EXECUTION COPY 





3-YEAR CREDIT AGREEMENT 



Dated as of July 16,
2008 



among 



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



HARLEY-DAVIDSON
FINANCIAL SERVICES EUROPE LIMITED, as the U.K. Borrower, 



and 



HARLEY-DAVIDSON
FINANCIAL SERVICES CANADA, INC., as the Canadian Borrower, 




HARLEY-DAVIDSON
FINANCIAL SERVICES, INC., 



HARLEY-DAVIDSON
FINANCIAL SERVICES INTERNATIONAL, INC. and  



HARLEY-DAVIDSON CREDIT
CORP.,  
as Guarantors,  



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



JPMORGAN CHASE BANK,
N.A.,  
as Global Administrative Agent and Global Swing Line Lender,  



CITIBANK, N.A.,  
as
Syndication Agent and  





ABN AMRO BANK N.V., BNP
PARIBAS and DEUTSCHE BANK AG, NEW YORK BRANCH, 
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.,  
ABN AMRO BANK N.V., BNP PARIBAS SECURITIES CORP.
 
and DEUTSCHE BANK SECURITIES INC.,  
as Joint Book Runners  





















TABLE OF CONTENTS 






				Page
	
ARTICLE I		DEFINITIONS	  1
	
 	1.1	Certain Defined Terms	  1
		1.2	Currency Equivalents	24
	
ARTICLE II		THE CREDITS	24
	
 	2.1	Syndicated Global Loans	24
		2.2	Syndicated Canadian Advances	25
		2.3	Payments of Loans	27
		2.4	Reduction/Increase of Commitments	28
		2.5	Method of Borrowing Advances	31
		2.6	Method of Selecting Types and Interest Periods; Determination of Applicable Margins	31
		2.7	Minimum Amount of Each Syndicated Global Advance and Syndicated Canadian Advance	34
		2.8	Method of Selecting Types and Interest Periods for Conversion and Continuation of Syndicated Global
			Advances, Syndicated Canadian Advances and Swing Line Loans	34
		2.9	Swing Line Loans	35
		2.10	The Bid Rate Advances	40
		2.11	Default Rate	44
		2.12	Method of Payment	44
		2.13	Notes, Telephonic Notices	45
		2.14	Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis; Loan Accounts	45
		2.15	Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment Reductions	47
		2.16	Lending Installations	47
		2.17	Non-Receipt of Funds by the Global Administrative Agent	47
		2.18	Termination Date	47
		2.19	Judgment Currency	47
		2.20	Termination as Borrower	48
	
ARTICLE III		CHANGE IN CIRCUMSTANCES	48
	
 	3.1	Yield Protection	48
		3.2	Changes in Capital Adequacy Regulations	49
		3.3	Availability of Types of Advances	49
		3.4	Funding Indemnification	50
		3.5	Taxes	50
		3.6	Mitigation; Lender Statements; Survival of Indemnity	55
		3.7	Non-U.S. Reserve Costs or Fees	56
		3.8	Replacement of Affected Lenders	56




i 












				
	ARTICLE IV		CONDITIONS PRECEDENT	56
	
 	4.1	Initial Loans	56
		4.2	Each Loan	57
		4.3	Initial Advance to the Canadian Borrower	57
	
ARTICLE V		REPRESENTATIONS AND WARRANTIES	58
	
 	5.1	Representations and Warranties	58
	
ARTICLE VI		COVENANTS	59
	
 	6.1	Affirmative Covenants	59
		6.2	Negative Covenants	61
		6.3	Financial Covenants	63
	
ARTICLE VII		DEFAULTS	64
	
 	7.1	Defaults	64
	
ARTICLE VIII		ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS  	66
			AND REMEDIES	
	
 	8.1	Remedies	66
		8.2	Defaulting Lender	67
		8.3	Amendments	68
		8.4	Preservation of Rights	69
	
ARTICLE IX		GENERAL PROVISIONS	70
	
 	9.1	Survival of Representations	70
		9.2	Governmental Regulation	70
		9.3	Headings	70
		9.4	Entire Agreement	70
		9.5	Several Obligations; Benefits of this Agreement	70
		9.6	Expenses; Indemnification	70
		9.7	Numbers of Documents	71
		9.8	Accounting	72
		9.9	Severability of Provisions	72
		9.10	Nonliability of Lenders	72
		9.11	CHOICE OF LAW AND SUBMISSION TO JURISDICTION	72
		9.12	WAIVER OF JURY TRIAL	72
		9.13	No Strict Construction	73
		9.14	USA PATRIOT ACT	73
		9.15	Service of Process	73
	
ARTICLE X		THE GLOBAL ADMINISTRATIVE AGENT	73
	
 	10.1	Appointment; Nature of Relationship	73
		10.2	Powers	74
		10.3	General Immunity	74




ii 













				
		10.4	No Responsibility for Loans, Creditworthiness, Recitals, Etc.	74
		10.5	Action on Instructions of Lenders	74
		10.6	Employment of the Global Administrative Agent and Counsel	75
		10.7	Reliance on Documents; Counsel	75
		10.8	The Global Administrative Agent's Reimbursement and Indemnification	75
		10.9	Rights as a Lender	75
		10.10	Lender Credit Decision	75
		10.11	Successor Global Administrative Agent	76
		10.12	Co-Agents, Documentation Agent, Syndication Agent, etc	76
	
ARTICLE XI		SETOFF; RATABLE PAYMENTS	76
	
 	11.1	Setoff	76
		11.2	Ratable Payments	76
	
ARTICLE XII		GUARANTEE	77
	
ARTICLE XIII		BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	80
	
 	13.1	Successors and Assigns	80
		13.2	Participations	80
		13.3	Assignments	81
		13.4	Confidentiality	82
		13.5	Dissemination of Information	83
		13.6	Non-Use of HDFS’ Licensed Marks	83
	
ARTICLE XIV		NOTICES	83
	
 	14.1	Giving Notice	83
		14.2	Change of Address	84
	
ARTICLE XV		COUNTERPARTS	84
	
 	15.1	Counterparts	84














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
			(§ 13.3)
	
EXHIBIT D	--	List of Closing Documents
			(§ 4.1)
	
EXHIBIT E	--	Form of Syndicated Canadian Addendum
			(Definitions)
	
EXHIBIT F	--	Form of Commitment and Acceptance
			(§ 2.4(b))













iv 











Schedules 



	Schedule I	--	Funding Protocols re: Syndicated Global Loans and Syndicated Canadian Loans (Definitions, § 2.6)
	
Schedule II	--	Funding Protocols re: Swing Line Loans (§ 2.9)
	
Schedule III	--	Mandatory Cost (Definitions)
	
Schedule IV	--	Intercompany Subordination Terms (Definitions)
	
Schedule 6.2.1(c)	--	Liens (§ 6.2.1(c))














v 














3-YEAR CREDIT AGREEMENT 



        This
3-Year Credit Agreement dated as of July 16, 2008 is entered into among Harley-Davidson,
Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation,
Harley-Davidson Financial Services Europe Limited (company number 04392735), a company
incorporated under the laws of England and Wales, Harley-Davidson Financial Services
Canada, Inc., a corporation organized and existing under the laws of Canada,
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 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 and the
Global Swing Line Lender, Citibank, N.A., in its capacity as Syndication Agent and ABN
AMRO Bank N.V., BNP Paribas and Deutsche Bank AG, New York Branch, 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.  







	 	        “Advance” means
a Bid Rate Advance, Syndicated Canadian 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.  







	 	        “Agreed
Currencies” means (i) Dollars, (ii) euro, (iii) so long as each such
currency remains an Eligible Currency, Pounds Sterling, Canadian Dollars and Swiss Francs
and (iv) any other Eligible Currency which any Global Borrower requests the Global
Administrative Agent to include as an Agreed Currency hereunder and which is acceptable
to each Syndicated Global Lender; provided that the Global Administrative Agent
shall promptly notify each Syndicated Global Lender of each such request and each
Syndicated Global Lender shall be deemed not to have agreed to each such request unless
its written consent thereto has been received by the Global Administrative Agent within
five (5) Business Days from the date of such notification by the Global Administrative
Agent to such Syndicated Global Lender.  







	 	        “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 $950,000,000.  







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
















	 	        “Agreement” means
this 3-Year 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, 2007 (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; and (b) the sum of one-half of one percent (0.50%) and
the Federal Funds Effective Rate in effect on such day. 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; provided that, with respect to Base
Rate Loans and Base Rate Advances made by the Syndicated Canadian Banks to the Canadian
Borrower, “Prime Rate” shall mean the rate of interest per annum
announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate (which is not
necessarily the lowest rate charged to any customers) in effect at its principal office
in Toronto, Ontario for loans in Dollars in Canada, 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 or the Federal
Funds Effective Rate shall be effective on the effective date of such change.  







	 	        “Applicable
Agreed Currency” means (i) Dollars, euro and, so long as such
currency remains an Eligible Currency, Canadian Dollars, Pounds Sterling and Swiss Francs
in the case of Syndicated Global Loans to the U.S. Borrowers, (ii) Dollars, euro and, so
long as such currency remains an Eligible Currency, Pounds Sterling and Swiss Francs in
the case of Syndicated Global Loans to the U.K. Borrower and (iii) any other Agreed
Currency described in clause (iv) of the definition of Agreed Currency.  








2 









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







	 	        “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.  







	 	        “Bankers’ Acceptance
Advance”is defined in the Syndicated Canadian Addendum.  







	 	        “Bankers’ Acceptance
Loan”is defined in the Syndicated Canadian Addendum.  







	 	        “Bankruptcy
Code” is defined in Article XII hereof.  







	 	        “Base
Rate Advance” means a Syndicated Global Advance or Syndicated
Canadian Advance which in each case bears interest at the Alternate Base Rate.  







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







	 	        “Bid
Rate Advance” means a borrowing consisting of simultaneous Bid Rate
Loans to a Global Borrower in the same currency 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-2 hereto,
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.  







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







3 










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







	 	        “Borrowing
Date” means a date on which an Advance or a Loan is made hereunder.  







	 	        “Borrowing
Notice” means a Syndicated Global Advance Borrowing Notice, a
Syndicated Canadian Borrowing Notice, a Bid Rate Advance Borrowing Notice, a Canadian
Swing Line Borrowing Notice, a U.K. Swing Line Borrowing Notice or a USD Swing Line
Borrowing Notice.  







	 	        “Business
Day” means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurocurrency 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 and the other Agreed
Currencies are carried on in the London interbank market; (ii) with respect to any
borrowing or payment of any Canadian Dollar denominated Loan (or any other Loan made by a
Syndicated Canadian Bank to the Canadian Borrower), a day (other than a Saturday or
Sunday) on which banks are generally open for commercial banking business in Toronto,
Ontario; (iii) with respect to any borrowing or payment of any euro denominated Loan, a
TARGET Settlement Day; (iv) with respect to any borrowing or payment of any Loan
denominated in a currency other than Dollars, Canadian Dollars and Pounds Sterling, a day
on which the applicable Eurocurrency Payment Office related to such currency is open for
the transaction of domestic and foreign exchange business and (v) 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.  







	 	        “Calculation
Date” means (a) the last Business Day of each calendar quarter and
(b) solely with respect to any Agreed Currency other than Dollars for a requested new
Advance for which an Exchange Rate was not established on the immediately preceding
Calculation Date, the Business Day immediately preceding the date on which such Advance
is to be made; provided that the Global Administrative Agent may in addition
designate the last day of any calendar month as a Calculation Date if it reasonably
determines that there has been significant volatility in the foreign currency markets
since the most recent Calculation Date.  







	 	        “Canadian
Borrower” means Harley-Davidson Financial Services Canada, Inc., a
corporation organized and existing under the laws of Canada, together with its successors
and permitted assigns.  







	 	        “Canadian
Dollars” and “Cdn. $” means the lawful
currency of Canada.  







	 	        “Canadian
Dollar Sublimit” means $400,000,000.  







	 	        “Canadian
Prime Rate” means, as of any day, the higher of (i) the rate of
interest per annum publicly announced from time to time by the Global Administrative
Agent at is principal office in Toronto, Ontario, as its “prime rate” for loans
in Canadian Dollars in Canada, as in effect on such day, which rate may or may not be the
lowest rate charged by the Global Administrative Agent to any of its customers and which
Canadian Prime Rate shall change simultaneously with any change in such announced rate
and (ii) the sum of one percent (1%) plus one-month CDOR in effect on such day.  








4 








	 	         






	 	        “Canadian
Prime Rate Advance” means an Advance which bears interest at the
Canadian Prime Rate.  







	 	        “Canadian
Prime Rate Loan” means a Loan which bears interest at the Canadian
Prime Rate.  







	 	        “Canadian
Swing Line Borrowing Notice” is defined in Section 2.9.2 hereof.  







	 	        “Canadian
Swing Line Commitment” means the obligation of the Global Swing Line
Lender to make Canadian Swing Line Loans to the Canadian Borrower and the U.S. Borrowers,
as requested by the Canadian Borrower or a U.S. Borrower pursuant to Section 2.9,
up to a maximum principal amount of Cdn. $20,000,000 in the aggregate and on a cumulative
basis at any one time outstanding.  







	 	        “Canadian
Swing Line Loan” means a Canadian Dollar denominated loan or Bankers’ Acceptance
Loan made available to the Canadian Borrower or a U.S. Borrower by the Global Swing Line
Lender pursuant to Section 2.9.2.  







	 	        “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.  







	 	        “CDOR” means
the “CDOR Rate” (as such term is defined in the Syndicated Canadian Addendum).  







	 	        “CDOR
Advance” means a Canadian Dollar denominated Syndicated Canadian
Advance which is a Bankers’ Acceptance Advance.  







	 	        “CDOR
Loan” means a Canadian Dollar denominated Syndicated Canadian Loan or
Canadian Swing Line Loan (which is in each case a Bankers’ Acceptance Loan) to the
Canadian Borrower, or a portion thereof.  







	 	        “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, (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 or (iv) 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 any Foreign
Borrower.  







5 










	 	        “Closing
Date” means July 16, 2008.  







	 	        “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 and to purchase participations in Swing Line Loans and
Syndicated Canadian Loans in an amount not exceeding the Dollar 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.  







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







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







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







	 	        “Consolidated
Equity” 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.  








6 








	 	         






	 	        “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.  







	 	        “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.  







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







	 	        “Dollar
Amount” of any currency at any date shall mean (i) the amount of such
currency if such currency is Dollars or (ii) the Equivalent Amount of Dollars if such
currency is any currency other than Dollars.  







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







	 	        “Eligible
Currency” means any currency other than Dollars or euro that is
readily available, freely traded, in which deposits are customarily offered to banks in
the London interbank market, convertible into Dollars in the international interbank
market and as to which an Equivalent Amount may be readily calculated. If, after the
designation by the Lenders of any currency as an Agreed Currency, currency control or
other exchange regulations are imposed in the country in which such currency is issued
with the result that different types of such currency are introduced, such country’s
currency is, in the determination of the Global Administrative Agent, no longer readily
available or freely traded or as to which, in the determination of the Global
Administrative Agent, an Equivalent Amount is not readily calculable, then the Global
Administrative Agent shall promptly notify the Syndicated Global Lenders and each Global
Borrower, and such country’s currency shall no longer be an Agreed Currency until
such time as all of the Syndicated Global Lenders (in the case of an Agreed Currency)
agree to reinstate such country’s currency as an Agreed Currency and promptly, but
in any event within five (5) Business Days of receipt of such notice from the Global
Administrative Agent, the applicable Borrower shall repay all Loans in such affected
currency or convert such Loans into Loans in Dollars or another Agreed Currency, subject
to the other terms contained in Article II.  







7 










	 	        “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.  







	 	        “Equivalent
Amount” of any currency other than Dollars at any date shall mean the
equivalent in Dollars of such currency, calculated on the basis of the Exchange Rate then
in effect with respect to such currency.  







	 	        “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.  








8 









	 	        “EURIBOR” means
the applicable interest rate per annum determined by the Banking Federation of the
European Union for deposits in euro appearing on the applicable EURIBOR Reference Page on
such day (or if such day is not a Business Day, on the immediately preceding Business
Day) as of the applicable EURIBOR Fixing Time, in the approximate amount of the pro rata
share of the Global Administrative Agent (or any of its Affiliates) of the applicable
Eurocurrency Rate Advance or Swing Line Loan, and, in each case, having a maturity
approximately equal to the requested Interest Period; provided that, (i) if the
applicable EURIBOR Reference Page is not available to the Global Administrative Agent at
or about the EURIBOR Fixing Time for any reason, the applicable EURIBOR for the relevant
Interest Period shall instead be the applicable rate for deposits in euro offered to
leading banks in the euro-zone interbank market as reported by any other generally
recognized financial information service specified by the Global Administrative Agent as
of the applicable EURIBOR Fixing Time, and having a maturity approximately equal to such
Interest Period, and (ii) if no such rate is available, the applicable EURIBOR for the
relevant Interest Period shall instead be the interest rate per annum equal to the
arithmetic mean determined by the Global Administrative Agent (rounded upwards to the
nearest .001%) of the rates per annum at which deposits in euro are offered by three (3)
leading banks in the euro-zone interbank market at the applicable EURIBOR Fixing Time to
other leading banks in the euro-zone interbank market in the approximate amount of
JPMorgan Chase Bank, N.A.‘s (or any of its Affiliates) relevant Eurocurrency Rate
Loan or Swing Line Loan having a maturity approximately equal to such Interest Period.  







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







	 	        “EURIBOR
Reference Page” means the relevant page on the relevant screen
described in Schedule I and Schedule II, including in each case 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 at which
deposits in euro are offered to leading banks in the euro-zone interbank market.  







	 	        “euro” means
the single currency of the participating member states of the European Union.  







	 	        “Eurocurrency
Base Rate” means, with respect to any Eurocurrency Rate Advance or
any Swing Line Loan 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, in
each case with respect to an Applicable Agreed Currency, (i) LIBOR with respect to any
such currency other than euro and (ii) EURIBOR solely with respect to euro.  







	 	        “Eurocurrency
Payment Office” of the Global Administrative Agent shall mean, for
each of the Agreed Currencies, the office, branch or affiliate of the Global
Administrative Agent, as it may from time to time specify to Harley and each Syndicated
Global Lender as its Eurocurrency Payment Office.  







	 	        “Eurocurrency
Rate” means, with respect to a Swing Line Loan, a Eurocurrency Rate
Loan and a Eurocurrency Rate Advance for the relevant Interest Period, the sum of (i) the
quotient of (a) the Eurocurrency Base Rate applicable to such Interest Period, divided by
(b) one minus the Reserve Requirement (expressed as a decimal) applicable to such
Interest Period, plus (ii) the Applicable Margin, plus (iii) in the case of
Loans and Advances by a Lender from its office or branch in England, the Mandatory Cost.
The Eurocurrency Rate shall be rounded to the next higher multiple of 1/16 of 1% if the
rate is not such a multiple.  








9 









	 	        “Eurocurrency
Rate Advance” means a Syndicated Global Advance or Syndicated
Canadian Advance which bears interest at the Eurocurrency Rate.  







	 	        “Eurocurrency
Rate Loan” means a Swing Line Loan, Syndicated Global Loan or
Syndicated Canadian Loan, or portion thereof, which bears interest at the Eurocurrency
Rate.  







	 	        “Exchange
Rate” means with respect to any currency other than Dollars on a
particular date, the rate at which such currency may be exchanged into Dollars,
calculated on the basis of the arithmetical mean of the buy and sell spot rates of
exchange of the Global Administrative Agent in the London interbank market (or other
market where the Global Administrative Agent’s foreign currency exchange operations
in respect of such currency are then being conducted) for such currency at or about 1:00
p.m. local time, on such date for the purchase of Dollars with such currency; provided,
however, that if at the time of any such determination, for any reason, no such
spot rate is being quoted, the Global Administrative Agent may use any reasonable method
it deems appropriate to determine such rate, and such determination shall be conclusive
absent manifest error.  







	 	        “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 Agreements” means (i) that certain Credit Agreement dated as
of September 16, 2004 among inter alia  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 and (ii) that certain Credit
Agreement dated as of February 20, 2008 among inter alia 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.  







	 	        “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.  








10 









	 	        “Finco” means
HDFS, HDCC and HDFC.  







	 	        “Fixed
Rate Advance” means a Eurocurrency Rate Advance or a CDOR Advance.  







	 	        “Fixed
Rate Loan” means a Eurocurrency Rate Loan or a CDOR Loan, as
applicable.  







	 	        “Fixed
Rate Swing Line Loan” means a U.K. Swing Line Loan which bears
interest at the Eurocurrency Rate or a Canadian Swing Line Loan which bears interest at
CDOR.  







	 	        “Floating
Rate” means the Canadian Prime Rate or the Alternate Base Rate, as
applicable.  







	 	        “Floating
Rate Advance” means a Canadian Prime Rate Advance or Base Rate
Advance, as applicable.  







	 	        “Floating
Rate Loan” means a Syndicated Global Loan or Syndicated Canadian
Loan, or portion thereof, or a Swing Line Loan, in each case which bears interest at the
Alternate Base Rate, the Canadian Prime 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%.  







	 	        “Foreign
Borrower” means the Canadian Borrower or the U.K. Borrower and “Foreign
Borrowers” means, collectively, the Canadian Borrower and the U.K.
Borrower.  







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







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







	 	        “Global
Swing Line Lender” means JPMorgan Chase Bank, N.A. (including any
office, branch or affiliate of JPMorgan Chase Bank, N.A.); provided that the
Global Swing Line Lender in respect of Canadian Swing Line Loans or USD Swing Line Loans
to the Canadian Borrower shall mean JPMorgan Chase Bank, N.A. or any of its offices,
branches and affiliates, in each case, resident in Canada within the meaning of the Income
Tax Act (Canada).  







	 	        “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.  








11 









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







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







	 	        “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.  







	 	        “HMRC” means
the United Kingdom H.M. Revenue & Customs.  







	 	        “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.  








12 









	 	        “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.  







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







	 	        “Interest
Period” means, (a) with respect to a Eurocurrency 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 and (b) with respect to a CDOR Loan, a
period selected by the Canadian Borrower in accordance with the Syndicated Canadian
Addendum. For Eurocurrency 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 Eurocurrency 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.  








13 









	 	        “ITA” means
the United Kingdom Income Tax Act 2007.  







	 	        “Lenders” means
the lending institutions listed on the signature pages of this Agreement or a Syndicated
Canadian Addendum, including each Syndicated Global Lender, the Global Swing Line Lender,
each Syndicated Canadian Bank and their respective successors and assigns.  







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







	 	        “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.  







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







	 	        “LIBOR” means
the applicable British Bankers’ Association Interest Settlement Rate for deposits in
the Applicable Agreed Currency or U.K. Swing Line Currency appearing on the applicable
LIBOR Reference Page for such Agreed Currency or U.K. Swing Line Currency 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 Eurocurrency
Rate Loan, Syndicated Canadian Loan or Swing Line 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; providedthat,
(i) if the applicable LIBOR Reference Page for such Agreed Currency or U.K. Swing Line
Currency 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 the Applicable Agreed Currency or U.K. Swing Line
Currency 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 the
Applicable Agreed Currency or U.K. Swing Line Currency 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 Eurocurrency Rate
Loan, Swing Line Loan or Syndicated Canadian 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 currency fixing date and/or time
described in Schedule I and Schedule II.  







	 	        “LIBOR
Reference Page” means the relevant page on the relevant screen
described in Schedule I and Schedule II, including in each case 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 the relevant currency.  







	 	        “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)).  







14 










	 	        “Loan” means
a Syndicated Global Loan, a Bid Rate Loan, a Syndicated Canadian Loan or a Swing Line
Loan.  







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







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







	 	        “Mandatory
Cost” is described in Schedule III hereto.  







	 	        “Material
Adverse Change” means any material adverse change in the 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 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 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 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
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.  







	 	        “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.  








15 









	 	        “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.  







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







	 	        “New
Currency” is defined in Section 2.12 hereof.  







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







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







	 	        “Notes” means
the Syndicated Global Notes, the Syndicated Canadian 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, the Global
Swing Line Lender, any Syndicated Canadian Bank, 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.  







	 	        “Original
Currency” is defined in Section 2.12 hereof.  







	 	        “Other
Taxes” is defined in Section 3.5 hereof.  







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







	 	        “Overnight
Foreign Currency Rate” means, for any amount payable in a currency
other than Dollars, the rate of interest per annum as determined by the Global
Administrative Agent (or in the case of any amount payable on a Swing Line Loan, the
Global Swing Line Lender) at which overnight or weekend deposits in the relevant currency
(or if such amount due remains unpaid for more than three Business Days, then for such
other period of time as the Global Administrative Agent or Global Swing Line Lender (as
applicable) may elect) for delivery in immediately available and freely transferable
funds would be offered by the Global Administrative Agent or Global Swing Line Lender (as
applicable) to major banks in the interbank market upon request of such major banks for
the relevant currency as determined above and in an amount comparable to the unpaid
principal amount of the related Loan.  







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







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







16 










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







	 	        “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.  







	 	        “Permitted
Finance Receivables Securitization” means any financial asset
financing program 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
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.  







17 










	 	        “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.  







	 	        “Pounds
Sterling” means the lawful currency of the United Kingdom.  







	 	        “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 Dollar Amount
of such Syndicated Global Lender’s (i) Syndicated Global Loans plus (ii)
share of the obligation to purchase participations in Swing Line Loans and Syndicated
Canadian Loans by (B) the aggregate outstanding principal Dollar Amount of all Syndicated
Global Loans, Swing Line Loans and Syndicated Canadian 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.  







	 	        “Qualifying
Lender” means (a) a “building society” (as defined for the
purpose of section 880 of the ITA) or (b) a Lender which is beneficially entitled to
interest payable to that Lender in respect of an Advance or Loan and such Lender is:  







	 	        (i)              a
Lender:  







	 	        (I)                      which
is a “bank” (as defined for the purpose of section 879 of the
               ITA) making an Advance or Loan; or  







	 	        (II)                      in
respect of an Advance or Loan made by a Person that was a “bank”               (as
defined for the purpose of section 879 of the ITA) at the time that such
               Advance or Loan was made,  







	 	
and
which is within the charge to United Kingdom corporation tax as respects any payments of
interest made in respect of that Advance or Loan; or 






	 	        (ii)               a
Lender which is:  







	 	        (I)                 a
company resident in the United Kingdom for United Kingdom tax purposes;  







	 	        (II)                 a
partnership each member of which is:  







18 










	 	        (a)                 a
company resident in the United Kingdom; or  







	 	        (b)                           a
company not so resident in the United Kingdom which carries on a trade in the
          United Kingdom through a permanent establishment and which brings into account
          in computing its chargeable profits (for the purposes of section 11(2) of the
          Taxes Act) the whole of any share of interest payable in respect of that
advance           that falls to it by reason of sections 114 and 115 of the Taxes Act;  







	 	        (III)                      a
company not so resident in the United Kingdom which carries on a trade in the
               United Kingdom through a permanent establishment and which brings into
account                interest payable in respect of that advance in computing the
chargeable profits                (for the purposes of section 11(2) of the Taxes Act) of
that company; or  







	 	        (iii)        a
Treaty Lender. 







	 	        “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.  







	 	        “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%).  







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







19 










	 	        “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.  







	 	        “Reset
Date” is defined in Section 1.2 hereof.  







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







	 	        “Stamping
Fee” is defined in the Syndicated Canadian Addendum.  







	 	        “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 IV.  







	 	        “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.  







	 	        “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 July 16, 2008 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.  







20 










	 	        “Swing
Line Commitment” means the Canadian Swing Line Commitment, U.K. Swing
Line Commitment or USD Swing Line Commitment, as applicable.  







	 	        “Swing
Line Loan” means a Canadian Swing Line Loan, U.K. Swing Line Loan or
USD Swing Line Loan, as applicable, made available to the applicable Borrower by the
Global Swing Line Lender pursuant to Section 2.9.  







	 	        “Swiss
Francs” means the lawful currency of Switzerland.  







	 	        “Syndicated
Canadian Addendum” means an addendum substantially in the form of Exhibit E with
such modifications thereto as shall be approved by the Global Administrative Agent.  







	 	        “Syndicated
Canadian Advance” means a borrowing consisting of simultaneous
Syndicated Canadian Loans (of the same Type, currency and, if relevant, for the same
Interest Period) made to the Canadian Borrower by the Syndicated Canadian Banks pursuant
to Section 2.2.  







	 	        “Syndicated
Canadian Bank” means any Lender (or any Affiliate, branch or agency
thereof) to the extent it is party to a Syndicated Canadian Addendum. If any agency,
branch or Affiliate of any Lender shall be a party to the Syndicated Canadian Addendum,
such agency, branch or Affiliate shall, to the extent of any commitment extended and any
Loans made by it, have all the rights of such Lender hereunder; provided, however,
that such Lender shall, to the exclusion of such agency, branch or Affiliate, continue to
have all the voting rights vested in it by the terms hereof.  







	 	        “Syndicated
Canadian Borrowing” means any borrowing consisting of a Loan made to
the Canadian Borrower.  







	 	        “Syndicated
Canadian Borrowing Notice” has the meaning specified in Section
2.6(a) hereof.  







	 	        “Syndicated
Canadian Commitment” means, for any Syndicated Canadian Bank, the
obligation of such Syndicated Canadian Bank to make Syndicated Canadian Loans not
exceeding the Dollar Amount set forth in Exhibit A to this Agreement, as such
amount may be modified from time to time pursuant to the terms of this Agreement and/or
the Syndicated Canadian Addendum.  







	 	        “Syndicated
Canadian Loan” means any loan or Bankers’ Acceptance Loan made
by a Syndicated Canadian Bank to the Canadian Borrower pursuant to Section 2.2 and
the Syndicated Canadian Addendum.  







	 	        “Syndicated
Canadian Note” means, to the extent requested, a promissory note of
the Canadian Borrower payable to the order of any requesting Syndicated Canadian Bank, in
substantially the form attached to the Syndicated Canadian Addendum, evidencing the
aggregate indebtedness of the Canadian Borrower to such Syndicated Canadian Bank
resulting from the Syndicated Canadian Loans made by such Syndicated Canadian Bank to the
Canadian Borrower.  







	 	        “Syndicated
Canadian Pro Rata Share” means, with respect to any Syndicated
Canadian Bank, the percentage obtained by dividing (A) such Syndicated Canadian Bank’s
Syndicated Canadian Commitment at such time (in each case, as adjusted from time to time
in accordance with the provisions of this Agreement and the Syndicated Canadian
Commitment) by (B) the aggregate of the Syndicated Canadian Commitments at such time; provided,
however, that, if the Syndicated Canadian Commitments have been terminated
pursuant to the terms of this Agreement or the Syndicated Canadian Addendum, “Syndicated
Canadian Pro Rata Share” means, with respect to any Syndicated Canadian
Bank, the percentage obtained by dividing (A) the amount of such Syndicated Canadian Bank’s
(i) Syndicated Canadian Loans plus(ii) share of the obligation to purchase
participations in Canadian Swing Line Loans to the Canadian Borrower by (B) the aggregate
outstanding principal amount of all Syndicated Canadian Loans and Canadian Swing Line
Loans to the Canadian Borrower.  







21 










	 	        “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 Eurocurrency
Rate Advances, denominated in the same currency and for the same Interest Period.  







	 	        “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.  







	 	        “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.  







	 	        “TARGET
Settlement Day” means any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is open.  







	 	        “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.  







	 	        “Taxes
Act” means the Income and Corporation Taxes Act 1988 as in effect
from time to time in the United Kingdom.  







	 	        “Termination
Date” means the earlier of (a) July 16, 2011 and (b) the date of
termination of the Commitments pursuant to Section 2.4 or Section 8.1.  







	 	        “Transferee” is
defined in Section 13.5 hereof.  







	 	        “Treaty
Lender” means a Lender which: 







	 	        (i)               is
treated as a resident of a Treaty State for the purposes of the Treaty; and  








22 









	 	        (ii)                   does
not carry on a business in the United Kingdom through a permanent
               establishment with which that Lender’s participation in a Loan or
Advance                is effectively connected or to which payments under this Agreement
are                attributable.  







	 	        “Treaty
State” means a jurisdiction having a double taxation agreement (a
“Treaty”) with the United Kingdom which makes provision for full
exemption from tax imposed by the United Kingdom on interest.  







	 	        “Type” means,
(a) with respect to any Syndicated Global Loan, its nature as a Base Rate Loan or
Eurocurrency Rate Loan, (b) with respect to any Syndicated Global Advance, its nature as
a Base Rate Advance or Eurocurrency Rate Advance, (c) with respect to any Swing Line
Loan, its nature as a Eurocurrency Rate Loan, Canadian Prime Rate Loan or CDOR Loan, (d)
with respect to any Syndicated Canadian Loan, its nature as a CDOR Loan, Eurocurrency
Rate Loan, Base Rate Loan or Canadian Prime Rate Loan and (e) with respect to any
Syndicated Canadian Advance, its nature as a CDOR Advance, Eurocurrency Rate Advance,
Base Rate Advance or Canadian Prime Rate Advance.  







	 	        “U.K.               Borrower” means
Harley-Davidson Financial Services Europe                Limited, a company incorporated
under the laws of England and Wales, and its                successors and permitted
assigns.  







	 	        “U.K.               Swing
Line Borrowing Notice” is defined in Section                2.9.3 hereof.  







	 	        “U.K.               Swing
Line Commitment” means the obligation of the Global
               Swing Line Lender to make U.K. Swing Line Loans to the Global Borrowers up
to a                maximum principal Dollar Amount of $35,000,000 in the aggregate and
on a                cumulative basis at any one time outstanding, as such amount may be
adjusted                from time to time in accordance with the provisions of Section
 2.9.3.  







	 	        “U.K.               Swing
Line Currency” means Dollars, euro, and so long as
               such currencies remain in effect, Pounds Sterling and Swiss Francs.  







	 	        “U.K.               Swing
Line Loan” means a loan denominated in any U.K. Swing
               Line Currency made available to a Global Borrower by the Global Swing Line
               Lender pursuant to Section 2.9.3.  







	 	        “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.  







	 	        “USD
Swing Line Borrowing Notice” is defined in Section 2.9.1hereof.  







	 	        “USD
Swing Line Commitment” means the obligation of the Global Swing Line
Lender to make USD Swing Line Loans up to a maximum principal amount of $35,000,000 in
the aggregate at any one time outstanding.  







	 	        “USD
Swing Line Loan” means a Dollar denominated Loan made available to
the U.S. Borrowers by the Global Swing Line Lender pursuant to Section 2.9.1.  







23 










	 	        “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. 



        1.2
Currency Equivalents. Not later than 1:00 p.m., New York time or local time, as
applicable, on each Calculation Date, the Global Administrative Agent shall (i) determine
the Exchange Rate as of such Calculation Date with respect to each Agreed Currency and
(ii) give notice thereof to Harley and the Syndicated Global Lenders. The Exchange Rates
so determined shall become effective immediately with respect to any new Loans being made
on any Calculation Date and any Loans being repaid on any Calculation Date and otherwise
on the fifth Business Day immediately following the relevant Calculation Date (a “Reset
Date”), shall remain effective until the next succeeding Reset Date and shall
during the period of their effectiveness be employed in making any computation of
currency equivalents required to be made under this Agreement (other than pursuant to Section
2.19).  




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 the Applicable
Agreed Currency, in a Dollar 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 Dollar Amount of the Syndicated Global
Loans                then outstanding, (b) the aggregate Dollar Amount of the Bid Rate
Loans then                outstanding, (c) the aggregate amount of the USD Swing Line
Loans then                outstanding, (d) the aggregate Dollar Amount of the Canadian
Swing Line Loans                then outstanding, (e) the aggregate Dollar Amount of the
U.K. Swing Line Loans                then outstanding and (f) the aggregate Dollar Amount
of Syndicated Canadian                Loans then outstanding, shall not exceed the
Aggregate Commitment, in each case                other than as a result of currency
fluctuations and then only to the extent                permitted in Section 2.3(B);  







	 	        (ii)
               that the aggregate outstanding Dollar Amount of Syndicated Global Loans in
               Canadian Dollars, Syndicated Canadian Loans in Canadian Dollars and
Canadian                Swing Line Loans at any time shall not exceed the Canadian Dollar
Sublimit, in                each case other than as a result of currency fluctuations and
then only to the                extent permitted in Section 2.3(B);  







	 	        (iii)
               that the aggregate outstanding Dollar Amount of all Loans at any time
shall not                exceed the Aggregate Commitment, in each case other than as a
result of currency                fluctuations and then only to the extent permitted in
Section 2.3(B); and  







	 	        (iv)
               that, notwithstanding anything contained in this Agreement or the
Syndicated                Canadian Addendum, the aggregate Dollar Amount of all
Syndicated Global Loans                made by a Syndicated Global Lender, when
aggregated with the Syndicated Canadian                Loans made by its affiliated
Syndicated Canadian Bank, shall not at any time                exceed the amount of such
Syndicated Global Lender’s Commitment, in each                case other than as a
result of currency fluctuations and then only to the extent                permitted in
Section 2.3(B).  








24 









        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,
when aggregated with its affiliated Syndicated Canadian Bank’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 Termination Date, the
outstanding principal balance of the Syndicated Global Loans shall be paid in full by the
Global Borrowers. 



        2.2
Syndicated Canadian Advances.  




        (A)    Making
of Syndicated Canadian Loans. Upon the satisfaction of the           conditions
precedent set forth in Article IV hereof and set forth in the           Syndicated
Canadian Addendum, from and including the later of the date of this           Agreement
and the date of execution of the Syndicated Canadian Addendum and           prior to the
Termination Date (unless an earlier termination date shall be           specified in or
pursuant to the Syndicated Canadian Addendum), each Syndicated           Global Lender
shall cause its affiliated Syndicated Canadian Bank, on the terms           and
conditions set forth in this Agreement and in the Syndicated Canadian           Addendum,
to make its Syndicated Canadian Pro Rata Share of Syndicated Canadian           Loans to
the Canadian Borrower from time to time in Dollars (solely with respect           to Base
Rate Loans and Eurocurrency Rate Loans) and in Canadian Dollars (solely           with
respect to Canadian Prime Rate Loans, Eurocurrency Rate Loans and CDOR           Loans),
in an amount not to exceed each such Syndicated Canadian Bank’s           Syndicated
Canadian Commitment (provided that the Global Administrative Agent           may allocate
any Syndicated Canadian Advance on a non-pro rata basis to the           extent the
failure to so allocate would cause a Syndicated Canadian Bank’s           Loans,
when aggregated with its affiliated Syndicated Global Lender’s           Loans, to
exceed such Syndicated Canadian Bank’s Syndicated Canadian           Commitment); provided,
however, at no time shall (i) the Dollar           Amount of the outstanding
principal amount of Syndicated Canadian Loans exceed           the Syndicated Canadian
Commitments set forth in the Syndicated Canadian           Addendum or the Dollar Amount
of all Syndicated Canadian Loans denominated in           Canadian Dollars, when
aggregated with the Dollar Amount of all Canadian Swing           Line Loans and
Syndicated Global Loans denominated in Canadian Dollars, exceed           the Canadian
Dollar Sublimit, in each case other than as a result of currency           fluctuations
and then only to the extent permitted in Section 2.3(B) and (ii) the Dollar
Amount of the outstanding principal amount of the Loans           exceed the Aggregate
Commitment other than as a result of currency fluctuations           and then only to the
extent permitted in Section 2.3(B). Subject to           the terms of this
Agreement and the Syndicated Canadian Addendum, the Canadian           Borrower may
borrow, repay and reborrow Syndicated Canadian Loans at any time           prior to the
Termination Date (unless an earlier termination date shall be           specified in or
pursuant to the Syndicated Canadian Addendum). On the           Termination Date (unless
an earlier termination date shall be specified in or           pursuant to the Syndicated
Canadian Addendum), the outstanding principal balance           of the Syndicated
Canadian Loans shall be paid in full by the Canadian Borrower           and prior to the
Termination Date (unless an earlier termination date shall be           specified in or
pursuant to the Syndicated Canadian Addendum), prepayments of           the Syndicated
Canadian Loans shall be made by the Canadian Borrower if and to           the extent
required in Section 2.3(B). By its execution and delivery           hereof,
each Syndicated Global Lender agrees that it shall cause its affiliated
          Syndicated Canadian Bank with a Syndicated Canadian Commitment to execute and
          deliver to (or as directed by) the Global Administrative Agent, on such
Business           Day as is reasonably requested by the Global Administrative Agent, an
executed           counterpart to such Syndicated Canadian Bank’s signature page to
the           Syndicated Canadian Addendum.  





25 









        (B)    Borrowing
Notice. When the Canadian Borrower desires to borrow under this Section 2.2,
the Canadian Borrower shall deliver to the Global           Administrative Agent a
Syndicated Canadian Advance Borrowing Notice, signed by           it, as provided in Section
2.6(a)(ii) specifying that the Canadian           Borrower is requesting a Syndicated
Canadian Loan pursuant to this Section           2.2. Any Syndicated Canadian
Advance Borrowing Notice given pursuant to Section 2.6(a)(ii) shall be
irrevocable.  




        (C)    Termination.
Except as otherwise required by applicable law, in no event           shall a Syndicated
Canadian Bank have the right to accelerate the Syndicated           Canadian Loans
outstanding or to terminate its commitments (if any) under the           Syndicated
Canadian Addendum to make Syndicated Canadian Loans prior to the           stated
termination date in respect thereof, except that such Syndicated Canadian           Bank
shall have such rights upon an acceleration of the Loans and a termination           of
the Commitments pursuant to Article VII and Article VIII.  




        (D)    Statements.
The Global Administrative Agent shall furnish to Harley not           less frequently
than monthly, and at any other time at the reasonable request of           Harley, a
statement setting forth the outstanding Syndicated Canadian Loans made           and
repaid during the period since the last such report under the Syndicated
          Canadian Addendum.  




        (E)    Risk
Participation. Immediately and automatically upon the occurrence of           a
Default under Section 7.1(e), all Syndicated Canadian Loans shall be
          converted to and redenominated in Dollars equal to the Dollar Amount of each
          such Syndicated Canadian Loan determined as of the date of such conversion and
          each Syndicated Global Lender shall be deemed to have automatically,
irrevocably           and unconditionally purchased and received (to the extent of its
unused           Commitment) from each other Lender an undivided interest and
participation in           and to each Loan in such amounts as are necessary such that,
after giving effect           thereto, each Syndicated Global Lender shall hold its Pro
Rata Share of each           Loan; provided, that to the extent such conversion
shall occur other than           at the end of an Interest Period, the Borrowers shall
pay to the Global           Administrative Agent for the ratable benefit of each
applicable Lender, all           losses and breakage costs related thereto in accordance
with Section 3.4          and, upon the written request of the Global
Administrative Agent, each of the           Syndicated Global Lenders shall pay to the
Global Administrative Agent for the           ratable benefit of each applicable Lender
not later than two (2) Business Days           following a request for payment from such
Lender, in Dollars, an amount equal to           the undivided interest in and
participation in the applicable Loan purchased by           such Syndicated Global Lender
pursuant to this Section 2.2(E). In the           event that any Syndicated Global
Lender fails to make payment to the Global           Administrative Agent of any amount
due under this Section 2.2(E), the           Global Administrative Agent shall be
entitled to receive, retain and apply           against such obligation the principal and
interest otherwise payable to such           Syndicated Global Lender hereunder until the
Global Administrative Agent           receives from such Syndicated Global Lender an
amount sufficient to discharge           such Syndicated Global Lender’s payment
obligation as prescribed in this Section 2.2(E) together with interest thereon at
the Federal Funds           Effective Rate for each day during the period commencing on
the date of demand           by the applicable Lender and ending on the date such
obligation is fully           satisfied. The Global Administrative Agent will promptly
remit all payments           received as provided above to each relevant Lender.  




        (F)    Other
Provisions Applicable to Syndicated Canadian Loans. The           specification of
payment of Syndicated Canadian Loans in Dollars or Canadian           Dollars (as
applicable) at a specific place pursuant to this Agreement and the           Syndicated
Canadian Addendum is of the essence. Dollars or Canadian Dollars (as
          applicable) shall be the currency of account and payment of such Loans under
          this Agreement and the Syndicated Canadian Addendum. Notwithstanding anything
in           this Agreement, the obligation of the Canadian Borrower in respect of such
Loans           shall not be discharged by an amount paid in any other currency or at
another           place, whether pursuant to a judgment or otherwise, to the extent the
amount so           paid, on prompt conversion into Dollars or Canadian Dollars (as
applicable) and           transfer to such Syndicated Canadian Bank under normal banking
procedure, does           not yield the amount of Dollars or Canadian Dollars (as
applicable) due under           this Agreement and the Syndicated Canadian Addendum. 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 or
Canadian           Dollars (as applicable) due under this Agreement or the Syndicated
Canadian           Addendum, such Syndicated Canadian Bank shall have an independent
cause of           action against the applicable Borrower for the currency deficit.  





26 









        2.3
Payments of Loans.  




        (A)
Optional Payments. Subject to Section 3.4 and the requirements of Section
2.7, each relevant Global Borrower may (a) prepay Dollar                denominated
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 Dollar denominated Floating Rate Loans
comprising part                of the same Syndicated Global Advance in whole or ratably
in part and (b) prepay                non-Dollar denominated Floating Rate Loans or 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 non-Dollar denominated Floating Rate Loans                or 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 Dollar Amount not less than $1,000,000 and
               integral multiples of $100,000. Subject to Section 3.4 and the
               requirements of Section 2.7, the Canadian Borrower may, upon prior
               written notice to the Global Administrative Agent as prescribed in the
               Syndicated Canadian Addendum and specifying that it is prepaying all or a
               portion of its Syndicated Canadian Advances, prepay its Syndicated
Canadian                Advances in whole at any time, or from time to time in part as
specified in the                Syndicated Canadian Addendum by paying the principal
amount to be paid together                with all accrued and unpaid interest thereon to
and including the date of                payment.  




        (B)
Mandatory Prepayments.  




	 	        (i)
Mandatory Prepayments of Loans Generally. If at any time, other than as a
               result of fluctuations in currency exchange rates, (a) the Dollar Amount
of all                Loans exceeds the Aggregate Commitment, the applicable Borrowers
(as determined                by Harley) shall, within five (5) Business Days’ notice
from the Global                Administrative Agent, prepay the applicable Loans in an
aggregate amount such                that after giving effect thereto the Dollar Amount
of all Loans is less than or                equal to the Aggregate Commitment and (b) the
Dollar Amount of Syndicated                Canadian Loans exceeds the Syndicated Canadian
Commitments, the Canadian                Borrower shall, within five (5) Business Days’ notice
from the Global                Administrative Agent, prepay the Syndicated Canadian Loans
in an aggregate                amount such that after giving effect thereto the Dollar
Amount of Syndicated                Canadian Loans is less than or equal to the
Syndicated Canadian Commitments.  







	 	        (ii)
Mandatory Prepayments of Canadian Dollar Denominated Loans. If at any
               time, other than as a result of fluctuations in currency exchange rates,
the                Dollar Amount of all Canadian Swing Line Loans denominated in Canadian
Dollars,                Syndicated Canadian Loans denominated in Canadian Dollars and
Syndicated Global                Loans denominated in Canadian Dollars exceeds the
Canadian Dollar Sublimit, the                applicable Borrowers (as determined by
Harley) shall, within five (5) Business                Days’ notice from the Global
Administrative Agent, prepay such Canadian                Swing Line Loans, Syndicated
Canadian Loans or Syndicated Global Loans (subject                to Section 3.4)
in an aggregate amount such that after giving effect                thereto the Dollar
Amount of all remaining Canadian Swing Line Loans, Syndicated                Canadian
Loans and Syndicated Global Loans, in each case to the extent                denominated
in Canadian Dollars, is less than or equal to the Canadian Dollar
               Sublimit. Prepayments of CDOR Loans under clauses (i), (ii) or (iii) of
this Section 2.3(B) shall be governed by the terms set forth in the Syndicated
               Canadian Addendum.  







27 










	 	        (iii)
Mandatory Prepayments due to Currency Fluctuations. If, solely as a
               result of fluctuations in currency exchange rates, on any Reset Date, (a)
the                Dollar Amount of the sum of (i) the outstanding principal amount of
the                Syndicated Global Loans at such time, plus (ii) the outstanding
principal                amount of the Syndicated Canadian Loans at such time, plus (iii)
the                outstanding principal amount of the Swing Line Loans at such time, plus               (iv)
the aggregate Dollar Amount of the Bid Rate Loans then outstanding, exceeds
               105% of the Aggregate Commitments, (b) the Dollar Amount of all Canadian
Swing                Line Loans, Syndicated Canadian Loans and Syndicated Global Loans,
in each case                to the extent denominated in Canadian Dollars, exceeds 105%
of the Canadian                Dollar Sublimit, (c) the amount of the outstanding
Canadian Swing Line Loans at                such time exceeds 105% of the Canadian Swing
Line Commitment, (d) the Dollar                Amount of the outstanding U.K. Swing Line
Loans at such time exceeds 105% of the                U.K. Swing Line Commitment or (e)
the Dollar Amount of the Syndicated Canadian                Loans exceeds 105% of the
Syndicated Canadian Commitments, the applicable                Borrower shall on such
Reset Date prepay the applicable Loans (subject to Section 3.4 if applicable) in
an aggregate amount such that after giving                effect thereto: (v) the Dollar
Amount of the sum of (i) the outstanding                principal amount of the
Syndicated Global Loans at such time, plus (ii)                the outstanding
principal amount of the Syndicated Canadian Loans at such time, plus (iii) the
outstanding principal amount of the Swing Line Loans at                such time, plus (iv)
the aggregate amount of the Bid Rate Loans at such                time, is less than or
equal to the Aggregate Commitment, (w) the Dollar Amount                of all Canadian
Swing Line Loans, Syndicated Canadian Loans and Syndicated                Global Loans,
in each case to the extent denominated in Canadian Dollars, is                less than
or equal to the Canadian Dollar Sublimit, (x) the amount of the
               outstanding Canadian Swing Line Loans is less than or equal to the
Canadian                Swing Line Commitment, (y) the Dollar Amount of the outstanding
U.K. Swing Line                Loans is less than or equal to the U.K. Swing Line
Commitment and (z) the Dollar                Amount of the Syndicated Canadian Loans is
less than or equal to the Syndicated                Canadian Commitments.  







        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           Dollar
Amount of the outstanding Advances (including Syndicated Canadian           Advances) and
the Swing Line Loans. In addition, the Canadian Borrower may, upon           three (3)
Business Days’ prior written notice to the Global Administrative           Agent,
terminate entirely at any time or reduce from time to time, by an           aggregate
amount of $5,000,000 or any larger multiple of $1,000,000 (or as           otherwise set
forth in the Syndicated Canadian Addendum), the unused portions of           the
Syndicated Canadian Commitments as specified by the Canadian Borrower in           such
notice to the Global Administrative Agent; provided, however,
          that at no time shall the Syndicated Canadian Commitments be reduced to a
figure           less than the total of the outstanding principal amount of all
Syndicated           Canadian Loans and Canadian Swing Line Loans owing by the Canadian
Borrower. 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).  





28 









            (b)
Increase in Aggregate Commitment.  




        (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 F 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.  




29 










        (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 sum of (i)           the aggregate principal amount of its Syndicated Global
Loans outstanding at           such time, plus (ii) an amount equal to its actual
participation interest           of its Pro Rata Share of the aggregate principal amount
of Swing Line Loans and           Syndicated Canadian Loans outstanding at such time (“Outstanding
Credit           Exposure”) in the respective Dollar 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 Dollar 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 Eurocurrency
Rate Loan hereunder on the terms and in the manner as set forth           in Section
3.4.  




30 










        2.5
Method of Borrowing Advances.  




            (a)
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, unless the Global Administrative Agent has notified the Syndicated
          Global Lenders that such Loan is to be made available to a Global Borrower at
          the Global Administrative Agent’s Eurocurrency Payment Office, in which
          case each Syndicated Global Lender shall make available its Syndicated Global
          Loan or Loans, in funds immediately available to the Global Administrative
Agent           at its Eurocurrency Payment Office, not later than 4:00 p.m. (local time
in the           city of the Global Administrative Agent’s Eurocurrency Payment
Office) in           the Agreed Currency designated by the Global Administrative Agent.
The Global           Administrative Agent will promptly make the funds so received from
the           Syndicated Global Lenders available to the relevant Global Borrower.  




            (b)    Syndicated
Canadian Advances. Subject to any alternate procedures set           forth in the
Syndicated Canadian Addendum, the Global Administrative Agent           shall, promptly
upon receipt of a Syndicated Canadian Borrowing Notice, notify           each relevant
Syndicated Canadian Bank of such Syndicated Canadian Borrowing           Notice and, not
later than such local time as is reasonably requested by the           Global
Administrative Agent on each Borrowing Date, each such Syndicated           Canadian Bank
shall make available its Syndicated Canadian Loan(s), in funds           immediately
available in Canadian Dollars, to the Global Administrative Agent at           its
address specified pursuant to Article XIV hereof. The Global
          Administrative Agent will promptly make the funds so received from the
          Syndicated Canadian Banks available to the Canadian Borrower.  




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




            (a)
Method of Selecting Types and Interest Periods for Advances. Each
               Borrower shall select the Type of Syndicated Global Advance or Syndicated
               Canadian Advance and, in the case of each Eurocurrency Rate Advance or
CDOR                Advance, the Interest Period and permitted currency applicable to
each                Syndicated Global Advance, Syndicated Canadian Advance and CDOR
Advance from                time to time.  




	 	        (i)
Syndicated Global Advances. 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
Eurocurrency Rate Advance, the                Interest Period and Agreed Currency
applicable thereto. Each Syndicated Global                Advance in an Agreed Currency
other than Dollars must be a Eurocurrency Rate                Advance; provided that
each Syndicated Global Advance in euro must be a                Eurocurrency Rate Advance
based on EURIBOR. Each Syndicated Global Advance in                Canadian Dollars shall
only be a Eurocurrency Rate Advance. 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. 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 or                Canadian Prime Rate, as applicable. Each Eurocurrency 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
Eurocurrency Rate Advance.  







31 










	 	        (ii)
Syndicated Canadian Advances. The Canadian Borrower shall give the Global
               Administrative Agent irrevocable notice (a “Syndicated Canadian
Advance                Borrowing Notice”) 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; (iv) in the case of each CDOR Advance and
Eurocurrency                Rate Advance, the Interest Period applicable thereto and (v)
the permitted                currency applicable thereto. Each Syndicated Canadian
Advance shall be a CDOR                Advance denominated in Canadian Dollars,
Eurocurrency Rate Advance denominated                in Dollars or Canadian Dollars, Base
Rate Advance denominated in Dollars or a                Canadian Prime Rate Advance
denominated in Canadian Dollars. There shall be no                more than ten (10)
Interest Periods in effect with respect to all of the                Syndicated Canadian
Advances at any time. Each Canadian Prime 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 Canadian Prime
               Rate, changing when and as such Canadian Prime Rate changes. Each
Syndicated                Canadian Advance which is a Base 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 Alternate
Base Rate, changing when and as                such Alternate Base Rate changes, plus the
Floating Rate Margin. Each                Syndicated Canadian Advance which is a CDOR
Advance shall be discounted over the                relevant Interest Period at CDOR.
Each Syndicated Canadian Advance which is a                Eurocurrency 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
               Eurocurrency Rate Advance.  







            (b)
Determination of Applicable Margin and Applicable Commitment Fee.  




	 	        (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” means as at any Rate Set Date a per annum rate equal to 15% of
the Applicable Margin (it being understood and agreed that if the Applicable Margin for
Loans to Harley and the Applicable Margin for Loans to any other Borrower is different,
the lower of the Applicable Margins shall apply for purposes of calculating the
Applicable Commitment Fee).  







	 	        “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.  








32 









	 	        “Applicable
Margin” means the greater of (i) 0.50% 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 10 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:  









	

	 
	Level I
	Level II
	Level III
	Level IV

	Percentage for Determining	50%	55%	75%	100%
	Applicable Margin for
	Relevant Loans
	







	 	        “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 A1 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 A2 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 A3 or better, the S&P Rating is
A- or better or the Fitch Rating is A- or better.  







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







	 	        “Rate
Set Date” means, (1) with reference to any Eurocurrency 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,
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).  








33 









	 	        “Relevant
Loans” means (1) Eurocurrency Rate Loans, (2) Eurocurrency Rate Advances, (3)
CDOR Loans, (4) CDOR Advances, (5) Swing Line Loans which are Fixed Rate Loans and (6)
USD Swing Line Loans described in Section 2.9.1(b)(y).  







	 	        “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 or Level IV Status.  







	 	        (ii)
Determination of Applicable Margin and Applicable Commitment Fee. The
               Applicable Margin in respect of any Loan and the Applicable Commitment Fee
               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). If                at any time Harley has no
Moody’s Rating, no S&P Rating and no Fitch                Rating, Level IV
Status shall exist with respect to Loans to Harley. If at any                time none of
the Fincos has a Moody’s Rating, S&P Rating or Fitch                Rating,
Level IV 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.  







        2.7
Minimum Amount of Each Syndicated Global Advance and Syndicated Canadian Advance.
Each Syndicated Global Advance and Syndicated Canadian Advance shall be in the applicable
minimum amounts specified in Schedule I or, in the case of a Syndicated Canadian
Advance, such other amounts as may be specified in the Syndicated Canadian Addendum; provided,
however, that any Base Rate Advance may be in the amount of the unused Aggregate
Commitment and any Canadian Prime Rate Advance or Base Rate Advance to the Canadian
Borrower may be in the amount of the unused Syndicated Canadian Commitments.  




        2.8
Method of Selecting Types and Interest Periods for Conversion and Continuation of
Syndicated Global Advances, Syndicated Canadian Advances and Swing Line Loans.  




        (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.  



34 











        (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 (other than Fixed Rate Loans in Agreed
          Currencies other than Dollars) 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.           Fixed Rate Loans, including, without limitation, Swing Line Loans, in a
currency           other than Dollars and Syndicated Canadian Loans (other than CDOR
Loans which           shall be converted to Canadian Prime Rate Loans in accordance with
the           Syndicated Canadian Addendum) shall, upon the expiry of the then current
          Interest Period, automatically continue as Fixed Rate Loans in the same
currency           and of the same Type unless the applicable Borrower notifies the
Global           Administrative Agent otherwise as provided herein.  




        (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, Swing Line Loan or Syndicated Canadian 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; provided that,
          absent such consent, any such Syndicated Global Loan, Swing Line Loan or
          Syndicated Canadian Loan which is a Eurocurrency Rate Loan in a currency other
          than Dollars or Canadian Dollars shall, upon the expiration of the relevant
          Interest Period then applicable thereto, bear interest for each subsequent day
          at a per annum rate equal to the rate applicable to Eurocurrency Rate Loans to
          the relevant Borrower for such currency for an Interest Period of one month.  




        (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, Swing Line Loan or Syndicated Canadian Loan           to be converted or continued;
and (3) the amounts of Fixed Rate Loan(s) into           which such Syndicated Global
Loan, Swing Line Loan or Syndicated Canadian Loan           is to be converted or
continued, the applicable permitted currency and the           duration of the Interest
Periods applicable thereto. If no such notice is given           with respect to a Fixed
Rate Loan (other than CDOR Loans) in a currency other           than Dollars, the
Interest Period applicable to the automatic continuation of           such Loan shall be
one month.  




        (E)
Limitations on Conversions. Notwithstanding anything herein to the
          contrary, at the election of the applicable Borrowers under this Section
          2.8, (x) Eurocurrency Rate Advances in an Agreed Currency may be converted
          and/or continued as Eurocurrency Rate Advances only in the same Agreed
Currency,           (y) U.K. Swing Line Loans in a U.K. Swing Line Currency may be
converted and/or           continued as U.K. Swing Line Loans only in the same U.K. Swing
Line Currency and           (z) Syndicated Canadian Loans in a particular permitted
currency may be           converted and/or continued as Syndicated Canadian Loans only in
the same           currency.  




        2.9
Swing Line Loans. 




        2.9.1
USD Swing Line Loans. (a) Amount of USD Swing Line Loans. Upon the
satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2,
from and including the date of this Agreement and prior to the Termination Date, the
Global Swing Line Lender agrees, on the terms and conditions set forth in this Agreement,
to make USD Swing Line Loans in Dollars to the U.S. Borrowers or the Canadian Borrower
from time to time in an amount not to exceed in the aggregate at any one time outstanding
the lesser of (i) $35,000,000 or (ii) the amount by which the Aggregate Commitment
exceeds the sum of the outstanding principal Dollar Amount of Syndicated Global Advances,
Bid Rate Advances, Swing Line Loans and Syndicated Canadian Advances at such time. Each
USD Swing Line Loan shall be in the applicable minimum amounts specified in Schedule II (or
such lesser amount as may be agreed to by the Global Swing Line Lender) or an integral
multiple thereof as specified in Schedule II (or such lesser amount as may be
agreed to by the Global Swing Line Lender) in excess thereof, and all interest payable on
the USD Swing Line Loans shall be payable to the Global Swing Line Lender for the account
of the Global Swing Line Lender.  





35 









            (b)
Borrowing Notice; Interest on USD Swing Line Loans. The applicable U.S.
          Borrower shall deliver to the Global Administrative Agent and the Global Swing
          Line Lender a notice (a “USD Swing Line Borrowing Notice”)
          signed by it not later than the applicable time and to the applicable location
          described in Schedule II on the Borrowing Date of each USD Swing Line
          Loan specifying (i) the applicable Borrowing Date (which shall be a Business
          Day) and (ii) the aggregate amount of the requested USD Swing Line Loan. All
USD           Swing Line Loans shall bear interest at the election of such U.S. Borrower
at a           per annum rate equal to (x) the Prime Rate or (y) the sum of (a) a money
market           rate or fixed rate of interest for an interest period as agreed to by
the Global           Swing Line Lender and such U.S. Borrower (which interest period
shall not in any           event exceed thirty (30) days) plus (b) the Floating
Rate Margin then in           effect.  




            (c)
Making of USD Swing Line Loans. Promptly after receipt of the Borrowing
          Notice under Section 2.9.1(b), the Global Administrative Agent shall
          notify the Global Swing Line Lender of the requested USD Swing Line Loan. Not
          later than 3:00 p.m. (New York time) on the applicable Borrowing Date, the
          Global Swing Line Lender shall make available its USD Swing Line Loan in funds
          immediately available as directed by the applicable U.S. Borrower.  




            (d)
Repayment of USD Swing Line Loans. Each USD Swing Line Loan shall be paid
          in full by the applicable U.S. Borrower on or before the thirtieth day after
the           Borrowing Date for such USD Swing Line Loan (or if earlier on the last day
of           the interest period applicable thereto). Outstanding USD Swing Line Loans
may be           repaid from the proceeds of Syndicated Global Advances or Bid Rate
Advances. Any           repayment or prepayment of a USD Swing Line Loan shall be
accompanied by accrued           interest thereon and, subject to Section 2.9.1(a),
shall be in the           minimum amount of $100,000 (or such lesser amount as may be
agreed to by the           Global Swing Line Lender) and in increments of $100,000 (or
such lesser amount           as may be agreed to by the Global Swing Line Lender) in
excess thereof or the           full amount of such USD Swing Line Loan. If the
applicable U.S. Borrower at any           time fails to repay a USD Swing Line Loan on
the applicable date when due, such           U.S. Borrower shall be deemed to have
elected to borrow a Syndicated Global           Advance which shall be a Base Rate
Advance under Section 2.1 as of such           date equal in amount to the unpaid
amount of such USD Swing Line Loan           (notwithstanding the minimum amount of Base
Rate Advances as provided in Section 2.7). The proceeds of any such Advance shall
be used to repay           such USD Swing Line Loan. Unless the Global Administrative
Agent upon the           request of or with the consent of the Required Lenders shall
have notified the           Global Swing Line Lender prior to such Global Swing Line
Lender making any USD           Swing Line Loan, that the applicable conditions precedent
set forth in Article IV have not then been satisfied, each Syndicated Global
          Lender’s obligation to make Syndicated Global Loans pursuant to Section
          2.1 and this Section 2.9.1(d) to repay such USD Swing Line Loan
shall           be unconditional, continuing, irrevocable and absolute and shall not be
affected           by any circumstances, including the inability of the applicable U.S.
Borrower to           satisfy the conditions precedent set forth in Article IV or
the           occurrence or continuance of a Default. In the event that any Syndicated
Global           Lender fails to make payment to the Global Administrative Agent of any
amount           due under this Section 2.9.1(d), the Global Administrative Agent
shall be           entitled to receive, retain and apply against such obligation the
principal and           interest otherwise payable to such Syndicated Global Lender
hereunder until the           Global Administrative Agent receives such payment from such
Syndicated Global           Lender or such obligation is otherwise fully satisfied. In
addition to the           foregoing, if for any reason any Syndicated Global Lender fails
to make payment           to the Global Administrative Agent of any amount due under this
Section           2.9.1(d), such Syndicated Global Lender shall be deemed, at the
option of           the Global Administrative Agent, to have unconditionally and
irrevocably           purchased from the Global Swing Line Lender, without recourse or
warranty, an           undivided interest in and participation in the applicable USD
Swing Line Loan in           the amount of the Syndicated Global Loan such Syndicated
Global Lender was           required to make pursuant to this Section 2.9.1(d),
and such interest and           participation may be recovered from such Syndicated
Global Lender together with           interest thereon at the Federal Funds Effective
Rate for each day during the           period commencing on the date of demand by the
Global Administrative Agent and           ending on the date such obligation is fully
satisfied.  




36 










        2.9.2
Canadian Swing Line Loans. (a) Amount of Canadian Swing Line Loans. Upon
the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2,
from and including the date of this Agreement and prior to the Termination Date, the
Global Swing Line Lender agrees, on the terms and conditions set forth in this Agreement
and pursuant to other arrangements agreed to in writing by Harley and the Global Swing
Line Lender, to make Canadian Swing Line Loans in Canadian Dollars to the Canadian
Borrower and the U.S. Borrowers, in each case from time to time in an amount not to
exceed in the aggregate, and on a cumulative basis for the Canadian Borrower and the U.S.
Borrowers, at any one time outstanding the lesser of (i) the Canadian Swing Line
Commitment and (ii) the amount by which the Aggregate Commitment exceeds the sum of the
outstanding principal Dollar Amount of Syndicated Global Advances, Bid Rate Advances,
Swing Line Loans and Syndicated Canadian Advances at such time. Each Canadian Swing Line
Loan shall be in the applicable minimum amounts specified in Schedule II (or such
lesser amount as may be agreed to by the Global Swing Line Lender) or an integral
multiple thereof as specified in Schedule II (or such lesser amount as may be
agreed to by the Global Swing Line Lender) in excess thereof, and all interest payable on
the Canadian Swing Line Loans shall be payable to the Global Swing Line Lender for the
account of the Global Swing Line Lender. In no event shall the number of Interest Periods
under Canadian Swing Line Loans outstanding at any time be greater than five (5).  




            (b)
Borrowing Notice; Interest on Canadian Swing Line Loans. The relevant
          Borrower shall (unless such Borrower and the Global Swing Line Lender agree
          otherwise) deliver to the Global Administrative Agent and the Global Swing Line
          Lender a notice (a “Canadian Swing Line Borrowing Notice”)
          signed by it not later than the applicable time and to the applicable location
          described in Schedule II specifying (i) the applicable Borrowing Date
          (which shall be a Business Day), (ii) the aggregate amount of the requested
          Canadian Swing Line Loan, (iii) whether such Canadian Swing Line Loan is to be
          made to the Canadian Borrower or a U.S. Borrower and (iv) the Type of Loan
          requested. All Canadian Swing Line Loans made to the Canadian Borrower shall be
          Canadian Prime Rate Loans or CDOR Loans and all Canadian Swing Line Loans made
          to the U.S. Borrowers shall be Canadian Prime Rate Loans or Eurocurrency Rate
          Loans denominated in Canadian Dollars only. All Canadian Swing Line Loans (x)
          that are Canadian Prime Rate Loans shall bear interest at the Canadian Prime
          Rate plus the Floating Rate Margin and (y) that are CDOR Loans or
          Eurocurrency Rate Loans shall have an Interest Period not in excess of thirty
          (30) days.  




            (c)
Making of Canadian Swing Line Loans. Unless otherwise agreed by the
          applicable Borrower and the Global Swing Line Lender, not later than 4:00 p.m.
          (Toronto time) on the applicable Borrowing Date, (i) if the requested Canadian
          Swing Line Loan is to be made to the Canadian Borrower, the Global Swing Line
          Lender shall make available its Canadian Swing Line Loan in funds immediately
          available at the applicable location described in Schedule II to the
          Canadian Borrower and (ii) if the requested Canadian Swing Line Loan is to be
          made to a U.S. Borrower, the Global Swing Line Lender shall make available its
          Canadian Swing Line Loan in funds immediately available at the applicable
          location described in Schedule II to such U.S. Borrower.  




37 










            (d)
Repayment of Canadian Swing Line Loans. Each Canadian Swing Line Loan
          shall be paid in full by the applicable Borrower which has received such
          Canadian Swing Line Loan on or before the thirtieth day after the Borrowing
Date           for such Canadian Swing Line Loan (or if earlier on the last day of the
interest           period applicable thereto). Outstanding Canadian Swing Line Loans may
be repaid           from the proceeds of Syndicated Global Advances or, if such Canadian
Swing Line           Loans were made to the Canadian Borrower, Syndicated Canadian
Advances. Any           payment or repayment of a Canadian Swing Line Loan shall be
accompanied by           accrued interest thereon and, subject to Section 2.9.2(a),
shall be in           the minimum amount of Cdn. $500,000 (or such lesser amount as may
be agreed to           by the Global Swing Line Lender) and in increments of Cdn.
$100,000 (or such           lesser amount as may be agreed to by the Global Swing Line
Lender) in excess           thereof or the full amount of such Canadian Swing Line Loan.
Any prepayment or           repayment of a Canadian Swing Line Loan other than at the end
of the applicable           Interest Period, if any, shall be for the full amount thereof
and shall be           accompanied by all amounts payable pursuant to Section 3.4.  




            (e)
Risk Participation by Syndicated Canadian Banks in Canadian Swing Line           Loans.
If the Canadian Borrower at any time fails to repay a Canadian Swing           Line Loan
made to such Borrower on the applicable date when due, such Borrower           shall be
deemed to have elected to borrow a Syndicated Canadian Advance which           shall be a
Canadian Prime Rate Advance under Section 2.2 as of such date           equal in
amount to the unpaid amount of such Canadian Swing Line Loan           (notwithstanding
the minimum amount of Canadian Prime Rate Advances as provided           in Section 2.7).
The proceeds of any such Advance shall be used to repay           such Canadian Swing
Line Loan. Other than with respect to Canadian Swing Line           Loans, if any, made
by virtue of the relevant Borrower’s overdraft           facilities with the Global
Swing Line Lender, unless the Global Administrative           Agent upon the request of
or with the consent of the Required Lenders shall have           notified the Global
Swing Line Lender prior to such Global Swing Line Lender           making any Canadian
Swing Line Loan, that the applicable conditions precedent           set forth in Article
IV have not then been satisfied, each Syndicated           Canadian Bank’s
obligation to make Syndicated Canadian Loans pursuant to Section 2.2 and this Section
2.9.2(e) to repay such Canadian Swing           Line Loan shall be unconditional,
continuing, irrevocable and absolute and shall           not be affected by any
circumstances, including the inability of the applicable           Borrower to satisfy
the conditions precedent set forth in Article IV or           the occurrence or
continuance of a Default. In the event that any Syndicated           Canadian Bank fails
to make payment to the Global Administrative Agent of any           amount due under this
Section 2.9.2(e), the Global Administrative Agent           shall be entitled to
receive, retain and apply against such obligation the           principal and interest
otherwise payable to such Syndicated Canadian Bank           hereunder until the Global
Administrative Agent receives such payment from such           Syndicated Canadian Bank
or such obligation is otherwise fully satisfied. In           addition to the foregoing,
if for any reason any Syndicated Canadian Bank fails           to make payment to the
Global Administrative Agent of any amount due under this Section 2.9.2(e), such
Syndicated Canadian Bank shall be deemed, at the           option of the Global
Administrative Agent, to have unconditionally and           irrevocably purchased from
the Global Swing Line Lender, without recourse or           warranty, an undivided
interest in and participation in the applicable Canadian           Swing Line Loan in the
amount of the Syndicated Canadian Loan such Syndicated           Canadian Bank was
required to make pursuant to this Section 2.9.2(e), and           such interest
and participation may be recovered from such Syndicated Canadian           Bank together
with interest thereon at the Federal Funds Effective Rate for each           day during
the period commencing on the date of demand by the Global           Administrative Agent
and ending on the date such obligation is fully satisfied.  



38 











            (f)
Risk Participation by Syndicated Global Lenders in Canadian Swing Line           Loans.
If the applicable U.S. Borrower at any time fails to repay a Canadian           Swing
Line Loan made to such Borrower on the applicable date when due, such           Canadian
Swing Line Loan shall be converted to and redenominated in Dollars           equal to the
unpaid Dollar Amount of such Canadian Swing Line Loan determined as           of the date
of such conversion and such Borrower shall be deemed to have elected           to borrow
a Syndicated Global Advance which shall be a Base Rate Advance under Section 2.1 as
of such date in such Dollar Amount (notwithstanding the           minimum amount of Base
Rate Advances as provided in Section 2.7). The           proceeds of any such
Advance shall be used to repay such Canadian Swing Line           Loan. Each Syndicated
Global Lender’s obligation to make Syndicated Global           Loans pursuant to Section
2.1 and this Section 2.9.2(f) to repay           such Canadian Swing Line Loan
shall be unconditional, continuing, irrevocable           and absolute and shall not be
affected by any circumstances, including the           inability of the applicable
Borrower to satisfy the conditions precedent set           forth in Article IV or
the occurrence or continuance of a Default. In the           event that any Syndicated
Global Lender fails to make payment to the Global           Administrative Agent of any
amount due under this Section 2.9.2(f), the           Global Administrative Agent
shall be entitled to receive, retain and apply           against such obligation the
principal and interest otherwise payable to such           Syndicated Global Lender
hereunder until the Global Administrative Agent           receives such payment from such
Syndicated Global Lender or such obligation is           otherwise fully satisfied. In
addition to the foregoing, if for any reason any           Syndicated Global Lender fails
to make payment to the Global Administrative           Agent of any amount due under this
Section 2.9.2(f), such Syndicated           Global Lender shall be deemed, at the
option of the Global Administrative Agent,           to have unconditionally and
irrevocably purchased from the Global Administrative           Agent, without recourse or
warranty, an undivided interest in and participation           in the applicable Canadian
Swing Line Loan in the amount of the Syndicated           Global Loan such Syndicated
Global Lender was required to make pursuant to this Section 2.9.2(f), and such
interest and participation may be recovered           from such Syndicated Global Lender
together with interest thereon at (1) the           Federal Funds Effective Rate in the
case of Loans denominated in Dollars and (2)           the Overnight Foreign Currency
Rate for Canadian Dollars in the case of Loans           denominated in Canadian Dollars,
in each case for each day during the period           commencing on the date of demand by
the Global Administrative Agent and ending           on the date such obligation is fully
satisfied.  




        2.9.3
U.K. Swing Line Loans. 




            (a)
Amount of U.K. Swing Line Loans. Upon the satisfaction of the conditions
          precedent set forth in Sections 4.1 and 4.2, from and including the date
          of this Agreement and prior to the date that is five (5) Business Days prior to
          the Termination Date, the Global Swing Line Lender agrees, on the terms and
          conditions set forth in this Agreement, to make U.K. Swing Line Loans in one or
          more U.K. Swing Line Currencies to the Global Borrowers from time to time in a
          Dollar Amount not to exceed in the aggregate at any one time outstanding the
          lesser of (i) the U.K. Swing Line Commitment at such time and (ii) the amount
by           which the Aggregate Commitment exceeds the sum of the outstanding principal
          Dollar Amount of Syndicated Global Advances, Bid Rate Advances, Swing Line
Loans           and Syndicated Canadian Advances at such time. Each U.K. Swing Line Loan
shall           be in the applicable minimum amounts specified in Schedule II (or
such           lesser amount as may be agreed to by the Global Swing Line Lender) or an
          integral multiple thereof as specified in Schedule II (or such lesser
          amount as may be agreed to by the Global Swing Line Lender) in excess thereof,
          and all interest payable on the U.K. Swing Line Loans shall be payable to the
          Global Swing Line Lender for the account of the Global Swing Line Lender. In no
          event shall the number of U.K. Swing Line Loans outstanding at any time be
          greater than five (5).  




            (b)
Borrowing Notice; Interest on U.K. Swing Line Loans. The relevant Global
          Borrower shall deliver to the Global Administrative Agent and the Global Swing
          Line Lender a notice (a “U.K. Swing Line Borrowing Notice”)
          signed by it not later than the applicable time and to the applicable location
          described in Schedule II specifying (i) the applicable Borrowing Date
          (which shall be a Business Day), (ii) the aggregate amount of the requested
U.K.           Swing Line Loan, (iii) the U.K. Swing Line Currency in which such Loan is
          requested and (iv) the initial Interest Period in connection therewith. All of
          the U.K. Swing Line Loans shall be Eurocurrency Rate Loans with an Interest
          Period not in excess of thirty (30) days.  




39 










            (c)
Making of U.K. Swing Line Loans. Not later than 3:00 p.m. (London time)
          on the applicable Borrowing Date, the Global Swing Line Lender shall make
          available its U.K. Swing Line Loan in funds in the applicable U.K. Swing Line
          Currency immediately available at the applicable location described in Schedule
II to the relevant Global Borrower.  




            (d)
Repayment of U.K. Swing Line Loans. Each U.K. Swing Line Loan shall be
          paid in full by the relevant Global Borrower on or before the date that is the
          last day of the Interest Period applicable to such U.K. Swing Line Loan and
          shall be prepaid if required in connection with the provisions of Section
          2.3(B)(iii). Outstanding U.K. Swing Line Loans may be repaid from the
          proceeds of Syndicated Global Advances. Any repayment or prepayment of a U.K.
          Swing Line Loan shall be accompanied by accrued interest thereon and, subject
to Section 2.9.3(a), shall be in the minimum amount of $50,000 or the
          Equivalent Amount in the relevant U.K. Swing Line Currency (or such lesser
          amount as may be agreed to by the Global Swing Line Lender) and in increments
of           $50,000 or the Equivalent Amount in the relevant U.K. Swing Line Currency
(or           such lesser amount as may be agreed to by the Global Swing Line Lender) in
          excess thereof or the full amount of such U.K. Swing Line Loan. Any prepayment
          or repayment of a U.K. Swing Line Loan other than at the end of the applicable
          Interest Period shall be for the full amount thereof and shall be accompanied
by           all amounts payable pursuant to Section 3.4. If any Global Borrower
at           any time fails to repay a U.K. Swing Line Loan on the applicable date when
due,           such Borrower shall be deemed to have elected to borrow a Syndicated
Global           Advance which shall be a Eurocurrency Rate Advance in the applicable
Agreed           Currency under Section 2.1 as of such date equal in amount to the
unpaid           amount of such U.K. Swing Line Loan (notwithstanding the minimum amount
of           Eurocurrency Rate Advances). The proceeds of any such Advance shall be used
to           repay such U.K. Swing Line Loan. Unless the Global Administrative Agent upon
the           request of or with the consent of the Required Lenders shall have notified
the           Global Swing Line Lender prior to such Global Swing Line Lender making any
U.K.           Swing Line Loan that the applicable conditions precedent set forth in Article
          IV have not then been satisfied, each Syndicated Global Lender’s
          obligation to make Syndicated Global Loans pursuant to Section 2.1 and
          this Section 2.9.3(d) to repay such U.K. Swing Line Loan shall be
          unconditional, continuing, irrevocable and absolute and shall not be affected
by           any circumstances, including the inability of any Borrower to satisfy the
          conditions precedent set forth in Article IV or the occurrence or
          continuance of a Default. In the event that any Syndicated Global Lender fails
          to make payment to the Global Administrative Agent of any amount due under this
Section 2.9.3(d), the Global Administrative Agent shall be entitled to
          receive, retain and apply against such obligation the principal and interest
          otherwise payable to such Syndicated Global Lender hereunder until the Global
          Administrative Agent receives such payment from such Syndicated Global Lender
or           such obligation is otherwise fully satisfied. In addition to the foregoing,
if           for any reason any Syndicated Global Lender fails to make payment to the
Global           Administrative Agent of any amount due under this Section 2.9.3(d),
such           Syndicated Global Lender shall be deemed, at the option of the Global
          Administrative Agent, to have unconditionally and irrevocably purchased from
the           Global Swing Line Lender, without recourse or warranty, an undivided
interest in           and participation in the applicable U.K. Swing Line Loan in the
amount of the           Syndicated Global Loan such Syndicated Global Lender was required
to make           pursuant to this Section 2.9.3(d), and such interest and
participation           may be recovered from such Syndicated Global Lender together with
interest           thereon at (1) the Federal Funds Effective Rate in the case of Loans
denominated           in Dollars and (2) the Overnight Foreign Currency Rate in the case
of Loans           denominated in any other U.K. Swing Line Currency, in each case for
each day           during the period commencing on the date of demand by the Global
Administrative           Agent and ending on the date such obligation is fully satisfied.  




        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, euro or any Eligible Currency 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 Dollar Amount of (i) the Advances, (ii) the Swing Line Loans and
(iii) the Syndicated Canadian Loans then outstanding shall not exceed the Aggregate
Commitment.  




40 










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




	 	        (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,                currency 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 in the case of Bid Rate Advances to a U.S. Borrower and London                time
in the case of Bid Rate Advances to the U.K. Borrower) (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 Eurocurrency Base Rate                with respect to the
applicable currency (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 in                the case of Bid Rate Loans to a U.S.
Borrower and London time in the case of Bid                Rate Loans to the U.K.
Borrower) (or if such Syndicated Global Lender is the                Global
Administrative Agent, before 10:45 a.m. (New York time in the case of Bid
               Rate Loans to a U.S. Borrower and London time in the case of Bid Rate
Loans to                the U.K. Borrower)) (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 Eurocurrency 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.  







41 










	 	        (iii)
               The applicable Global Borrower shall, in turn, before (A) 12:00 noon (New
York                time in the case of Bid Rate Advances to a U.S. Borrower and London
time in the                case of Bid Rate Advances to the U.K. Borrower) 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 in the case of Bid Rate Advances to a
U.S. Borrower and London time in                the case of Bid Rate Advances to the U.K.
Borrower) 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.  







	 	        (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 relevant Eurocurrency Payment
Office such Syndicated                Global Lender’s portion of such Bid Rate
Advance, in same day funds in the                currency specified in the applicable Bid
Rate Advance Borrowing Notice. 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.  








42 









	 	        (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 the
               Equivalent Amount of $10,000,000 in the applicable currency or an integral
               multiple of approximately $1,000,000 in the applicable currency 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).  




            (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 Equivalent 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.  





43 









            (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 (other than as set forth in the
following clause (iii)), 2% plus the rate applicable to Base Rate Advances as provided
herein or (iii) in the case of any Syndicated Canadian Loan or Canadian Swing Line Loan,
2% plus the rate applicable to Canadian Prime Rate Loans.  




        2.12
Method of Payment. (i) 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 with respect to Advances denominated
in Dollars and (b) in the Global Administrative Agent’s applicable Eurocurrency
Payment Office in immediately available funds with respect to any Advance denominated in
an Agreed Currency other than Dollars, in each case, 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 with respect to Advances
denominated in Dollars and 12:00 noon local time in the Global Administrative Agent’s
Eurocurrency Payment Office with respect to Advances denominated in an Agreed Currency
other than Dollars 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 the currency in which it was made
(the “Advanced Currency”) in the amount borrowed and interest payable
thereon shall be paid in such Advanced Currency. 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 the Advanced Currency 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 the Advanced Currency and transfer to the relevant Lenders under normal
banking procedure, does not yield the amount of the Advanced Currency 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 the Advanced
Currency 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.  





44 









        (ii)
          All payments to be made by the applicable Borrowers hereunder in respect of any
          Swing Line Loans and Syndicated Canadian Loans shall be made in the currencies
          in which such Loans are denominated and in funds immediately available, at the
          Global Administrative Agent’s office or Global Swing Line Lender’s
          office (as applicable) office from which such Loan was made not later than
12:00           noon (local time) on the date on which such payment shall become due.  




        (iii)
          Notwithstanding the foregoing provisions of this Section, if, after the making
          of any Advance or Loan in any currency other than Dollars or euro, currency
          control or exchange regulations are imposed in the country which issues such
          currency with the result that different types of such currency (the “New
          Currency”) are introduced and the type of currency in which the
Advance           was made (the “Original Currency”) no longer exists or
the           applicable Borrower is not able to make payment to the Global
Administrative           Agent or the Global Swing Line Lender, as applicable, in such
Original Currency,           then all payments to be made by the applicable Borrower
hereunder in such           currency shall be made in such amount and such type of the
New Currency or           Dollars as shall be equivalent to the amount of such payment
otherwise due           hereunder in the Original Currency, it being the intention of the
parties hereto           that the Borrowers take all risks of the imposition of any such
currency control           or exchange regulations. In addition, notwithstanding the
foregoing provisions           of this Section, if, after the making of any Advance or
Loan in any currency           other than Dollars or euro, any applicable Borrower is not
able to make payment           to the Global Administrative Agent or the Global Swing
Line Lender, as           applicable, in the type of currency in which such Advance or
Loan was made           because of the imposition of any such currency control or
exchange regulation,           then such Advance or Loan shall instead be repaid when due
in Dollars in a           principal amount equal to the Dollar Amount (as of the date of
repayment) of           such Advance.  




        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.  




45 










        (B)
Interest Payment Dates. Interest accrued on each Floating Rate Loan, each
          Canadian Prime Rate Loan and USD Swing Line Loan shall be payable on each
          Payment Date, commencing with the first such date to occur after the date
          hereof, at maturity (whether by acceleration or otherwise) and, with respect to
          any USD Swing Line Loans on any date on which a USD Swing Line Loan is prepaid,
          whether due to acceleration or otherwise. Interest accrued on each Fixed Rate
          Loan (other than CDOR Loans which are governed by the Syndicated Canadian
          Addendum) 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 and Syndicated
Canadian           Pro Rata Shares (as appropriate), on arrangements satisfactory to
Harley and the           Global Administrative Agent, a commitment fee accruing at the
rate of the           Applicable Commitment Fee 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. For purposes of calculating the average daily unused
amount of           the Aggregate Commitment, outstanding Swing Line Loans shall not be
considered           usage of the Aggregate Commitment. 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. (i) Interest on all Loans (other than
          Eurocurrency Rate Loans denominated in Pounds Sterling, Base Rate Loans with
          respect to which interest is calculated by reference to the Alternate Base Rate
          and USD Swing Line Loans), including all Syndicated Canadian Loans and all fees
          shall be calculated for actual days elapsed on the basis of a 360-day year
          (except as provided otherwise in the Syndicated Canadian Addendum). Interest on
          (a) Base Rate Loans with respect to which interest is calculated by reference
to           the Alternate Base Rate and USD Swing Line Loans and (b) Eurocurrency Rate
Loans           denominated in Pounds Sterling and Syndicated Canadian Loans shall in
each case           be calculated for actual days elapsed on the basis of a 365-day year
or, when           appropriate, 366-day year; provided that Stamping Fees shall be
          calculated for actual days elapsed on the basis of a 365-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.  




        (ii)
          For purposes of the Interest Act (Canada), (a) whenever any interest or
          fee under this Agreement or any of the other Loan Documents is calculated using
          a rate based on a year of 360 days or 365 days, as the case may be, the rate
          determined pursuant to such calculation, when expressed as an annual rate, is
          equivalent to (1) the applicable rate based on a year of 360 days or 365 days,
          as the case may be, (2) multiplied by the actual number of days in the calendar
          year in which the period for which such interest or fee is payable (or
          compounded) ends, and (3) divided by 360 or 365, as the case may be, (b) the
          principle of deemed reinvestment of interest does not apply to any interest
          calculation under this Agreement, and (c) the rates of interest stipulated in
          this Agreement are intended to be nominal rates and are not effective rates or
          yields.  




        (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.  




46 










        (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 and repayment 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.  




        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 (other than in respect of any Loan
denominated in Canadian Dollars), the Federal Funds Effective Rate for such day or (ii)
in the case of payment by a Lender in respect of any Loan denominated in Canadian
Dollars, the sum of the Canadian Prime Rate plus two percent (2%), or (iii) 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
Termination Date. This Agreement shall be effective until the Termination Date.
Notwithstanding the termination of this Agreement on the Termination 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.  




        2.19
Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due from a Borrower hereunder or under the Syndicated Canadian
Addendum in the currency expressed to be payable herein or under the Syndicated Canadian
Addendum (the “specified currency”) into another currency, the parties
hereto agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking procedures the
Global Administrative Agent could purchase the specified currency with such other
currency at the Global Administrative Agent’s main office in New York, New York on
the Business Day preceding that on which the final, non-appealable judgment is given. The
obligations of each Borrower in respect of any sum due to any Lender or the Global
Administrative hereunder or under the Syndicated Canadian Addendum shall, notwithstanding
any judgment in a currency other than the specified currency, be discharged only to the
extent that on the Business Day following receipt by such Lender or the Global
Administrative Agent (as the case may be) of any sum adjudged to be so due in such other
currency such Lender or the Global Administrative Agent (as the case may be) may in
accordance with normal, reasonable banking procedures purchase the specified currency
with such other currency. If the amount of the specified currency so purchased is less
than the sum originally due to such Lender or the Global Administrative Agent, as the
case may be, in the specified currency, each Borrower agrees, to the fullest extent that
it may effectively do so, as a separate obligation and notwithstanding any such judgment,
to indemnify such Lender or the Global Administrative Agent, as the case may be, against
such loss, and if the amount of the specified currency so purchased exceeds (a) the sum
originally due to any Lender or the Global Administrative Agent, as the case may be, in
the specified currency and (b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such Lender under Section
11.2, such Lender or the Global Administrative Agent, as the case may be, agrees to
remit such excess to such Borrower.  




47 










        2.20
Termination as Borrower. So long as the principal of and interest on any Loans or
Advances made to any Foreign Borrower under this Agreement or the Syndicated Canadian
Addendum shall have been repaid or paid in full and all other obligations of such Foreign
Borrower under this Agreement and the Syndicated Canadian Addendum shall have been fully
performed, Harley may, by not less than five (5) Business Days’ prior notice to the
Global Administrative Agent (which shall promptly notify the Lenders thereof), terminate
such Foreign Borrower’s rights and obligations as a “Borrower”.  




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  







	 	        (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;  








48 









        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
or Syndicated Canadian 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 or Canada (if applicable)
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.  




        Notwithstanding
any other provision of this Section 3.2, the U.K. Borrower shall not be obliged to
make any increased payment pursuant to this Section 3.2 to the extent that the
relevant cost, increased cost, reduction or liability is compensated for by any payment
calculated in accordance with the Mandatory Cost or represents Excluded Taxes. 



        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 or the
Global Swing Line Lender with respect to Swing Line Loans determine that (x) deposits of
a type, currency and maturity appropriate to match fund Fixed Rate Advances or Swing Line
Loans, as applicable, are not available or (y) the interest rate applicable to a Fixed
Rate Advance or Swing Line Loan does not accurately reflect the cost of making or
maintaining such a Fixed Rate Advance or Swing Line Loans, then the Global Administrative
Agent shall suspend the availability of Fixed Rate Advances or such Swing Line Loans of
the affected Type or in the affected currency and, in the case of any occurrence set
forth in clause (i), require any affected Fixed Rate Advances or Swing Line Loans to be
repaid or, in the case of Eurocurrency Rate Loans in Dollars, at the option of the
applicable U.S. Borrower, converted to Base Rate Advances or, in the case of any Loans to
the Canadian Borrower, at the option of the Canadian Borrower, converted to Canadian
Prime Rate Advances.  




49 










        (b)
          If the Index is unavailable, (i) the 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 Eurocurrency Rate Advance will
          automatically, on the last day of the then existing Interest Period therefor,
          convert into a Floating Rate Advance denominated in Dollars, and (iv) the
          obligation of the Lenders to make, or to convert Advances into, Eurocurrency
          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 Eurocurrency Rate Advances and Floating Rate Advances during the
          period of the first 60 days after the notification by the 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, (B) with respect to calculating the Applicable
          Commitment Fee during the period when the Index is unavailable and an
          alternative method for determining the Applicable Commitment Fee has not been
          agreed upon by the Borrowers and the Lenders, such fee shall be equal to 15% of
          the Applicable Margin as calculated in the foregoing clause (A) and the
          following clause (C) and (C) 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.  




        3.4
Funding Indemnification. If any payment of a Fixed Rate Advance, Fixed Rate Swing
Line Loan 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 Fixed Rate Swing Line
Loans, 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, Fixed Rate Swing
Line Loan 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, Fixed Rate Swing
Line Loan 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 or, in the case of a deduction made under tax legislation in the United
Kingdom or England and Wales, evidence reasonably satisfactory to the Global
Administrative Agent that the deduction has been made. Each Syndicated Global Lender
which is not otherwise a Qualifying Lender hereby agrees to fund its Syndicated Global
Loans to the U.K. Borrower through an office, branch or Affiliate, if any, resident in
the United Kingdom for United Kingdom tax purposes.  




50 










        (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 (but excluding any
participations and transfers pursuant to Section 2.2(E)) 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”).  




        (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.  




51 










        (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)
               The U.K. Borrower and/or any Guarantor is not required to make an
increased                payment to the Global Administrative Agent or a Lender under
this Section                3.5 with respect to Taxes imposed, nor any deductions
required, by the                United Kingdom in respect of a payment of interest
(including any items                classified as interest by the relevant taxing
authority) on a Loan, if on the                date on which the payment falls due:  




	 	        (a)
               the payment could have been made to the relevant Lender without a
deduction for                Taxes if it was a Qualifying Lender, but on that date that
Lender is not or has                ceased to be a Qualifying Lender other than as a
result of any change after the                date it became a Lender under this
Agreement in (or in the interpretation,                administration, or application of)
any law or Treaty, or any published practice                or concession of any relevant
taxing authority; or  







	 	        (b)
               (1) the relevant Lender is a Qualifying Lender solely under sub-paragraph
(ii)                of the definition of Qualifying Lender; (2) an officer of the HMRC
has given                (and not revoked) a direction (a “Direction”)
under section 931                of the ITA (as that provision has effect on the date on
which the relevant                Lender became a Lender) which relates to that payment
and that Lender has                received from the U.K. Borrower a certified copy of
that Direction; and (3) the                payment could have been made to the Lender
without any deduction for Tax in the                absence of that Direction; or  







	 	        (c)
               the relevant Lender is a Treaty Lender and either (1) neither of the
following                conditions have been satisfied (A) notice under the relevant
Treaty has been                given by the HMRC to the U.K. Borrower or the relevant
Guarantor authorizing the                U.K. Borrower or the relevant Guarantor to make
such payment without deduction                for Tax or (B) the Global Administrative
Agent has obtained provisional                authority under the PTR Scheme authorizing
the relevant Borrower to make such                payment without deduction for Tax and
such provisional authority has not been                withdrawn or revoked or (2) the
U.K. Borrower or the relevant Guarantor is able                to demonstrate that the
payment could have been made to the Lender without                deduction for Tax had
that Lender complied with its obligation in paragraphs                (vii) or (viii) below.  







        (vii)
               Each Treaty Lender and the U.K. Borrower shall use reasonable efforts to
               co-operate in completing any procedural formalities necessary for the U.K.
               Borrower to obtain authorization to make that payment without a deduction
for                Tax or allow the relevant Treaty Lender to recover such Taxes where
any such                payment has been made subject to a deduction for Tax.  




        (viii)
               PTR Scheme  




	 	        (a)
               Each Treaty Lender:  







52 










	 	        (1)
               irrevocably appoints the Global Administrative Agent to act as syndicate
manager                under, and authorizes the Global Administrative Agent to operate,
and take any                action necessary or desirable under, the PTR Scheme in
connection with this                Agreement;  







	 	        (2)
               shall co-operate with the Global Administrative Agent in completing any
               procedural formalities necessary under the PTR Scheme, and shall promptly
supply                to the Global Administrative Agent such information as the Global
Administrative                Agent may request in connection with the operation of the
PTR Scheme;  







	 	        (3)
               without limiting the liability of the U.K. Borrower under this Agreement,
shall,                within 30 Business Days of demand, indemnify the Global
Administrative Agent for                any liability or loss incurred by the Global
Administrative Agent as a result of                the Global Administrative Agent acting
as syndicate manager under the PTR Scheme                in connection with the Treaty
Lender’s participation in any Loan (except to                the extent that the
liability or loss arises directly from the Global                Administrative Agent’s
gross negligence or willful misconduct); and  







	 	        (4)
               agrees to, indemnify the U.K. Borrower and each Guarantor for any Tax or
               increased Tax or any interest or penalties associated therewith which the
U.K.                Borrower or such Guarantor becomes liable to pay in respect of any
payments made                to such Treaty Lender arising as a result of any incorrect
information supplied                by such Treaty Lender which results in a provisional
authority issued by the                HMRC under the PTR Scheme being withdrawn.
Payments due under this                indemnification shall be made within 30 Business
Days of demand by U.K. Borrower                or the applicable Guarantor.  







            (b)
               The U.K. Borrower acknowledges that it is fully aware of its contingent
               obligations under the PTR Scheme and shall:  




	 	        (1)
               promptly supply to the Global Administrative Agent such information as the
               Global Administrative Agent may request in connection with the operation
of the                PTR Scheme; and  







	 	        (2)
               act in accordance with any provisional notice issued by the HMRC under the
PTR                Scheme.  







            (c)
               The Global Administrative Agent agrees to provide, as soon as reasonably
               practicable, a copy of any provisional authority issued to it under the
PTR                Scheme in connection with any Loan to the U.K. Borrower.  




            (d)
               All of the parties hereto acknowledge that the Global Administrative
Agent:  




	 	        (1)
               is entitled to rely completely upon information provided to it in
connection                with sub-paragraph (a) or (b) above;  







	 	        (2)
               is not obliged to undertake any enquiry into the accuracy of such
information,                nor into the status of the Treaty Lender or, as the case may
be, U.K. Borrower                providing such information; and  







53 










	 	        (3)
               shall have no liability to any person for the accuracy of any information
it                submits in connection with paragraph (a)(1) above.  







            (e)
               In this Clause “PTR Scheme” means the Provisional Treaty Relief
scheme                as described in the HMRC (formerly the Inland Revenue) Guidelines
dated January                2003 and administered by the HMRC.  




        (ix)
               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 Canadian
Bank or                the Global Swing Line Lender in respect of Canadian Swing Line
Loans to the                Canadian Borrower, such Syndicated Canadian Bank or Global
Swing Line Lender to                the extent it is neither incorporated under the laws
of a jurisdiction in Canada                nor deemed to be a resident in Canada for
purposes of Part XIII of the Income                Tax Act (Canada) (each a “Non-Canadian
Lender”) agrees that                it will deliver to each of the Canadian
Borrower and the Global Administrative                Agent a certificate of a duly
authorized officer of such Non-Canadian Lender to                the effect that such
Non-Canadian Lender is capable under the provisions of an                applicable tax
treaty or under the provisions of applicable law of receiving,                and
enabling the Canadian Borrower under the provisions of the Income Tax Act
               (Canada) to make, payments of interest or fees with respect to the
               Syndicated Canadian Loans and Canadian Swing Line Loans to the Canadian
Borrower                without deduction or withholding of income tax (such certificate,
a                “Canadian Exemption Certificate”). Each Non-Canadian
Lender                further undertakes to deliver to each of the Canadian Borrower and
the Global                Administrative Agent a replacement certificate of a duly
authorized officer of                such Non-Canadian Lender before or promptly upon the
occurrence of any event                requiring a change in the Canadian Exemption
Certificate so delivered by it. All                certificates described in the
preceding sentences shall certify that such                Non-Canadian Lender is
entitled to receive interest or fees under this Agreement                or the
Syndicated Canadian Addendum without deduction or withholding of any
               applicable 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                certificates inapplicable or which would prevent such
Non-Canadian Lender from                duly completing and delivering any such
certificate with respect to it and such                Non-Canadian Lender advises the
Canadian Borrower and the Global Administrative                Agent that it is not
capable of receiving payments without any deduction or                withholding of
applicable income tax.  




        (x)
               For any period during which a Non-Canadian Lender has failed to provide
the                Canadian Borrower with an appropriate Canadian Exemption Certificate
as required                pursuant to clause (ix) 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 Canadian Exemption Certificate
originally was required to be provided), such                Non-Canadian Lender shall
not be entitled to indemnification under this Section 3.5 with respect to Taxes
imposed by the applicable jurisdiction                in Canada; provided that,
should a Non-Canadian 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 Canadian Exemption Certificate                required under clause
(ix), above, the Canadian Borrower shall take such                steps as such
Non-Canadian Lender shall reasonably request to assist such                Non-Canadian
Lender to recover such Taxes. In addition, neither any Syndicated                Canadian
Bank nor the Global Swing Line Lender shall be entitled to                indemnification
under this Section 3.5 with respect to Taxes imposed by                the
applicable jurisdiction in Canada other than indemnity obligations under
               this Section 3.5 arising out of a change after the Closing Date in
any                applicable treaty, law or regulation, or any change in the
interpretation or                administration thereof by any governmental authority.  




        (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).  



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        (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 (but
excluding any                participations and other transfers pursuant to Section
2.2(E)) 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. Notwithstanding the foregoing or anything
else contained in this Section 3.5, in the event of a participation or transfer
pursuant to Section 2.2(E), the participant shall be entitled to the
indemnification                under Sections 3.5(i) and 3.5(iii) in
respect of any payments                received pursuant to such participation or
transfer.  




        (xiii)
               Where this Agreement or any Note requires the relevant Borrower or
Guarantor to                reimburse a Lender or the Global Administrative Agent for any
costs or expenses,                such Borrower or Guarantor shall also at the same time
pay and indemnify the                relevant Lender or the Global Administrative Agent
(as applicable) against all                United Kingdom value added tax (“VAT”)
incurred by such Lender                or the Global Administrative Agent (as applicable)
in respect of the costs or                expenses to the extent that such Lender or the
Global Administrative Agent (as                applicable) reasonably determines that
neither it nor any other member of any                group of which it is a member for
VAT purposes is entitled to credit or                repayment from the relevant tax
authority in respect of VAT.  




        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.  




55 










        3.7
Non-U.S. Reserve Costs or Fees. If, any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive of any jurisdiction
outside of the United States of America or any subdivision thereof and outside of England
and Wales or any subdivision thereof (whether or not having the force of law), imposes or
deems applicable any reserve requirement against or fee with respect to assets of,
deposits with or for the account of, or credit extended by, any Lender or any applicable
Lending Installation (other than any Tax), and the result of the foregoing is to increase
the cost to such Lender or applicable Lending Installation of making or maintaining its
Loans to any Foreign Borrower or its Commitment, Swing Line Commitment or Syndicated
Canadian Commitment to any Borrower or to reduce the return received by such Lender or
applicable Lending Installation in connection with such Loans to any Foreign Borrower or
Commitment, Swing Line Commitment or Syndicated Canadian Commitment to any Foreign
Borrower, then, within 15 days of demand by such Lender, such Foreign Borrower shall pay
such Lender such additional amount or amounts as will compensate such Lender for such
increased cost or reduction in amount received.  




        3.8
Replacement of Affected Lenders. If, any Lender requests compensation under Section
3.1, 3.2 or 3.7, or if any Borrower is required to pay any additional
amount pursuant to Section 3.5, or if any Lender defaults in its obligation
to fund Loans hereunder, 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, 3.2 or 3.7 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, 2007, no event,
development or circumstance shall have occurred that has had, or could reasonably be
expected to have, a material adverse effect on the financial condition of Harley and its
subsidiaries taken as a whole and (ii) 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 and HDFS for the two most recent fiscal years ended prior to the Closing Date as
to which such financial statements are available and (2) satisfactory unaudited interim
consolidated financial statements of Harley and HDFS for the quarter ended March 31, 2008
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 Agreements, 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
any of the Existing Credit Agreements hereby waives any requirement of five (5) Business
Days notice by the “Borrower(s)” under such Existing Credit Agreement(s) prior
to the reduction of the commitments thereunder and the termination thereof.  




56 










        4.2
Each Loan. Except as expressly provided in Sections 2.2(E),2.9.1(d),
2.9.2(d), 2.9.2(f), and 2.9.3(d), no Lender shall be required to
make any Loan unless on the applicable Borrowing Date:  




	 	        (i)
               there exists no Default or Unmatured Default; and  







	 	        (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 and (3) on and as
of the effective date of any                increase in the Commitments (if any).  







        Each
Borrowing Notice with respect to each Loan or Advance shall 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. 



        4.3
Initial Advance to the Canadian Borrower. No Syndicated Canadian Bank shall be
required to make any Syndicated Canadian Loans to the Canadian Borrower unless the
Canadian Borrower has furnished or caused to be furnished to the Global Administrative
Agent with sufficient copies for the Syndicated Canadian Banks:  




        (A)
          The Syndicated Canadian Addendum executed and delivered by the Canadian
Borrower           and, if requested by the Global Administrative Agent, containing the
written           consent of Harley thereon.  




        (B)
          Copies of the Certificate of Incorporation (or other comparable constituent
          document) of the Canadian Borrower, together with all amendments and a
          certificate of good standing, both certified by the appropriate governmental
          officer in its jurisdiction of organization.  




        (C)
          Copies, certified by the Secretary or Assistant Secretary of the Canadian
          Borrower, of its By-Laws (or other comparable governing document) and of its
          Board of Directors’ (or comparable governing body’s) resolutions (and
          resolutions of other bodies, if any are deemed necessary by the Global
          Administrative Agent) approving the Syndicated Canadian Addendum.  




        (D)
          An incumbency certificate, executed by the Secretary, Assistant Secretary,
          Director or Authorized Officer of the Canadian Borrower, which shall identify
by           name and title and bear the signature of the officers of the Canadian
Borrower           authorized to sign the Syndicated Canadian Addendum and the other
documents to           be executed and delivered by the Canadian Borrower hereunder, upon
which           certificate the Global Administrative Agent and the Lenders shall be
entitled to           rely until informed of any change in writing by Harley or the
Canadian Borrower.  




        (E)
          An opinion of counsel to the Canadian Borrower, in a form reasonably acceptable
          to the Global Administrative Agent and its counsel.  




        (F)
          Promissory notes payable to each of the Syndicated Canadian Banks requesting
          promissory notes;  




57 










        (G)
          Such other instruments, documents or agreements as the Global Administrative
          Agent or its counsel may reasonably request, all in form and substance
          reasonably satisfactory to the Global Administrative Agent and its counsel.  




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.  




        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, 2007, 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, and the
Consolidated balance sheet of Harley and its Subsidiaries as at March 30, 2008, and the
related Consolidated statements of income and cash flows of Harley and its Subsidiaries
for the three months then ended, duly certified by the chief financial officer or
treasurer of Harley, copies of which have been furnished to each Lender, fairly present
in all material respects, subject, in the case of said balance sheet as at March 30,
2008, and said statements of income and cash flows for the three months then ended, to
the absence of footnotes and to year-end audit adjustments, 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 dates, all in
accordance with generally accepted accounting principles consistently applied.  




        5.1.6
   Material Adverse Change.  Since December 31, 2007, there has been no Material Adverse
Change. 




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        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.  




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 6.2.2 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.  




59 










        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.  




        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.  




        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;  





60 









            (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;  




            (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).  




        6.2
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
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:  



61 











            (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 6.2.1(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 6.2.1(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;  




            (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 6.2.1.  




62 










        6.2.2
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.  




        6.2.3
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.  




        6.2.4
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.  




        6.2.5
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.  




        6.2.6
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.  




        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
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.  







63 










	 	        “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 and (e) other non-cash or extraordinary charges minus (f) 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 (e) 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
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
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.  







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







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







	 	        “Subordinated
Indebtedness” means Indebtedness of HDFS 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
          $300,000,000.  




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




        (D)
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.  




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            (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, 6.2, 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.  




            (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 accelerate the maturity of such
          Indebtedness; 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.  




65 










            (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.  




            (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 6.2.2, 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 (including without limitation Syndicated Canadian           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
          (including without limitation Syndicated Canadian 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.  




66 










            (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.  




        8.2
Defaulting Lender. In the event that any Lender fails to fund its Pro Rata Share
or Syndicated Canadian Pro Rata Share (as applicable) of any Syndicated Global Advance or
Syndicated Canadian 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”),
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 such Lender shall be deemed to have cured its failure to fund its Pro
Rata                Share of any Syndicated Global Advance or Syndicated Canadian Pro
Rata Share of                any Syndicated Canadian Advance at such time as an amount
equal to such                Lender’s original Pro Rata Share or Syndicated Canadian
Pro Rata Share (as                applicable) of the requested principal portion of such
Advance is fully funded                to the applicable Borrower, whether made by such
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
               Lender’s failure to fund its Pro Rata Share of any Syndicated Global
               Advance or Syndicated Canadian Pro Rata Share of any Syndicated Canadian
Advance                shall be redenominated in the relevant currency and shall bear
interest at the                rate applicable to Syndicated Global Loans which are Base
Rate Loans or                Syndicated Canadian Loans which are Canadian Prime Rate
Loans (as applicable),                in effect from time to time, and for all other
purposes of this Agreement shall                be treated as if they were Base Rate
Loans or Canadian Prime Rate Loans (as                applicable);  







	 	        (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 or Canadian Prime                Rate Loans shall be applied first,
ratably to all Base Rate Loans or                Canadian Prime Rate Loans (as
applicable) constituting Non Pro Rata Loans, second, ratably to Base Rate Loans or
Canadian Prime Rate Loans (as                applicable) other than those constituting
Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans or
Canadian Prime Rate Loans (as                applicable) constituting Cure Loans;  








67 









	 	        (v)
               for so long as and until the earlier of any such Lender’s cure of the
               failure to fund its Pro Rata Share of any Syndicated Global Advance or
               Syndicated Canadian Pro Rata Share of any Syndicated Canadian Advance and
the                termination of the Commitments or Syndicated Canadian Commitments (as
               applicable), (1) the term “Required Lenders” for purposes of
this                Agreement shall mean Lenders (excluding all Lenders whose failure to
fund their                respective Pro Rata Share of such Advance have not been so
cured) whose Pro Rata                Shares represent greater than fifty-one percent
(51%) of the aggregate Pro Rata                Shares of such Lenders and (2) the term
“Required Syndicated Canadian                Banks” for purposes of this
Agreement shall mean Syndicated Canadian Banks                (excluding all Syndicated
Canadian Banks whose failure to fund their respective                Syndicated Canadian
Pro Rata Share of such Advance have not been so cured) whose                Syndicated
Canadian Pro Rata Shares represent greater than fifty-one percent                (51%) of
the aggregate Syndicated Canadian Pro Rata Shares of such Syndicated
               Canadian Banks; and  







	 	        (vi)
               for so long as and until any such Lender’s failure to fund its Pro
Rata                Share of any Syndicated Global Advance or Syndicated Canadian Pro
Rata Share of                any Syndicated Canadian Advance is cured in accordance with
Section                8.2(ii), such Lender shall not be entitled to any fees with
respect to its                Commitment or Syndicated Canadian Commitment (as
applicable), which fees shall                accrue in favor of the Lenders which have
funded their respective Pro Rata Share                or Syndicated Canadian Pro Rata
Share (as applicable) of such requested Advance                and shall be allocated
among such performing Lenders ratably based upon their                relative
Commitments or Syndicated Canadian Commitments (as applicable).  







        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 (a) no such supplemental agreement shall, without the consent of
each Lender directly affected thereby:  




	 	        (i)
               postpone or extend the Termination 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”, “Required
Syndicated Canadian Banks”,                “Pro Rata Share” or “Syndicated
Canadian Pro Rata Share”;  







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








68 









	 	        (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;  







	 	        (ix)
               amend this Section 8.3;  







        and
(b) any supplemental agreement amending or modifying any provision of the Syndicated
Canadian Addendum only requires the written consent of the Canadian Borrower, the Required
Syndicated Canadian Banks and the Global Administrative Agent. 



        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. No
amendment of any provision of this Agreement relative to the Global Swing Line Lender
shall be effective without the written consent of the Global Swing Line Lender. 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, 3.5 and 3.7, 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. 



        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.  





69 









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.  




        (A)
Expenses. The Borrowers shall reimburse the Global Administrative Agent,
               the Global Swing Line Lender 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, the Global                Swing Line Lender
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.  




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        (B)
Indemnity. Each of the Borrowers further agrees to defend, protect,
               indemnify, and hold harmless the Global Administrative Agent, the Global
Swing                Line Lender, 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. 



        (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, the Global Swing Line 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.  



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        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.  




        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, the
Global Swing Line Lender and the Global Administrative Agent shall be solely that of
borrower or guarantor and lender. Neither the Global Administrative Agent, nor the Global
Swing Line Lender nor any Lender shall have any fiduciary responsibilities to any of the
Companies. Neither the Global Administrative Agent, nor any Lender, nor the Global Swing
Line 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.  




        9.12
WAIVER OF JURY TRIAL. EACH OF THE COMPANIES, THE GLOBAL ADMINISTRATIVE AGENT, THE
GLOBAL SWING LINE LENDER 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.  





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        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. Each Foreign Borrower
irrevocably designates and appoints HDFS, as its authorized agent, to accept and
acknowledge on its behalf, service of any and all process which may be served in any
suit, action or proceeding of the nature referred to in Section 9.11 in any federal or
New York State court sitting in New York County. HDFS hereby represents, warrants and
confirms that HDFS has agreed to accept such appointment. Said designation and
appointment shall be irrevocable by each Foreign Borrower until all Loans, all interest
thereon and all other amounts payable by such Borrower hereunder and under the other Loan
Documents shall have been paid in full in accordance with the provisions hereof and
thereof. Each Foreign Borrower hereby consents to process being served in any suit,
action or proceeding of the nature referred to in Section 9.11 in any federal or New York
State court sitting in New York County by service of process upon HDFS as provided in
this Section 9.15. Each Foreign Borrower irrevocably waives, to the fullest extent
permitted by law, all claim of error by reason of any such service in such manner and
agrees that such service shall be deemed in every respect effective service of process
upon such Borrower in any such suit, action or proceeding and shall, to the fullest
extent permitted by law, be taken and held to be valid and personal service upon and
personal delivery to such Borrower. To the extent any Foreign Borrower has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal process
(whether from service or notice, attachment prior to judgment, attachment in aid of
execution of a judgment, execution or otherwise), such Borrower hereby irrevocably waives
such immunity in respect of its obligations under the Loan Documents. 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 either
as a Lender or the Global Swing Line Lender, or any or all of the foregoing) 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.  




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        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.  




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        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, Swing Line Commitment or
Syndicated Canadian 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”,
“Syndicated Canadian Bank” or “Global Swing Line Lender”, 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.  




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        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
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 or
the Global Swing Line Lender under applicable law, if any Default occurs and is
continuing, any indebtedness from any Lender or the Global Swing Line 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 or the Global Swing Line Lender and the other Obligations, whether
or not the Obligations, or any part hereof, shall then be due.  




        11.2
Ratable Payments. (a) 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.  





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        (b)
          If any Syndicated Canadian Bank, whether by setoff or otherwise, has payment
          made to it upon its Syndicated Canadian 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 Canadian Bank,
          such Syndicated Canadian Bank agrees, promptly upon demand, to purchase a
          portion of the Syndicated Canadian Loans held by the other Syndicated Canadian
          Banks so that after such purchase each Syndicated Canadian Bank will hold its
          ratable proportion of Syndicated Canadian Loans. If any Syndicated Canadian
          Bank, 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
Canadian Bank           agrees, promptly upon demand, to take such action necessary such
that all           Syndicated Canadian Banks share in the benefits of such collateral
ratably in           proportion to their Syndicated Canadian Loans. In case any such
payment is           disturbed by legal process, or otherwise, appropriate further
adjustments shall           be made.  




ARTICLE XII
                                                            GUARANTEE 



        In
order to induce the Lenders to extend credit hereunder, 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;  








77 









	 	        (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;  







	 	        (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. 



78 










        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 in a currency other than Dollars and/or at a place of payment other than as
designated in this Agreement or the Syndicated Canadian Addendum and if, by reason of any
Change in Law (as defined in Section 3.1), disruption of currency or foreign exchange
markets, war or civil disturbance or other event, payment of such Obligations in such
currency or 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 Dollars (based upon
the applicable Exchange Rate in effect on the date of payment) and/or in the applicable
place designated in this Agreement or the Syndicated Canadian Addendum, 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 Termination 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 6.2.2 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. 




79 









        Notwithstanding
anything contained in this Article XII to the contrary, no Guarantor shall be liable
hereunder for any of the Loans made to, or any other Obligation of, Harley. 



ARTICLE XIII
                                       BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 



        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, any Commitment or Syndicated Canadian 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 or Syndicated Canadian
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.  



80 











        (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.  




        (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, Syndicated Canadian Commitment, Swing Line
          Commitment, all Loans owing to it, all of its participation interests in
          Syndicated Canadian Loans and Swing Line Loans, and its obligation to
          participate in additional Syndicated Canadian Loans and Swing Line Loans
          hereunder) 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,
Loans and the Syndicated           Canadian Loan participations and Swing Line Loan
participations 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.  




81 










        (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.  




        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.  




82 










        (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.  




        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.  



83 











        14.2
Change of Address. Any of the Companies, the Global Administrative Agent, the
Global Swing Line Lender 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).  




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] 













84 











        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 
		      and Treasurer
		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
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  














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

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President, Acting Chief Financial
		                   Officer, and Treasurer
	

 	Address:
		222 W. Adams Street
		Suite 2000
		Chicago, IL 60606
	
 	Attention: Treasurer
		Telephone No.: (312) 696-5375
		Facsimile No.: (312) 368-4372




















Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  




















		HARLEY-DAVIDSON FINANCIAL SERVICES EUROPE LIMITED,
		as the U.K. Borrower
	
 	   Signed for and on behalf of Harley-Davidson
	 	   Financial Services Europe Limited by Perry A.
	 	   Glassgow, its duly Authorised Signatory, acting by
	 	   Power of Attorney
	
 	   By:  /s/ Perry A. Glassgow
		   Name: Perry A. Glassgow
		   Title: Authorised Signatory
	

 	Address:
	 	222 W. Adams Street
	 	Suite 2000
	 	Chicago, IL 60606
	 
 	Attention: Treasurer
		Telephone No.: (312) 696-5375
		Facsimile No.: (312) 368-4372














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  




















		HARLEY-DAVIDSON FINANCIAL SERVICES CANADA, INC.,
		as the Canadian Borrower
	

 	By:  /s/ Perry A. Glassgow
		Name: Perry A. Glassgow
		Title: Vice-President and Treasurer
	
 	Address:
		222 W. Adams Street
		Suite 2000
		Chicago, IL 60606
	
 	Attention: Treasurer
		Telephone No.: (312) 696-5375
		Facsimile No.: (312) 368-4372





 










Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  



















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

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Acting Chief Financial Officer,
		                  Vice President, Treasurer and
		                  Assistant Secretary
	

 	Address:
		222 W. Adams Street
		Suite 2000
		Chicago, IL 60606
	
 	Attention: Treasurer
		Telephone No.: (312) 696-5375
		Facsimile No.: (312) 368-4372














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  



















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

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President and Acting
		                  Chief Financial Officer
	

 	Address:
		222 W. Adams Street
		Suite 2000
		Chicago, IL 60606
	
 	Attention: Treasurer
		Telephone No.: (312) 696-5375
		Facsimile No.: (312) 368-4372





 










Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  



















		HARLEY-DAVIDSON CREDIT CORP.,
		as a Guarantor
	

 	By:  /s/ Perry A. Glassgow
		        Name: Perry A. Glassgow
		        Title: Vice President and Treasurer
	

 	Address:
		222 W. Adams Street
		Suite 2000
		Chicago, IL 60606
	
 	Attention: Treasurer
		Telephone No.: (312) 696-5375
		Facsimile No.: (312) 368-4372




 










Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  


















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

 	By:  /s/ Robert P. Kellas
		Name: Robert P. Kellas
		Title: Executive Director
	
 	John K. Swint
		Phone 713-750-2494
		E-Mail john.k.swint@jpmorgan.com
		Fax 713-750-2938
	
 	JPMorgan Chase Bank
		1111 Fannin Street, Floor 10
		Houston, TX 77002-6925
	
 	In the case of Borrowing Notices for Advances in Pounds
		Sterling, euros and Swiss Francs:
	
 	J.P. Morgan Europe Limited
		125 London Wall
		London EC2Y 5AJ
	
 	Attention: Suchi P L
		Facsimile No.: +44-207-777-2360




 






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3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  
















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

 	By:  /s/ Kevin A. Ege
		Name: Kevin A. Ege
		Title: Vice President
	
 	Address:
		390 Greenwich Street
		New York, New York 10013




 










Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  













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

 	By:  /s/ Jean Tremblay
		Name: Jean Tremblay
		Title: Managing Director
	

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














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  













		BNP PARIBAS,
		as a Documentation Agent and as a Lender
	

 	By:  /s/ Jo Ellen Bender
		Name: Jo Ellen Bender
		Title: Managing Director
	

 	By:  /s/ Fikret Durmus
		Name: Fikret Durmus
		Title: Vice President
	
 	Address:
		209 S. LaSalle Ste 500
		Chicago, IL 60625
	
 	Attention: Jo Ellen Bender
		Telephone No.: 312-977-2225
		Facsimile No.: 312-977-1380














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  














		DEUTSCHE BANK AG, New York Branch,
		as a Documentation Agent and as a Lender
	

 	By:  /s/ Kirk Meighan
		Name: Kirk Meighan
		Title: Managing Director
	

 	By:  /s/ Eric Moskal
		Name: Eric Moskal
		Title: Director
	
 	Address:
		60 Wall Street
		New York, NY 10005
	
 	Attention: David Bitterman, Managing Director
		Telephone No.: (212) 250-0257
		Facsimile No.: (212) 797-0085














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  














		U.S. BANK, NATIONAL ASSOCIATION,
		as a Lender
	

 	By:  /s/ Brett M. Justman
		Name: Brett M. Justman
		Title: Vice President
	
 	Address:
		Mail Loc: MK-WI-T5CB
		777 East Wisconsin Avenue
		Milwaukee, WI 53202
	
 	Attention: Brett Justman
		Telephone No.: 414.765.5027
		Facsimile No.: 414.765.4632














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  











		MIZUHO CORPORATE BANK, LTD.,
		as a Lender
	

 	By:  /s/ Robert Gallagher
		Name: Robert Gallagher
		Title: Authorized Signatory
	
 	Address:
		[1251 Avenue of the Americas]
		[New York, NY 10020]
	
 	Attention: [Donna DeMagistris]
		Telephone No.: [212-282-3335]
		Facsimile No.: [212-282-4488]














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  











		MORGAN STANLEY BANK,
		as a Lender
	

 	By:  /s/ Daniel Twenge
		Name: Daniel Twenge
		Title: Authorized Signatory
	
 	
		1585 Broadway | Floor 02
		New York, NY 10036
		Phone: +1 212 761-2225
		Fax.: +1 212 507-2577














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  











		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, NY 10020
	
 	Attention: US Corporate Banking
		                    Wayne Yamanaka
		Facsimile No.: 212-782-6440 with a copy to
		                    312-696-4535














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  











		FORTIS BANK SA/NV, NEW YORK BRANCH,
		as a Lender
	

 	By:  /s/ John W. Deegan
		Name: John W. Deegan
		Title: Director & Group Head
	

 	By:  /s/ Steven D. Silverstein
		Name: Steven D. Silverstein
		Title: Director
	
 	Address:
		520 Madison Avenue
		New York, New York 10022
	
 	Attention: Douglas Riahi
		Telephone No.: 212-340-5321
		Facsimile No.: 212-340-5320














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  














		WELLS FARGO BANK, NATIONAL ASSOCIATION,
		as a Lender
	

 	By:  /s/ Joseph Giampetroni
		Name: Joseph Giampetroni
		Title: Senior Vice President
	
 	Address:
		230 W Monroe Street | Suite 2900
		Chicago, IL 60606
	
 	Attention: Wells Fargo Bank | US Corporate Banking
		Telephone No.: (312) 845-4397
		Facsimile No.: (312) 553-4783














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  













		FIFTH THIRD BANK,
		as a Lender
	

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














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  













		M&I MARSHALL & ILSLEY BANK,
		as a Lender
	

 	By:  /s/ James R. Miller
		Name: James R. Miller
		Title: Senior Vice President
	
 	Address:
		[770 N. Water St.]
		[Milwaukee, WI 53202]
	
 	Attention: [Leo Freeman]
		Telephone No.: [414-765-7943]
		Facsimile No.: [414-765-7670]














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  














		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 St. Suite 3600
		Pittsburgh, Pa 15258
		Attention: Jane Angelini
		Telephone No.: 412-234-0720
		Facsimile No.: 412-209-2089














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008  












		THE NORTHERN TRUST COMPANY,
		as a Lender
	

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














Signature Page to
3-Year Credit Agreement  
Harley-Davidson, Inc. et al  
July 2008