all or any part of
the Obligations, this Guarantee, any other guaranty of all or any part of the Obligations,
and any security or collateral for the Obligations or for any such guaranty. 



        The
Guarantors consent and agree that none of the Lenders nor the Global Administrative Agent
nor any Person acting for or on behalf of the Lenders or the Global Administrative Agent
shall be under any obligation to marshall any assets in favor of any Guarantor or against
or in payment of any or all of the Obligations. The Guarantors further agree that, to the
extent that any Borrower, any Guarantor or any other guarantor of all or any part of the
Obligations makes a payment or payments to any Lender or the Global Administrative Agent,
or any Lender or the Global Administrative Agent receives any proceeds of collateral for
all or any part of the Obligations, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to any Borrower, such Guarantor, such other guarantor or any other
Person, or their respective estates, trustees, receivers or any other party, under any
bankruptcy law, state, provincial or federal law, common law or equitable cause, then, to
the extent of such payment or repayment, the part of the Obligations which has been paid,
reduced or satisfied by such amount shall be reinstated and continued in full force and
effect as of the time immediately preceding such initial payment, reduction or
satisfaction. 




65 









        In
furtherance of the foregoing and not in limitation of any other right which the Global
Administrative Agent or any Lender may have at law or in equity against the Guarantors by
virtue hereof, upon the failure of any Borrower to pay any of the Obligations when and as
the same shall become due, whether at maturity, by acceleration, after notice of
prepayment or otherwise, each Guarantor promises to and will, upon receipt of written
demand by the Global Administrative Agent, forthwith pay, or cause to be paid, in cash,
the amount of such unpaid Obligations. The Guarantors further agree, jointly and
severally, that if payment in respect of any of the Obligations owed to any Lender shall
be due at a place of payment other than as designated in this Agreement and if, by reason
of any Change in Law (as defined in Section 3.1), war or civil disturbance or other event,
such place of payment shall be impossible or, in the judgment of such Lender, not
consistent with the protection of its rights or interests, then, at the election of such
Lender, the Guarantors shall make payment of such Obligation in the applicable place
designated in this Agreement, and shall indemnify such Lender against any losses or
expenses that it shall sustain as a result of such alternative payment. 



        Until
the Obligations have been paid in full in cash and the Maturity Date shall have occurred,
the Guarantors (i) shall have no right of subrogation with respect to such Obligations and
(ii) waive any right to enforce any remedy which the Lenders or the Global Administrative
Agent (or any of them) now have or may hereafter have against any Borrower, any endorser
or any guarantor of all or any part of the Obligations or any other Person, and the
Guarantors waive any benefit of, and any right to participate in, any security or
collateral given to the Lenders and the Global Administrative Agent (or any of them) to
secure the payment or performance of all or any part of the Obligations or any other
liability of any Borrower to the Lenders or the Global Administrative Agent (or any of
them). 



        This
Guarantee shall continue in full force and effect and may not be terminated or otherwise
revoked until the Obligations shall have been fully paid (in cash) and discharged and this
Agreement and all financing arrangements between any Borrower, the Global Administrative
Agent and the Lenders shall have been terminated; provided that if a Guarantor is
merged or consolidated with another Company pursuant to Section 6.2.3 or if the
capital stock of a Guarantor is sold, transferred or otherwise disposed of in a
transaction permitted pursuant to the terms of this Agreement (as in effect on the Closing
Date), such Guarantor shall be released from its obligations under this Agreement without
further action. If, notwithstanding the foregoing, the Guarantors (or any of them) shall
have any right under applicable law to terminate or revoke this Guarantee, the Guarantors
agree that such termination or revocation shall not be effective until a written notice of
such revocation or termination, specifically referring hereto, signed by the Guarantors,
is actually received by the Global Administrative Agent. Such notice shall not affect the
right and power of any of the Lenders or the Global Administrative Agent to enforce rights
arising prior to receipt thereof by the Global Administrative Agent. If any Lender grants
loans or takes other action after a Guarantor terminates or revokes this Guarantee but
before the Global Administrative Agent receives such written notice, the rights of such
Lender with respect thereto shall be the same as if such termination or revocation had not
occurred. The provisions of this Article XII shall remain in full force and effect,
notwithstanding any termination of this Agreement, until the Obligations shall have been
fully paid (in cash) and discharged. 



        Notwithstanding
anything contained in this Article XII to the contrary, on and after the Guaranty Ratings
Threshold Date, (i) the cross-guarantee obligations of each Borrower in respect of the
Loans made to, and any other obligations of, the other Borrower pursuant to this Article
XII shall be automatically released and terminated, (ii) the obligations of the Opco
Guarantors under this Article XII shall be solely in respect of the Loans made to, and any
other Obligations of, Harley and (iii) the obligations of the Finco Guarantors under this
Article XII shall be solely in respect of the Loans made to, and any other Obligations of,
HDFC. 



ARTICLE XIII
                             BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 



66 










        13.1
Successors and Assigns. The terms and provisions of the Loan Documents shall be
binding upon and inure to the benefit of the Companies, the Lenders and the Global
Administrative Agent and their respective successors and assigns, except that (i) the
Companies shall not have the right to assign their rights or obligations under the Loan
Documents and (ii) any assignment by any Lender must be made in compliance with Section
13.3 hereof. Notwithstanding clause (ii) of this Section 13.1, any
Lender may at any time, without the consent of any Borrower or the Global Administrative
Agent, assign all or any portion of its rights under this Agreement and any Notes to a
Federal Reserve Bank; provided, however, that no such assignment shall
release the transferor Lender from its obligations hereunder. The Global Administrative
Agent may treat any Lender as the owner of the Loans for all purposes hereof unless and
until such Lender complies with Section 13.3 hereof in the case of an assignment
thereof or, in the case of any other transfer, a written notice of the transfer is filed
with the Global Administrative Agent. Any such assignee or transferee agrees by
acceptance thereof to be bound by all the terms and provisions of the Loan Documents. Any
request, authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the holder of any Loan, shall be conclusive and
binding on any subsequent holder, transferee or assignee of such Loan.  




        13.2
Participations.  




        (A)
Permitted Participants; Effect. Subject to the terms set forth in this Section
13.2, any Lender may, in the ordinary course of its business and           in
accordance with applicable law, at any time sell to one or more banks or           other
entities (“Participants”) participating interests in any           Loan
owing to such Lender or any Commitment of such Lender or any other interest           of
such Lender under the Loan Documents on a pro rata basis. In the event of any
          such sale by a Lender of participating interests to a Participant, such
          Lender’s obligations under the Loan Documents shall remain unchanged, such
          Lender shall remain solely responsible to the other parties hereto for the
          performance of such obligations, such Lender shall remain the owner of all
Loans           for all purposes under the Loan Documents, all amounts payable by any
Borrower           under this Agreement shall be determined as if such Lender had not
sold such           participating interests, and such Borrower and the Global
Administrative Agent           shall continue to deal solely and directly with such
Lender in connection with           such Lender’s rights and obligations under the
Loan Documents except that,           for purposes of Article III hereof, the
Participants shall be entitled to           the same rights as if they were Lenders
provided however that no Participant           shall be entitled to receive any greater
payment under Article III than           the Lender would have been entitled to
receive with respect to the rights           participated.  




        (B)
Voting Rights. Each Lender shall retain the sole right to approve,
          without the consent of any Participant, any amendment, modification or waiver
of           any provision of the Loan Documents, other than any amendment, modification
or           waiver with respect to any Loan or Commitment in which such Participant has
an           interest which involves an amendment, modification or waiver with respect to
a           matter which, if such Participant were a Lender hereunder, would require the
          consent of such Lender under clauses (i) through (viii) of Section
8.3 hereof.  




        (C)
Benefit of Setoff. The Companies agree that each Participant shall be
          deemed to have the right of setoff provided in Section 11.1 hereof in
          respect to its participating interest in amounts owing under the Loan Documents
          to the same extent as if the amount of its participating interest were owing
          directly to it as a Lender under the Loan Documents; provided that each
          Lender shall retain the right of setoff provided in Section 11.1 hereof
          with respect to the amount of participating interests sold to each Participant
          except to the extent such Participant exercises its right of set off. The
          Lenders agree to share with each Participant, and each Participant, by
          exercising the right of setoff provided in Section 11.1 hereof, agrees
to           share with each Lender, any amount received pursuant to the exercise of its
          right of setoff, such amounts to be shared in accordance with Section
          11.2 as if each Participant were a Lender.  




        13.3
Assignments.  



67 











        (A)
Permitted Assignments. Any Lender may, in the ordinary course of its
          business and in accordance with applicable law, at any time assign to one or
          more banks or other entities which is not (i) a competitor of any of the
          Companies or (ii) a Person that is, or is owned or controlled by, a participant
          in the transportation industry (“Purchasers”) all or a portion
          of its rights and obligations under this Agreement (including, without
          limitation, its Commitment and all Loans owing to it) in accordance with the
          provisions of this Section 13.3. Each assignment shall be of a constant,
          and not a varying, ratable percentage of all of the rights and obligations of
          any assigning Lender under this Agreement. Such assignment shall be
          substantially in the form of Exhibit C hereto and shall not be permitted
          hereunder unless such assignment is either for all of such Lender’s rights
          and obligations under the Loan Documents or, except for assignments to another
          Lender, an Affiliate thereof or an Approved Fund, involves loans and
commitments           in an aggregate amount of at least $5,000,000. Notice to the Global
          Administrative Agent shall be required prior to any assignment becoming
          effective and the consent of the Global Administrative Agent (which consent
will           not be unreasonably withheld or delayed) shall be required prior to any
          assignment becoming effective with respect to a Purchaser which is not a Lender
          and, so long as no Default shall have occurred and be continuing, notice to and
          consent of Harley (which consent will not be unreasonably withheld or delayed)
          shall be required prior to an assignment becoming effective with respect to a
          Purchaser which is not a Lender, an Affiliate thereof or an Approved Fund.  




        (B)
Effect; Effective Date. Upon (i) delivery to the Global Administrative
          Agent of a notice of assignment, substantially in the form attached as Appendix
I to Exhibit C hereto (a “Notice of           Assignment”),
together with any consents required by Section           13.3(A) hereof, and (ii)
payment of a $3,500 fee to the Global           Administrative Agent for processing such
assignment, such assignment shall           become effective on the effective date
specified in such Notice of Assignment.           The Notice of Assignment shall contain
a representation by the Purchaser to the           effect that none of the consideration
used to make the purchase of the           Commitment and Loans under the applicable
assignment agreement are “plan           assets” as defined under ERISA and
that the rights and interests of the           Purchaser in and under the Loan Documents
will not be “plan assets”          under ERISA. On and after the effective date
of such assignment, such Purchaser,           if not already a Lender, shall for all
purposes be a Lender party to this           Agreement and any other Loan Documents
executed by the Lenders and shall have           all the rights and obligations of a
Lender under the Loan Documents, to the same           extent as if it were an original
party hereto, and no consent or action by any           of the Borrowers or the Lenders
and no further consent or action by the Global           Administrative Agent shall be
required to release the transferor Lender with           respect to the percentage of the
Aggregate Commitment and Loans assigned to such           Purchaser. Upon the
consummation of any assignment to a Purchaser pursuant to           this Section
13.3(B), the transferor Lender, the Global Administrative           Agent and Harley
shall, if requested by such transferor Lender or Purchaser,           make appropriate
arrangements so that replacement Notes are issued to such           transferor Lender and
new Notes or, as appropriate, replacement Notes, are           issued to such Purchaser.  




        (C)
The Register. The Global Administrative Agent shall maintain at its
          address referred to in Section 14.1 a copy of each assignment delivered
          to and accepted by it pursuant to this Section 13.3 and a register (the
“Register”) for the recordation of the names and addresses of
          the Lenders and the Commitment of and principal amount of the Loans owing to,
          each Lender from time to time and whether such Lender is an original Lender or
          the assignee of another Lender pursuant to an assignment under this Section
          13.3. The entries in the Register shall be conclusive and binding for all
          purposes, absent manifest error, and each Borrower and each of its
Subsidiaries,           the Global Administrative Agent and the Lenders may treat each
Person whose name           is recorded in the Register as a Lender hereunder for all
purposes of this           Agreement. The Register shall be available for inspection by
any Borrower or any           Lender at any reasonable time and from time to time upon
reasonable prior           notice.  




68 










        13.4
Confidentiality. (i) Subject to Section 13.5, the Global Administrative
Agent and the Lenders shall hold confidential (A) all nonpublic information obtained
pursuant to the requirements of this Agreement and (B) except as otherwise permitted by
Harley, all information related to the Licensed Marks (as defined in Section 13.6))
and all other information which a reasonable person would deem to be confidential and/or
proprietary in light of the nature of the information and the manner in which it was
disclosed; provided that the Global Administrative Agent and the Lenders may each
make disclosure (1) to its and its Affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature
of such information and instructed to keep such information confidential and the Global
Administrative Agent and each Lender, as applicable, shall be responsible for breach by
its respective affiliated Persons to which the Global Administrative Agent or such Lender
made such disclosure), (2) to the extent requested by any regulatory authority, (3) to
the extent required by applicable laws or regulations or by any subpoena or similar legal
process, (4) to any other party to this Agreement, (5) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this Agreement or
any other Loan Document or the enforcement of rights hereunder or thereunder, (6) subject
to a written agreement containing provisions substantially the same as those of this
Section, to (a) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or (b) any actual
or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to any Borrower and its obligations, (7) with the prior written consent of
Harley or (8) to the extent such information (a) becomes publicly available other than as
a result of a breach of this Section or (b) becomes available to the Global
Administrative Agent or any Lender on a nonconfidential basis from a source other than
the Companies. In no event shall the Global Administrative Agent or any Lender be
obligated or required to return any materials furnished by Harley, the Companies or any
of their Subsidiaries; provided, however, each prospective Transferee shall
be required to agree that if it does not become a participant or assignee it shall return
all materials furnished to it by or on behalf of Harley or any Company in connection with
this Agreement.  




        (ii)
          (A) To the extent that the Gramm-Leach-Bliley Act, Title V/Privacy
(collectively           with the related implementing regulations, the “GLBA”),
shall           be applicable to the transactions contemplated herein, each of the
parties           hereto agrees that (1) it shall use all non-public personal information
obtained           pursuant to the requirements of this Agreement solely for the purposes
for which           the information is disclosed or as otherwise permitted in conformance
with the           requirements of the GLBA and (2) it shall maintain the confidentiality
of such           information to the same extent as described in Section 13.4(i).
This           clause shall survive the termination of this Agreement.  




        (B)
          In the event that the Global Administrative Agent or any Lender reasonably
          believes that any physical and/or electronic safeguards have been breached, and
          that non-public personal information has been obtained by persons and/or
          entities without authority to use or view such non-public personal information,
          the Global Administrative Agent or such Lender, as applicable, will notify HDFS
          and Harley, in writing, as soon as reasonably practicable. The Global
          Administrative Agent and each Lender shall also maintain commercially
reasonable           processes and procedures for the storage, retention, and disposal of
documents           and storage media containing nonpublic personal information. Nothing
in this           clause shall be construed to create any third-party beneficiary rights
in any           consumer or other holder of nonpublic personal information. This clause
shall           survive the termination of this Agreement.  




        (iii)
          Each of the parties hereto acknowledges that any breach of the aforesaid
          confidentiality obligations in this Section 13.4 is likely to cause or
          threaten irreparable harm to HDFS and Harley. Therefore, HDFS and Harley shall
          be entitled to seek equitable relief to protect its interests, including but
not           limited to preliminary and permanent injunctive relief, as well as monetary
          damages. Nothing stated herein will be construed to limit any other remedies
          available to the parties hereto. This section shall survive the termination of
          this Agreement.  




69 










        13.5
Dissemination of Information. Each of the Companies authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an interest in the
Loan Documents by operation of law (each a “Transferee”) and any
prospective Transferee any and all information in such Lender’s possession
concerning the Companies and their Subsidiaries; provided that prior to any such
disclosure, such prospective Transferee shall agree in writing to preserve in accordance
with Section 13.4 the confidentiality of any non-public information described
therein.  




        13.6
Non-Use of HDFS’Licensed Marks. (i) HDFS , Harley and their affiliates have
the right pursuant to licenses or otherwise to use certain trademarks, logos, etc.
relating to Harley-Davidson Motorcycles, HDFS and their affiliates (the “Licensed
Marks”). Except as permitted by the following sentences, none of the Global
Administrative Agent, the Lenders or their Affiliates are authorized to use such Licensed
Marks or Harley’s or HDFS’s text name and logo on forms, in legal documents, in
advertising, marketing materials, in press releases or any other document or material. In
the event the Global Administrative Agent, any Lender or any of their Affiliates wish to
use said Licensed Marks, such Person must obtain HDFS’s and Harley’s prior
written approval, which said approval is at HDFS’s and Harley’s sole and
absolute discretion and subject to subsequent periodic review of such use and to such
reasonable specifications of HDFS and Harley to the extent such specifications are
directly related to the legal maintenance, whether such is before or after lapse or
termination of this Agreement. The Harley-Davidson text name, logo(s) and registered
trademark are not to be used by the Global Administrative Agent, any Lender or any of
their Affiliates in any way before, during or after the term of this Agreement, unless
prior written consent is obtained from HDFS and Harley. This section shall survive the
termination of this Agreement.  




        (ii)
          Each of the parties hereto acknowledges that any breach of the aforestated
          non-use obligations in this Section 13.6 is likely to cause or threaten
          irreparable harm to HDFS and Harley. Therefore, in the event of any such
breach,           HDFS and Harley shall be entitled to seek equitable relief to protect
its           interests, including but not limited to preliminary and permanent
injunctive           relief, as well as monetary damages. Nothing stated in this Section
13.6          shall be construed to limit any other remedies available to any party
hereto.  




ARTICLE XIV
                                                   NOTICES 



        14.1
Giving Notice. Except as otherwise permitted by Article II with respect to
Borrowing Notices and Section 6.1.9, all notices and other communications provided
to any party hereto under this Agreement or any other Loan Documents shall be in writing
or by telex or by facsimile and addressed or delivered to such party at its address set
forth below its signature hereto or at such other address as may be designated by such
party in a notice to the other parties. Any notice, if mailed and properly addressed with
postage prepaid, shall be deemed given when received; any notice, if transmitted by telex
or facsimile, shall be deemed given when transmitted (answerback confirmed in the case of
telexes); or, if by courier, one (1) Business Day after deposit with a reputable
overnight carrier service; with all charges paid. Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communications pursuant to
procedures approved by the Global Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by
the Global Administrative Agent and the applicable Lender. The Global Administrative
Agent or the Companies may, in their respective discretion, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to
particular notices or communications.  




        14.2
Change of Address. Any of the Companies, the Global Administrative Agent and any
Lender may each change the address for service of notice upon it by a notice in writing
to the other parties hereto (or, in the case of any Lender, by notice in writing to
Harley and the Global Administrative Agent).  




70 










ARTICLE XV
                                                 COUNTERPARTS 



15.1 Counterparts. This
Agreement may be executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties hereto may execute this Agreement by
signing any such counterpart. 



[Remainder of This Page
Intentionally Blank] 
















71 









        IN
WITNESS WHEREOF, the Companies, the Lenders and the Global Administrative Agent have
executed this Agreement as of the date first above written. 



		HARLEY-DAVIDSON, INC.,
		as a U.S. Borrower
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President and Treasurer
	
 	Address:
	
 	Harley-Davidson, Inc.
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice-President, Treasurer and
		Assistant Secretary
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990
	
 	with copy to (in the case of a notice of Default):
	
 	Harley-Davidson, Inc.
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Gail A. Lione, Executive Vice-President, General
		Counsel and Secretary
		Telephone No.: (414) 343-4044
		Facsimile No.: (414) 343-4089






Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 
















		HARLEY-DAVIDSON FUNDING CORP.,
		as a U.S. Borrower
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President, Treasurer and Assistant Secretary
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President, Treasurer and Assistant Secretary
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990













Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 


















		HARLEY-DAVIDSON FINANCIAL SERVICES, INC.,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President and Treasurer
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President and Treasurer
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 
















		HARLEY-DAVIDSON FINANCIAL SERVICES INTERNATIONAL, INC.,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President, Treasurer and Assistant Secretary
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President, Treasurer and Assistant Secretary
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 














		HARLEY-DAVIDSON CREDIT CORP.,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President and Treasurer
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President and Treasurer
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 















		H-D MICHIGAN, LLC,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President and Treasurer
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President and Treasurer
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 














		HARLEY-DAVIDSON MOTOR COMPANY GROUP, LLC,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President, Treasurer and Assistant Secretary
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President, Treasurer and Assistant Secretary
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 











		HARLEY-DAVIDSON MOTOR COMPANY OPERATIONS, INC.,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President, Treasurer and Assistant Secretary
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President, Treasurer and Assistant Secretary
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 














		HARLEY-DAVIDSON MOTOR COMPANY, INC.,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President, Treasurer and Assistant Secretary
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President, Treasurer and Assistant Secretary
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 















		H-D GROUP, LLC,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President and Treasurer
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President and Treasurer
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 













		HDMC, LLC,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President and Treasurer
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President and Treasurer
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 













		HARLEY-DAVIDSON HOLDING CO., INC.,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President and Treasurer
	
 	Address:
		3700 West Juneau Avenue
		Milwaukee, Wisconsin 53208
		Attention: Perry A. Glassgow, Vice President and Treasurer
		Telephone No.: (414) 343-4584
		Facsimile No.: (414) 343-4990



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 














		JPMORGAN CHASE BANK, N.A.,
		as the Global Administrative Agent and as a Lender
	

 	By:  /s/ Robert P. Kellas
		Name: Robert P. Kellas
		Title: Executive Director
	
 	Address:
		JPMorgan Chase Bank, N.A.
		1111 Fannin Street, Floor 10
		Houston, TX 77002-6925
	
 	Attention: John K. Swint
		Telephone No.: 713-750-2494
		Facsimile No.: 713-750-2938




 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 
















		CITIBANK, N.A.,
		as Syndication Agent and as a Lender
	

 	By:  /s/ Maureen Maroney
		Name: Maureen Maroney
		Title: Authorized Signatory
	
 	Address:
		388 Grenwich St.
		New York, NY 10013
	
 	Attention: Ed Herko
		Telephone No.: 212-816-2831
		Facsimile No.: 866-399-6995



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 













		BNP PARIBAS,
		as Documentation Agent and as a Lender
	

 	By:  /s/ Curtis Price
		Name: Curtis Price
		Title: Managing Director
	

 	By:  /s/ Nader Tannous
		Name: Nader Tannous
		Title: Vice President
	
 	Address:
		209 S. LaSalle Street, Suite 500
		Chicago, IL 60604
	
 	Attention: Nader Tannous
		Telephone No.: (312) 977-1382
		Facsimile No.: (312) 977-1380



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 














		ABN AMRO Bank, N.V.,
		as Documentation Agent and as a Lender
	

 	By:  /s/ Brendan Korb
		Name: Brendan Korb
		Title: Director
	

 	By:  /s/ Mary Pope
		Name: Mary Pope
		Title: Assistant Vice President
	
 	Address:
		540 West Madison, Suite 2204
		Chicago, IL 60661
	
 	Attention: Brendan Korb
		Telephone No.: (312) 338-3443
		Facsimile No.: (312) 338-7252



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 













		US BANK NATIONAL ASSOCIATION,
		as a Lender
	

 	By:  /s/ Sandra J. Hartay
		Name: Sandra J. Hartay
		Title: Vice President
	
 	Address:
		777 E. Wisconsin Avenue
		Milwaukee, WI  53202
	
 	Attention: Sandra J. Hartay
		Telephone No.: (414) 765-5719
		Facsimile No.: (414) 765-5367



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 














		WELLS FARGO BANK, N.A.,
		as a Lender
	

 	By:  /s/ Joseph Giampetroni
		Name: Joseph Giampetroni
		Title: Senior Vice President
	
 	Address:
		230 West Monroe Street|Suite 2900
		Chicago, IL 60606-4703
	
 	Attention: Joseph Giampetroni
		Telephone No.: (312) 845-4397
		Facsimile No.: (312) 553-4783



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 














		MORGAN STANLEY BANK, N.A.,
		as a Lender
	

 	By:  /s/ Melissa James
		Name: Melissa James
		Title: Authorized Signatory
	
 	Address:
	 	1585 Broadway
		New York, NY 10036
	
 	Attention: Melissa James
		Telephone No.: 212-761-1953
		Facsimile No.: 212-507-2388



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 















		M&I MARSHALL & ILSLEY BANK,
		as a Lender
	

 	By:  /s/ Leo Freeman
		Name: Leo Freeman
		Title: Senior Vice President
	

 	By:  /s/ James Miller
		Name: James Miller
		Title: Senior Vice President
	
 	Address:
		770 North Water Street
		Milwaukee WI 53202
	
 	Attention: Melissa James
		Telephone No.: 212-761-1953
		Facsimile No.: 212-507-2388



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 










		THE BANK OF NEW YORK MELLON,
		as a Lender
	

 	By:  /s/ Jane Angelini
		Name: Jane Angelini
		Title: First Vice President
	
 	Address:
		One Mellon Center
500 Grant Street, 36th Floor
		Pittsburgh, PA 15258-0001
	
 	Attention: Jane Angelini
		Telephone No.: (412) 234-0720
		Facsimile No.: (412) 234-4401



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 













		FIFTH THIRD BANK,
		as a Lender
	

 	By:  /s/ Garland Robeson
		Name: Garland Robeson
		Title: Assistant Vice President
	
 	Address:
		38 Fountain Square MD 109055
		Cincinnati, OH 45263
	
 	Attention: Garland Robeson
		Telephone No.: 513.534.0087
		Facsimile No.: 513.534.5947



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 













		THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
		as a Lender
	

 	By:  /s/ Victor Pierzchalski
		Name: Victor Pierzchalski
		Title: Authorized Signatory
	
 	Address:
		1251 Avenue of the Americas
		New York, New York 10020-1104
	
 	Attention: US Corporate Banking
                   Wayne Yamanaka
		Telephone No.: 312-696-4664
		Facsimile No.: 212-782-6440 with a copy to 312-696-4535



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 









		THE NORTHERN TRUST COMPANY,
		as a Lender
	

 	By:  /s/ Keith Burson
		Name: Keith Burson
		Title: Vice President
	
 	Address:
		50 S. LaSalle Street
		Chicago, Illinois 60603
	
 	Attention: Keith Burson
		Telephone No.: 312-444-3099
		Facsimile No.: 312-444-4906



 









Signature Page to
364-Day Credit Agreement 
Harley-Davidson, Inc.
et al 
April 2009 












SCHEDULE I 



FUNDING PROTOCOLS re:
SYNDICATED GLOBAL LOANS 



Harley-Davidson $1.0
billion Global Credit Facility 






	

	Location
	Tenor
	Notice to Ad Agent
	Minimum Amounts
	Rate fixing
	Screen
	Comment

	U.S. Borrower - Syndicate Borrowing - US or IBF Nassau
	 
			Houston Loan & Agency	 	 	 	 
	ABR	overnight	same day/3PM NYT	$5mm/500m	Not Applicable	Not
						Applicable
	
Eurodollar	30, 60, 90,	2 Business Days/12	$5mm/500m	Not Applicable	Reuters	NY fixing
		 	 	 	1801	noon NYT	LIBOR01
	




















1            For each
option which is offered with a tenor of 30, 60, 90 and 180, such tenor           may also
be for such other period as may be agreed to by each Lender.  












SCHEDULE II 



INTERCOMPANY
SUBORDINATION TERMS 



(i)           The Borrowers agree
that any and all claims of the Borrowers against any           Guarantor with respect to
any “Guarantor Intercompany Indebtedness”          (as hereinafter defined),
any endorser, obligor or any other guarantor of all or           any part of the
Obligations, or against any of its properties shall be           subordinate and subject
in right of payment to the prior payment, in full and in           cash, of all
Obligations; provided that, and not in contravention of the           foregoing, so long
as no Default has occurred and is continuing the Borrowers           may make loans to
and receive payments in the ordinary course with respect to           such Guarantor
Intercompany Indebtedness from any Guarantor to the extent           permitted by the
terms of the Agreement and the other Loan Documents.           Notwithstanding any right
of the Borrowers to ask, demand, sue for, take or           receive any payment from any
Guarantor, all rights, liens and security interests           of the Borrowers, whether
now or hereafter arising and howsoever existing, in           any assets of any Guarantor
shall be and are subordinated to the rights of the           holders of the Obligations
and the Global Administrative Agent in those assets.           Except as otherwise
permitted above, the Borrowers shall not have any right to           possession of any
such asset or to foreclose upon any such asset, whether by           judicial action or
otherwise, unless and until all of the Obligations (other           than contingent
indemnity obligations) and the Hedging Obligations owing to any           Lender or any
Affiliate thereof (such Hedging Obligations, the “Hedging           Liabilities”)
shall have been fully paid and satisfied (in cash) and           all financing
arrangements pursuant to any Loan Document among the Borrowers and           the holders
of the Obligations (or any affiliate thereof) have been terminated.           If all or
any part of the assets of any Guarantor, or the proceeds thereof, are           subject
to any distribution, division or application to the creditors of such
          Guarantor, whether partial or complete, voluntary or involuntary, and whether
by           reason of liquidation, bankruptcy, arrangement, receivership, assignment for
the           benefit of creditors or any other action or proceeding, or if the business
of           such Guarantor is dissolved or if substantially all of the assets of such
          Guarantor are sold, then, and in any such event (such events being herein
          referred to as an “Insolvency Event”), any payment or
          distribution of any kind or character, either in cash, securities or other
          property, which shall be payable or deliverable upon or with respect to any
          indebtedness (excepting indebtedness for fees and other administrative charges,
          if any, as may from time to time accrue in the ordinary course of business) of
          any Guarantor to the Borrowers (“Guarantor Intercompany
          Indebtedness”) shall be paid or delivered directly to the Global
          Administrative Agent for application on any of the Obligations and Hedging
          Liabilities, due or to become due, until such Obligations and Hedging
          Obligations (other than contingent indemnity obligations) shall have first been
          fully paid and satisfied (in cash). Should any payment, distribution, security
          or instrument or proceeds thereof be received by the Borrowers upon or with
          respect to any Guarantor Intercompany Indebtedness after an Insolvency Event
          prior to the satisfaction of all of the Obligations (other than contingent
          indemnity obligations) and Hedging Liabilities and the termination of all
          financing arrangements pursuant to any Loan Document among the Borrowers and
the           holders of the Obligations (and their affiliates), the Borrowers shall
receive           and hold the same in trust, as trustee, for the benefit of the holders
of the           Obligations and such Hedging Liabilities and shall forthwith deliver the
same to           the Global Administrative Agent, for the benefit of such Persons, in
precisely           the form received (except for the endorsement or assignment of the
Borrowers           where necessary), for application to any of the Obligations and such
Hedging           Liabilities, due or not due, and, until so delivered, the same shall be
held in           trust by the Borrowers as the property of the holders of the
Obligations and           such Hedging Liabilities. If the Borrowers fail to make any
such endorsement or           assignment to the Global Administrative Agent, the Global
Administrative Agent           or any of its officers or employees are irrevocably
authorized to make the same.           The Borrowers agree that until the Obligations
(other than the contingent           indemnity obligations) and such Hedging Liabilities
have been paid in full (in           cash) and satisfied and all financing arrangements
pursuant to any Loan Document           among the Borrowers and the holders of the
Obligations (and their affiliates)           have been terminated, the Borrowers will not
assign or transfer to any Person           (other than the Global Administrative Agent)
any claim the Borrowers have or may           have against any Guarantor.  












(ii)           Each Guarantor agrees
that any and all claims of such Guarantor against the           Borrowers with respect to
any “Borrower Intercompany Indebtedness” (as           hereinafter defined),
any endorser, obligor or any other guarantor of all or any           part of the
Obligations, or against any of its properties shall be subordinate           and subject
in right of payment to the prior payment, in full and in cash, of           all
Obligations; provided that, and not in contravention of the foregoing, so           long
as no Default has occurred and is continuing each Guarantor may make loans           to
and receive payments in the ordinary course with respect to such Borrower
          Intercompany Indebtedness from the Borrowers to the extent permitted by the
          terms of the Agreement and the other Loan Documents. Notwithstanding any right
          of any Guarantor to ask, demand, sue for, take or receive any payment from the
          Borrowers, all rights, liens and security interests of such Guarantor, whether
          now or hereafter arising and howsoever existing, in any assets of the Borrowers
          shall be and are subordinated to the rights of the holders of the Obligations
          and the Global Administrative Agent in those assets. Except as otherwise
          permitted above, no Guarantor shall have any right to possession of any such
          asset or to foreclose upon any such asset, whether by judicial action or
          otherwise, unless and until all of the Obligations (other than contingent
          indemnity obligations) and the Hedging Liabilities shall have been fully paid
          and satisfied (in cash) and all financing arrangements pursuant to any Loan
          Document among the Borrowers and the holders of Obligations (or any affiliate
          thereof) have been terminated. If all or any part of the assets of the
          Borrowers, or the proceeds thereof, are subject to any distribution, division
or           application to the creditors of the Borrowers, whether partial or complete,
          voluntary or involuntary, and whether by reason of liquidation, bankruptcy,
          arrangement, receivership, assignment for the benefit of creditors or any other
          action or proceeding, or if the business of any of the Borrowers is dissolved
or           if substantially all of the assets of any of the Borrowers are sold, then,
and           in any such event (such events being herein referred to as an
          “Insolvency Event”), any payment or distribution of any kind
or           character, either in cash, securities or other property, which shall be
payable           or deliverable upon or with respect to any indebtedness (excepting
indebtedness           for fees and other administrative charges, if any, as may from
time to time           accrue in the ordinary course of business) of the Borrowers to any
Guarantor           (“Borrower IntercompanyIndebtedness”) shall
be paid or           delivered directly to the Global Administrative Agent for
application on any of           the Obligations and Hedging Liabilities, due or to become
due, until such           Obligations and Hedging Liabilities (other than contingent
indemnity           obligations) shall have first been fully paid and satisfied (in
cash). Should           any payment, distribution, security or instrument or proceeds
thereof be           received by any Guarantor upon or with respect to any Borrower
Intercompany           Indebtedness after an Insolvency Event prior to the satisfaction
of all of the           Obligations (other than contingent indemnity obligations) and
Hedging           Liabilities and the termination of all financing arrangements pursuant
to any           Loan Document among the Borrowers and the holders of the Obligations
(and their           affiliates), the applicable Guarantor shall receive and hold the
same in trust,           as trustee, for the benefit of the holders of the Obligations
and such Hedging           Liabilities and shall forthwith deliver the same to the Global
Administrative           Agent, for the benefit of such Persons, in precisely the form
received (except           for the endorsement or assignment of such Guarantor where
necessary), for           application to any of the Obligations and such Hedging
Liabilities, due or not           due, and, until so delivered, the same shall be held in
trust by such Guarantor           as the property of the holders of the Obligations and
such Hedging Liabilities.           If any Guarantor fails to make any such endorsement
or assignment to the Global           Administrative Agent, the Global Administrative
Agent or any of its officers or           employees are irrevocably authorized to make
the same. Each Guarantor agrees           that until the Obligations (other than the
contingent indemnity obligations) and           such Hedging Liabilities have been paid
in full (in cash) and satisfied and all           financing arrangements pursuant to any
Loan Document among the Borrowers and the           holders of the Obligations (and their
affiliates) have been terminated, such           Guarantor will not assign or transfer to
any Person (other than the Global           Administrative Agent) any claim such
Guarantor has or may have against the           Borrowers.  

















SCHEDULE 6.2.1(b) 



INDEBTEDNESS 



	1.  	Indebtedness
arising under that certain 3-Year Credit Agreement dated as of July                16,
2008 among Harley-Davidson, Inc. and certain of its subsidiaries, the
               lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as
Global                Administrative Agent, and/or any “Loan Document” under
and as defined                therein, in each case as amended, restated, supplemented or
otherwise modified                from time to time. 






	2.  	Indebtedness
arising under the following industrial revenue bonds and related
               agreements, instruments and documents: $82,000,000 City of Kansas City,
Missouri                Taxable IRB, Series 1996A (Harley-Davidson Motor Company
Project); $4,135,000                City of Kansas City, Missouri Taxable IRB, Series
1996B (Harley-Davidson Motor                Company Project); $2,273,000 Missouri
Development Finance Board BUILD Missouri                Revenue Bonds Series 2002
(Harley-Davidson Motor Company Group, Inc. Project). 






	3.  	Indebtedness
arising under overdraft facilities of Harley-Davidson Japan KK in                an
aggregate amount of 4.0 billion Yen. 






	4.  	Indebtedness
arising under a standby letter of credit in a face amount of up to
               $5,000,000 issued or to be issued with respect to premises leased by Buell
               Motorcycle Company, LLC. 















SCHEDULE 6.2.2(c) 



LIENS 



	1.  	Liens
from time to time securing the industrial revenue bonds described on Schedule 6.2.1(b),
including extensions, renewals and replacements                thereof. 













SCHEDULE 6.2.8 



RESTRICTIVE AGREEMENTS 



	1.  	Each
agreement described on Schedule 6.2.1(b) and each other
               agreement, instrument and document evidencing the facilities described on
such                schedule, in each case as amended, restated, supplemented or
otherwise modified                from time to time. 






	2.  	Indenture
dated as of February 5, 2009 between Harley-Davidson, Inc., as issuer,                and
The Bank of New York Mellon Trust Company, N.A., as amended, restated,
               supplemented or otherwise modified from time to time. 






	3.  	Indenture
dated as of November 21, 2003 among Harley-Davidson Funding Corp., as
               issuer, Harley-Davidson Financial Services, Inc. and Harley-Davidson
Credit                Corp., as guarantors, and BNY Midwest Trust Company, as trustee, as
amended,                restated, supplemented or otherwise modified from time to time. 













SCHEDULE 6.2.9(c) 



INVESTMENTS 



None. 














EXHIBIT A
TO 
CREDIT AGREEMENT 



Commitments 







	

	Lender
	Commitment

	JPMorgan Chase Bank, N.A.	$86,500,000
	

	Citibank, N.A.	$86,500,000
	

	BNP Paribas	$86,500,000
	

	ABN AMRO Bank N.V.	$73,500,000
	

	U.S. Bank, National Association	$62,500,000
	

	Wells Fargo Bank, N.A.	$62,500,000
	

	Morgan Stanley Bank	$55,000,000
	

	M&I Marshall & Ilsley Bank	$25,000,000
	

	The Bank of New York Mellon	$25,000,000
	

	Fifth Third Bank	$22,000,000
	

	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$20,000,000
	

	The Northern Trust Company	$20,000,000
	

	Aggregate Commitment	$625,000,000
	







A-1 













EXHIBIT B-1 
TO 
CREDIT AGREEMENT 



Form of Syndicated
Global Note 



__________ ___, 20___ 



        [HARLEY-DAVIDSON,
INC., a Wisconsin corporation] [HARLEY-DAVIDSON FUNDING CORP., a Delaware corporation]
(the “Global Borrower”), promises to pay to the order of
[                                    ]
(the “Syndicated Global Lender”) the aggregate unpaid principal amount of
all Syndicated Global Loans made by the Syndicated Global Lender to the Global Borrower
pursuant to Article II of the Credit Agreement hereinafter referred to (as the same
may be amended, restated, supplemented or otherwise modified from time to time, the
“Agreement”; capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Agreement), in immediately
available funds on the dates and at the offices of JPMorgan Chase Bank, N.A., as Global
Administrative Agent, specified in the Agreement, together with interest on the unpaid
principal amount hereof at the rates and on the dates determined in accordance with the
Agreement. The Global Borrower shall pay the principal of and accrued and unpaid interest
on the Syndicated Global Loans in full on the Maturity Date. 



        The
Syndicated Global Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or otherwise record in accordance with its usual practice, the date and
amount of each Syndicated Global Loan and the date and amount of each principal payment
hereunder. 



        This
Note is one of the Syndicated Global Notes issued pursuant to, and is entitled to the
benefits of, the 364-Day Credit Agreement dated as of April 30, 2009 entered into among
the Global Borrower, [Harley-Davidson, Inc., a Wisconsin corporation,] [Harley-Davidson
Funding Corp., a Delaware corporation,] Harley-Davidson Financial Services, Inc., a
Delaware corporation, Harley-Davidson Financial Services International, Inc., a Delaware
corporation, Harley-Davidson Credit Corp., a Nevada corporation, the Opco Guarantors from
time to time party thereto and JPMorgan Chase Bank, N.A., as the Global Administrative
Agent and the institutions from time to time party thereto as Lenders, including the
Syndicated Global Lender, to which Agreement, as it may be amended from time to time,
reference is hereby made for a statement of the terms and conditions governing this
Syndicated Global Note, including the terms and conditions under which this Syndicated
Global Note may be prepaid or its maturity date accelerated. The Agreement, among other
things, provides for the making of “Syndicated Global Loans” by the Syndicated
Global Lender to the Global Borrower from time to time in an aggregate amount not to
exceed at any time outstanding the Syndicated Global Lender’s Commitment, except as
otherwise contemplated in the Agreement. 



        Except
as otherwise provided in the Agreement, the Global Borrower hereby waives presentment,
demand, protest and notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate as a
waiver of such rights. 



        THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 



B-1-1 










		[HARLEY-DAVIDSON, INC.]
		[HARLEY-DAVIDSON FUNDING CORP.]
	

 	By: _____________________________
		Name:
	 	Title:
















B-1-2 











Schedule of Syndicated
Global Loans and Payments of Principal 



to 



Syndicated Global Note of
[Insert relevant Global Borrower] 



Dated __________ ____,
20___ 








	

	Date
	Principal amount and

currency of

Syndicated Loan
	Maturity of Interest

Period
	Principal Amount Paid
	Unpaid Balance

	 	 	 	 	 
	

	 

	 

	 

	 

	 












B-1-3 










EXHIBIT B-2 
TO 
CREDIT
AGREEMENT  



Form of Bid Rate Note 



__________ ___, 20___ 



        [HARLEY-DAVIDSON,
Inc., a Wisconsin corporation] [HARLEY-DAVIDSON FUNDING CORP., a Delaware corporation]
(the “Global Borrower”), promises to pay to the order of
[                                    ]
(the “Syndicated Global Lender”) the aggregate unpaid principal amount of
all Bid Rate Loans made by the Syndicated Global Lender to the Global Borrower pursuant to
Article II of the Credit Agreement hereinafter referred to (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
“Agreement”; capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Agreement), in immediately
available funds on the dates and at the offices of JPMorgan Chase Bank, N.A., as Global
Administrative Agent, specified in the Agreement, together with interest on the unpaid
principal amount hereof at the rates and on the dates determined in accordance with the
Agreement. The Global Borrower shall pay the principal of and accrued and unpaid interest
on each Bid Rate Loan in full on the maturity date for such Bid Rate Loan determined in
accordance with the Agreement. 



        The
Syndicated Global Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or otherwise record in accordance with its usual practice, the date,
amount, maturity date and other pertinent terms of, and the interest rate and interest
payment dates applicable to, each Bid Rate Loan, and the date and amount of each principal
payment hereunder. 



        This
Bid Rate Note is one of the Bid Rate Notes issued pursuant to, and is entitled to the
benefits of, the 364-Day Credit Agreement dated as of April 30, 2009 entered into among
the Global Borrower, [Harley-Davidson, Inc., a Wisconsin corporation,] [Harley-Davidson
Funding Corp., a Delaware corporation,] Harley-Davidson Financial Services, Inc., a
Delaware corporation, Harley-Davidson Financial Services International, Inc., a Delaware
corporation, Harley-Davidson Credit Corp., a Nevada corporation, the Opco Guarantors from
time to time party thereto and JPMorgan Chase Bank, N.A., as the Global Administrative
Agent and the institutions from time to time party thereto as Lenders, including the
Syndicated Global Lender, to which Agreement, as it may be amended from time to time,
reference is hereby made for a statement of the terms and conditions governing this Bid
Rate Note, including the terms and conditions under which this Bid Rate Note may be
prepaid or its maturity date accelerated. 



        Except
as otherwise provided in this Agreement, the Global Borrower hereby waives presentment,
demand, protest and notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate as a
waiver of such rights. 



        THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 



B-2-1 









		[HARLEY-DAVIDSON, INC.]
		[HARLEY-DAVIDSON FUNDING CORP.]
	

 	By: _____________________________
		Name:
	 	Title:















B-2-2 









Schedule of Bid Rate
Loans and Payments of Principal 



to 



Bid Rate Note of
[Insert relevant Global Borrower] 



Dated __________ ____,
20___ 







	

	Date
	Principal

amount and

currency of

Bid Rate Loan
	Maturity Date

of Loan
	Interest Rate

and Basis for

Calculation
	Interest

Payment Dates
	Other

Pertinent

Terms
	Principal

Amount Paid

	 	 	 	 	 	 	 
	

	 

	 

	 

	 

	 













B-2-3 










EXHIBIT C 
TO 
CREDIT
AGREEMENT  



Form of Assignment
Agreement 



ASSIGNMENT AND
ASSUMPTION 



        This
Assignment and Assumption (the “Assignment and Assumption”) is
dated as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of
Assignee] (the “Assignee”). Capitalized terms used but not defined
herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex
1 attached hereto are hereby agreed to and incorporated herein by reference and made a
part of this Assignment and Assumption as if set forth herein in full. 



        For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor,
subject to and in accordance with the Standard Terms and Conditions and the Credit
Agreement, as of the Effective Date inserted by the Global Administrative Agent as
contemplated below (i) all of the Assignor’s rights and obligations in its capacity
as a Lender under the Credit Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to
herein collectively as the “Assigned Interest”). Such sale and assignment
is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor. 



	1.	Assignor:	__________________________________________
	
2.	Assignee:	__________________________________________
			[and is an Affiliate/Approved Fund of [identify Lender]1]
	
3.	Borrowers:	Harley-Davidson, Inc.
			Harley-Davidson Funding Corp.
			__________________________________________
	
4.	Global Administrative Agent: 	JPMorgan Chase Bank, N.A., as the Global Administrative Agent under the Credit
			Agreement









1      Select
as applicable.  









	5.	Credit Agreement:	The $625,000,000 364-Day Credit Agreement dated as of April 30, 2009 among the
			Borrowers, Harley-Davidson Financial Services, Inc., Harley-Davidson Financial
			Services International, Inc., Harley-Davidson Credit Corp., the Opco
			Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase
			Bank, N.A., as Global Administrative Agent (as the same may be amended,
			restated, supplemented or otherwise modified from time to time, the “Credit
			Agreement”)
	
6.	Assigned Interest:









	

	Facility Assigned
	Aggregate Amount of

Commitment/Loans for all Lenders
	Amount of Commitment/

Loans Assigned
	Percentage Assigned of

Commitment/Loans2

		$	$	%
	

		$	$	%
	

		$	$	%
	







Effective Date: _____________ ____,
20___ [TO BE INSERTED BY GLOBAL ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE
OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 



The terms set forth in this
Assignment and Assumption are hereby agreed to: 



		ASSIGNOR
	
 	[NAME OF ASSIGNOR]
	
 	By:  ___________________________________
		        Title:
	
 	ASSIGNEE
	
 	[NAME OF ASSIGNEE]
	
 	By:  ___________________________________
		        Title:









2           Set forth, so
at least 9 decimals, as a percentage of the Commitment/Loans of           all Lenders
thereunder.  




C-2 
















[Consented to and]3
Accepted: 



JPMORGAN CHASE BANK,
N.A., as Global 
Administrative Agent 



By:  
_______________________________________ 
        Title:



[Consented to:]4 



[HARLEY-DAVIDSON, INC.] 




By:  
_______________________________________ 
        Title:















3          To
be added only if the consent of the Global Administrative Agent is required           by
the terms of the Credit Agreement.  




4 To be added only if the
          consent of Harley is required by the terms of the Credit Agreement.  




C-3 









ANNEX I 



STANDARD TERMS AND
CONDITIONS FOR 



ASSIGNMENT AND
ASSUMPTION 



        1.
Representations and Warranties.  




        1.1
Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption
and to consummate the transactions contemplated hereby; and (b) assumes no responsibility
with respect to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrowers, any of their
respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrowers, any of their respective
Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document. 



        1.2.
Assignee. The Assignee (a) represents and warrants that (i) it has full
          power and authority, and has taken all action necessary, to execute and deliver
          this Assignment and Assumption and to consummate the transactions contemplated
          hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the
          requirements, if any, specified in the Credit Agreement that are required to be
          satisfied by it in order to acquire the Assigned Interest and become a Lender,
          (iii) from and after the Effective Date, it shall be bound by the provisions of
          the Credit Agreement as a Lender thereunder and, to the extent of the Assigned
          Interest, shall have the obligations of a Lender thereunder, (iv) it has
          received a copy of the Credit Agreement, together with copies of the most
recent           financial statements delivered pursuant to Section 6.1 thereof, as
applicable,           and such other documents and information as it has deemed
appropriate to make           its own credit analysis and decision to enter into this
Assignment and           Assumption and to purchase the Assigned Interest on the basis of
which it has           made such analysis and decision independently and without reliance
on the Global           Administrative Agent or any other Lender, and (v) if it is a
Non-U.S. Lender,           attached to the Assignment and Assumption is any documentation
required to be           delivered by it pursuant to the terms of the Credit Agreement,
duly completed           and executed by the Assignee; and (b) agrees that (i) it will,
independently and           without reliance on the Global Administrative Agent, the
Assignor or any other           Lender, and based on such documents and information as it
shall deem appropriate           at the time, continue to make its own credit decisions
in taking or not taking           action under the Loan Documents, and (ii) it will
perform in accordance with           their terms all of the obligations which by the
terms of the Loan Documents are           required to be performed by it as a Lender.  




        2.
Payments. From and after the Effective Date, the Global Administrative
          Agent shall make all payments in respect of the Assigned Interest (including
          payments of principal, interest, fees and other amounts) to the Assignor for
          amounts which have accrued to but excluding the Effective Date and to the
          Assignee for amounts which have accrued from and after the Effective Date.  




        3.
General Provisions. This Assignment and Assumption shall be binding upon,
          and inure to the benefit of, the parties hereto and their respective successors
          and assigns. This Assignment and Assumption may be executed in any number of
          counterparts, which together shall constitute one instrument. Delivery of an
          executed counterpart of a signature page of this Assignment and Assumption by
          telecopy shall be effective as delivery of a manually executed counterpart of
          this Assignment and Assumption. This Assignment and Assumption shall be
governed           by, and construed in accordance with, the laws of the state of New
York, but           giving effect to Federal laws applicable to national banks.  



C-4 










EXHIBIT D 
TO 
CREDIT
AGREEMENT  



List of Closing
Documents 



364-DAY CREDIT FACILITY 



TO 



HARLEY-DAVIDSON, INC.
and HARLEY-DAVIDSON FUNDING CORP., as the U.S. Borrowers 



April 30, 2009 



LIST OF CLOSING
DOCUMENTS1 



A. CREDIT AGREEMENT
AND CERTAIN LOAN DOCUMENTS 



	1. 	364-Day
Credit Agreement (the “Credit Agreement”) dated as of           April
30, 2009 entered into among Harley-Davidson, Inc., a Wisconsin Corporation           (“Harley”),
Harley-Davidson Funding Corp., a Nevada corporation           (“HDFC” and
together with Harley, the “U.S.           Borrowers”), Harley-Davidson
Financial Services, Inc., a Delaware           corporation (“HDFS”),
Harley-Davidson Financial Services           International, Inc., a Delaware corporation (“HDFSI”),
          Harley-Davidson Credit Corp., a Nevada corporation (“HDCC”),
          certain other Subsidiaries of Harley from time to time a party hereto as Opco
          Guarantors, the institutions from time to time a party thereto (the
          “Lenders”) and JPMorgan Chase Bank, N.A., as the Global
          Administrative Agent, evidencing a 364-day revolving credit facility in the
          original aggregate amount of $625,000,000. 






SCHEDULES 


	Schedule I	--	Funding Protocols re: Syndicated Global Loans
	Schedule II	--	Intercompany Subordination Terms
	Schedule 6.2.1(b)	--	Indebtedness
	Schedule 6.2.2(c)	--	Liens
	Schedule 6.2.8	--	Restrictive Agreements
	Schedule 6.2.9(c)	--	Investments




EXHIBITS 


	EXHIBIT A	--	Commitments (Definitions)
	EXHIBIT B-1	--	Form of Syndicated Global Note (Definitions)
	EXHIBIT B-2	--	Form of Bid Rate Note (Definitions)
	EXHIBIT C	--	Form of Assignment Agreement (ss.13.3)
	EXHIBIT D	--	List of Closing Documents (ss.4.1)
	EXHIBIT E	--	Form of Commitment and Acceptance (ss.2.4(b))
	EXHIBIT F	--	Form of Joinder Agreement (ss.6.1.11)








	2.  	Syndicated
Global Notes executed by the applicable Borrower pursuant to the                Credit
Agreement in favor of requesting Lenders. 











1                   Each
capitalized term used herein and not defined herein shall have the meaning
               assigned to such term in the above-defined Credit Agreement.  


 




D-1 









	3.  	Bid
Rate Notes executed by the applicable Borrower pursuant to the Credit
               Agreement in favor of the requesting Lenders. 






B. CORPORATE
DOCUMENTS 



	4.  	Certificate
of the Secretary of the each of the Borrowers certifying (i) that                attached
thereto is a true and correct copy of resolutions of the Board of
               Directors (or comparable governing body) of such Borrower approving and
               authorizing the execution, delivery and performance of each document to
which it                is a party, (ii) that there have been no changes in the
Certificate of                Incorporation (or comparable constituent document) of such
Borrower since the                date of the most recent certification thereof by the
appropriate governmental                authority in its jurisdiction of organization
delivered to the Global                Administrative Agent, (iii) Good Standing
certificate of each of the Borrowers                from the office of the Secretary of
State (or analogous governmental body) of                its jurisdiction of organization
(to the extent such concept is applicable in                such jurisdiction), and (iv)
the By-Laws (or other comparable governing                document) attached thereto of
each Borrower as in effect on the date of such                certification. 






	5.  	Incumbency
Certificate of each of the Borrowers. 






	6.  	Certificate
of the Secretary of HDFS certifying (i) that attached thereto is a                true
and correct copy of resolutions of the Board of Directors of HDFS approving
               and authorizing the execution, delivery and performance of each document
to                which it is a party, (ii) that there have been no changes in the
Certificate of                Incorporation of HDFS since the date of the most recent
certification thereof by                the Secretary of State of Delaware delivered to
the Agent, (iii) Good Standing                certificate for HDFS from the office of the
Secretary of State of Delaware, and                (iv) the By-Laws attached thereto of
HDFS as in effect on the date of such                certification. 






	7.  	Incumbency
Certificate of HDFS. 






	8.  	Certificate
of the Secretary of HDCC certifying (i) that attached thereto is a                true
and correct copy of resolutions of the Board of Directors of HDCC approving
               and authorizing the execution, delivery and performance of each document
to                which it is a party, (ii) that there have been no changes in the
Certificate of                Incorporation of HDCC since the date of the most recent
certification thereof by                the Secretary of State of Nevada delivered to the
Agent, (iii) Good Standing                certificate for HDCC from the office of the
Secretary of State of Nevada, and                (iv) the By-Laws attached thereto of
HDCC as in effect on the date of such                certification. 






	9.  	Incumbency
Certificate of HDCC. 






	10.  	Certificate
of the Secretary of HDFSI certifying (i) that attached thereto is a                true
and correct copy of resolutions of the Board of Directors of HDFSI
               approving and authorizing the execution, delivery and performance of each
               document to which it is a party, (ii) that there have been no changes in
the                Certificate of Incorporation of HDFSI since the date of the most
recent                certification thereof by the Secretary of State of Delaware
delivered to the                Agent, (iii) Good Standing certificate for HDFSI from the
office of the                Secretary of State of Delaware, and (iv) the By-Laws
attached thereto of HDFSI                as in effect on the date of such certification. 






	11.  	Incumbency
Certificate of HDFSI. 






	12.  	Certificate
of the Secretary of the each of the Opco Guarantors certifying (i)                that
attached thereto is a true and correct copy of resolutions of the Board of
               Directors (or comparable governing body) of such Opco Guarantor approving
and                authorizing the execution, delivery and performance of each document
to which it                is a party, (ii) that there have been no changes in the
Certificate of                Incorporation (or comparable constituent document) of such
Opco Guarantor since                the date of the most recent certification thereof by
the appropriate                governmental authority in its jurisdiction of organization
delivered to the                Global Administrative Agent, (iii) Good Standing
certificate of each of the Opco                Guarantors from the office of the
Secretary of State (or analogous governmental                body) of its jurisdiction of
organization (to the extent such concept is                applicable in such
jurisdiction), and (iv) the By-Laws (or other comparable                governing
document) attached thereto of each Opco Guarantor as in effect on the                date
of such certification. 






D-2 










	13.  	Incumbency
Certificate of each of the Opco Guarantors. 






C. OPINIONS 



	14.  	Opinion
letter of Foley & Lardner LLP, U.S. counsel to Harley, HDFC, HDFS,
               HDFSI, HDCC and the Opco Guarantors addressed to the Global Administrative
Agent                and the Lenders. 






	15.  	Opinion
letter of Holland & Hart LLP, Nevada counsel to HDFC and HDCC
               addressed to the Global Administrative Agent and the Lenders. 






	16.  	Opinion
letter of Winston & Strawn LLP, U.S. counsel to Harley, HDFC, HDFS,
               HDFSI and HDCC with respect to certain no-conflict issues addressed to the
               Global Administrative Agent and the Lenders. 






	17.  	Opinion
letter of Tonit Calaway, associate general counsel of Harley, HDFC,                HDFS,
HDFSI, HDCC and the Opco Guarantors addressed to the Global Administrative
               Agent and the Lenders. 






D. DOCUMENTATION
RELATING TO HARLEY-DAVIDSON, INC. 



	18.  	Support
Agreement, dated as of September 26, 1996 between Harley and HDFS
               evidencing Harley’s agreement to support certain debts of HDFS and
its                Subsidiaries, together with and as supplemented by the letter
agreement dated as                of April 30, 2009 to the Global Administrative Agent
from Harley and HDFS. 






	19.  	Subordination
Agreement from Harley for the benefit of the Global Administrative                Agent. 






E. CLOSING
CERTIFICATES AND MISCELLANEOUS 



	20.  	Payout
and Termination Letter with respect to the Existing Credit Agreement
               evidencing, to the Global Administrative Agent’s satisfaction, the
               termination of the Existing Credit Agreement. 






	21.  	Amendment
No. 1 to the Existing 3-Year Credit Agreement. 






	22.  	Legal
opinions in respect of item 21 above. 






D-3 











EXHIBIT E 
TO 
CREDIT AGREEMENT 



Commitment and
Acceptance 



Dated ____________
____, 20___ 



        Reference
is made to that certain 364-Day Credit Agreement (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit
Agreement”) dated as of April 30, 2009 entered into among Harley-Davidson, Inc.,
a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation,
Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson
Financial Services International, Inc., a Delaware corporation, Harley-Davidson Credit
Corp., a Nevada corporation, the Opco Guarantors from time to time a party thereto, the
institutions from time to time a party thereto (the “Lenders”) and
JPMorgan Chase Bank, N.A., as the Global Administrative Agent. Terms defined in the Credit
Agreement are used herein with the same meaning. 



        Pursuant
to Section 2.4 of the Credit Agreement, Harley has requested an increase in the
Aggregate Commitment from $______________ to $______________. Such increase in the
Aggregate Commitment is to become effective on the date (the “Effective
Date”) which is the later of (i) __________ ____, 20___ and (ii) the date on
which the conditions precedent set forth in Section 2.4(b)(i) in respect of such increase
have been satisfied. In connection with such requested increase in the Aggregate
Commitment, Harley, the Global Administrative Agent and _________________ (the
“Accepting Bank”) hereby agree as follows: 



        1.                 Effective
as of the Effective Date, [the Accepting Bank shall become a party to           the
Credit Agreement as a Lender and shall have all of the rights and           obligations
of a Lender thereunder and shall thereupon have a Commitment under           and for
purposes of the Credit Agreement in an amount equal to the] [the           Commitment of
the Accepting Bank under the Credit Agreement shall be increased           from
$____________ to the] amount set forth opposite the Accepting Bank’s           name
on the signature page hereof.  




        [2.                 The
Accepting Bank hereby (i) confirms that it has received a copy of the Credit
          Agreement, together with copies of the financial statements and such other
          documents and information as it has deemed appropriate to make its own credit
          analysis and decision to enter into this Commitment and Acceptance Agreement;
          (ii) agrees that it will, independently and without reliance upon the Global
          Administrative Agent or any other Lender and based on such documents and
          information as it shall deem appropriate at the time, continue to make its own
          credit decisions in taking or not taking action under the Credit Agreement;
          (iii) appoints and authorizes the Global Administrative Agent to take such
          action as contractual representative on its behalf and to exercise such powers
          under the Credit Agreement and the other Loan Documents as are delegated to the
          Global Administrative Agent by the terms thereof, together with such powers as
          are reasonably incidental thereto; and (iv) agrees that it will perform in
          accordance with their terms all of the obligations which by the terms of the
          Credit Agreement are required to be performed by it as a Lender.]  




        [3.]                 Harley
hereby represents and warrants that as of the date hereof and as of the
          Effective Date, (a) all representations and warranties contained in Article V
of           the Credit Agreement shall be true and correct in all material respects as
          though made on such date (unless such representation and warranty is made as of
          a specific date, in which case such representation and warranty shall be true
          and correct as of such date) and (b) no event shall have occurred and then be
          continuing which constitutes a Default or an Unmatured Default.  




E-1 










        [4.]       THIS
COMMITMENT AND ACCEPTANCE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE           WITH THE
LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS           APPLICABLE TO
NATIONAL BANKS. 




        [5.]                 This
Commitment and Acceptance Agreement may be executed in one or more
          counterparts, each of which shall be deemed an original, but all of which taken
          together shall constitute one and the same instrument.  




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


		HARLEY-DAVIDSON, INC.
	

 	By:________________________________
		Name:
		Title:
	

 	JPMORGAN CHASE BANK, N.A., as Global Administrative Agent
	

 	By:________________________________
		Name:
		Title:
	

COMMITMENT:	ACCEPTING BANK:
	$[________________]	[________________]
	
 	By:___________________________
		Name:
		Title:









E-2 










EXHIBIT F 
TO 
CREDIT
AGREEMENT  



Joinder Agreement 



THIS JOINDER AGREEMENT (this
“Agreement”), dated as of __________ ____, 200___, is entered into
between [New Subsidiary], a [__________] (the “New Subsidiary”), and
JPMORGAN CHASE BANK, N.A., in its capacity as global administrative agent (the
“Global Administrative Agent”) under that certain 364-Day Credit
Agreement, dated as of April 30, 2009, entered into among Harley-Davidson, Inc., a
Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation,
Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson
Financial Services International, Inc., a Delaware corporation, Harley-Davidson Credit
Corp., a Nevada corporation, the Opco Guarantors from time to time a party thereto, the
institutions from time to time a party thereto (the “Lenders”) and the Global
Administrative Agent (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”). All capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the
Credit Agreement. 



        The
New Subsidiary and the Global Administrative Agent, for the benefit of the Lenders, hereby
agree as follows: 



        1.                 The
New Subsidiary hereby acknowledges, agrees and confirms that, by its           execution
of this Agreement, the New Subsidiary will be deemed to be a Company           under the
Credit Agreement and an “Opco Guarantor” and a           “Guarantor” for
all purposes of the Credit Agreement and shall have           all of the obligations of a
Company, an Opco Guarantor and a Guarantor           thereunder as if it had executed the
Credit Agreement. The New Subsidiary hereby           ratifies, as of the date hereof,
and agrees to be bound by, all of the terms,           provisions and conditions
contained in the Credit Agreement, including without           limitation (a) all of the
representations and warranties of the Companies set           forth in Article V of
the Credit Agreement, (b) all of the covenants set           forth in Article VI of
the Credit Agreement and (c) all of the Guarantee           obligations set forth in Article
XII of the Credit Agreement. Without           limiting the generality of the
foregoing terms of this paragraph 1, the New           Subsidiary, subject to the
limitations set forth in Article XII of the           Credit Agreement, hereby
fully and unconditionally and irrevocably guarantees,           as a primary obligor and
not merely as a surety, jointly with the other           Guarantors and severally, the
Obligations (including, without limitation,           interest accruing hereunder after
the commencement of any case under the United           States Bankruptcy Code or any
other bankruptcy-related rules or legislation in           any country in which a Company
is organized, whether or not allowed as a claim           in such case), all as provided
in Article XII of the Credit Agreement.  




        2.                 The
New Subsidiary is, simultaneously with the execution of this Agreement,
          executing and delivering appropriate corporate or equivalent resolutions, other
          corporate or equivalent documentation and legal opinions (which may include
          inside counsel to the New Subsidiary for certain matters consistent with the
          matters covered in the inside counsel opinion delivered on the Closing Date) in
          form and substance reasonably satisfactory to the Global Administrative Agent
          and its counsel all in accordance with the Credit Agreement.  




        3.                 The
address of the New Subsidiary for purposes of Section 14.1 of the           Credit
Agreement is as follows:  




	 	
3700
West Juneau Avenue
Milwaukee, WI 53208
Attention: Treasurer
Telephone No.: (414) 343-4584
Facsimile
No.: (414) 343-4990 






F-1 










        4.                 This
Agreement may be executed in any number of counterparts, each of which when           so
executed and delivered shall be an original, but all of which shall           constitute
one and the same instrument.  




        5.                 THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF           NEW
YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO BANKS.  




[Signature Page Follows] 














F-2 










        IN
WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its
authorized officer, and the Global Administrative Agent, for the benefit of the Lenders,
has caused the same to be accepted by its authorized officer, as of the day and year first
above written. 



		[NEW SUBSIDIARY]
	

 	By:______________________________
		Name:
		Title:
	

 	Acknowledged and accepted:
	
 	JPMORGAN CHASE BANK, N.A., as Global Administrative Agent
	

 	By:______________________________
		Name:
		Title:











F-3