EXECUTION COPY 



364-DAY 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, 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,  



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
	
ARTICLE II		THE CREDITS	16
	
 	2.1	Syndicated Global Loans	16
		2.2	[Reserved]	17
		2.3	Optional Payments of Loans	17
		2.4	Reduction/Increase of Commitments	17
		2.5	Method of Borrowing Syndicated Global Advances	19
		2.6	Method of Selecting Types and Interest Periods; Determination of Applicable
			Margins	19
		2.7	Minimum Amount of Each Syndicated Global Advance	22
		2.8	Method of Selecting Types and Interest Periods for Conversion and Continuation of
			Syndicated Global Advances	22
		2.9	[Reserved]	22
		2.10	The Bid Rate Advances	23
		2.11	Default Rate	26
		2.12	Method of Payment	26
		2.13	Notes, Telephonic Notices	26
		2.14	Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis;
			Loan Accounts	27
		2.15	Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment
			Reductions	28
		2.16	Lending Installations	28
		2.17	Non-Receipt of Funds by the Global Administrative Agent	28
		2.18	Termination Date	28
	
ARTICLE III		CHANGE IN CIRCUMSTANCES	28
	
 	3.1	Yield Protection	28
		3.2	Changes in Capital Adequacy Regulations	29
		3.3	Availability of Types of Advances	30
		3.4	Funding Indemnification	30
		3.5	Taxes	30
		3.6	Mitigation; Lender Statements; Survival of Indemnity	32
		3.7	[Reserved]	33
		3.8	Replacement of Affected Lenders	33





i 










				  
	ARTICLE IV		CONDITIONS PRECEDENT	33
	
 	4.1	Initial Loans	33
		4.2	Each Loan	34
	
ARTICLE V		REPRESENTATIONS AND WARRANTIES	34
	
 	5.1	Representations and Warranties	34
	
ARTICLE VI		COVENANTS	35
	
 	6.1	Affirmative Covenants	35
		6.2	Negative Covenants	38
		6.3	Financial Covenants	40
	
ARTICLE VII		DEFAULTS	41
	
 	7.1	Defaults	41
	
ARTICLE VIII		ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES	43
	
 	8.1	Remedies	43
		8.2	Defaulting Lender	43
		8.3	Amendments	44
		8.4	Preservation of Rights	45
	
ARTICLE IX		GENERAL PROVISIONS	45
	
 	9.1	Survival of Representations	46
		9.2	Governmental Regulation	46
		9.3	Headings	46
		9.4	Entire Agreement	46
		9.5	Several Obligations; Benefits of this Agreement	46
		9.6	Expenses; Indemnification	46
		9.7	Numbers of Documents	47
		9.8	Accounting	47
		9.9	Severability of Provisions	47
		9.10	Nonliability of Lenders	48
		9.11	CHOICE OF LAW AND SUBMISSION TO JURISDICTION	48
		9.12	WAIVER OF JURY TRIAL	48
		9.13	No Strict Construction	48
		9.14	USA PATRIOT ACT	48
		9.15	Service of Process	49
	
ARTICLE X		THE GLOBAL ADMINISTRATIVE AGENT	49
	
 	10.1	Appointment; Nature of Relationship	49





ii 









				  
		10.2	Powers	49
		10.3	General Immunity	49
		10.4	No Responsibility for Loans, Creditworthiness, Recitals, Etc	50
		10.5	Action on Instructions of Lenders	50
		10.6	Employment of the Global Administrative Agent and Counsel	50
		10.7	Reliance on Documents; Counsel	50
		10.8	The Global Administrative Agent's Reimbursement and Indemnification	50
		10.9	Rights as a Lender	51
		10.10	Lender Credit Decision	51
		10.11	Successor Global Administrative Agent	51
		10.12	Co-Agents, Documentation Agent, Syndication Agent, etc	51
	
ARTICLE XI		SETOFF; RATABLE PAYMENTS	52
	
 	11.1	Setoff	52
		11.2	Ratable Payments	52
	
ARTICLE XII		GUARANTEE	52
	
ARTICLE XIII		BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	55
	
 	13.1	Successors and Assigns	55
		13.2	Participations	55
		13.3	Assignments	56
		13.4	Confidentiality	57
		13.5	Dissemination of Information	58
		13.6	Non-Use of HDFS' Licensed Marks	58
	
ARTICLE XIV		NOTICES	58
	
 	14.1	Giving Notice	58
		14.2	Change of Address	59
	
ARTICLE XV		COUNTERPARTS	59
	
 	15.1	Counterparts	59




 







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 Commitment and Acceptance
			(§ 2.4(b))




 








iv 










Schedules 



	Schedule I	--	Funding Protocols re: Syndicated Global Loans (Definitions,ss.2.6)
	
Schedule II	--	Intercompany Subordination Terms (Definitions)
	
Schedule 6.2.1(c)	--	Liens (ss.6.2.1(c))

















v 














364-DAY CREDIT
AGREEMENT 



        This
364-Day 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, 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,
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 or Syndicated Global Advance.  







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







	 	        “Aggregate
Commitment” means the aggregate of the Commitments of all the
Syndicated Global Lenders, as reduced or increased from time to time pursuant to the
terms hereof. The initial Aggregate Commitment is $950,000,000.  







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







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







	 	        “Agreement
Accounting Principles” means generally accepted accounting principles
as in effect from time to time in the United States, applied in a manner consistent with
that used by Harley in its preparation of its audited financial statements for the year
ended December 31, 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. 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
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.  







	 	        “Bankruptcy
Code” is defined in Article XII hereof.  







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







2 










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







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







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







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







	 	        “Bid
Rate Note” means a promissory note of a Global Borrower payable to
the order of any Syndicated Global Lender, in substantially the form of Exhibit B-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.  







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







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







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







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







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







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







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







	 	        “Change” is
defined in Section 3.2 hereof.  







3 









	 	         






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








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








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








	 	        “Company” means
any Borrower or Guarantor, individually, and “Companies” means
each of the Borrowers and Guarantors, collectively.  








	 	        “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.  








4 










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







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







	 	        “Consolidated
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.  







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







	 	        “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.  








5 









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







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







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







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







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







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







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







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








6 









	 	        “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.  







	 	        “Finco” means
HDFS, HDCC and HDFC.  







	 	        “Fixed
Rate Advance” means a Eurodollar Rate Advance.  







	 	        “Fixed
Rate Loan” means a Eurodollar Rate Loan.  







	 	        “Floating
Rate” means the Alternate Base Rate.  







	 	        “Floating
Rate Advance” means a Base Rate Advance.  







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







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







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







7 










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







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







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







	 	        “Guarantee” is
defined in Article XII hereof.  







	 	        “Guarantor” means
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.  







8 










	 	        “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.  







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








9 









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







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







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







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







10 










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







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







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







	 	        “Loan
Documents” means this Agreement, 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.  







	 	        “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.  







11 










	 	        “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.  







	 	        “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 and the Bid Rate Notes.  







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







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







	 	        “Other
Taxes” is defined in Section 3.5 hereof.  







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







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







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







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







	 	        “Permitted
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.  







12 










	 	        “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.  







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







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







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







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








13 










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







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







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







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







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







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







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







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







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







	 	        “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.  








14 








	 	         






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







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







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







	 	        “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.  







	 	        “Syndicated
Global Advance” means a borrowing consisting of simultaneous
Syndicated Global Loans of the same Type made to a Global Borrower by each of the
Syndicated Global Lenders pursuant to Section 2.1, and in the case of Eurodollar
Rate Advances, for the same Interest Period.  







	 	        “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.  







	 	        “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.  








15 









	 	        “Termination
Date” means the earlier of (a) July 15, 2009 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.  







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







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







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







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







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



ARTICLE II
                                                  THE CREDITS 



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




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







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







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







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




16 









        2.2
     [Reserved] 




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




        2.4
Reduction/Increase of Commitments.  




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




            (b)
Increase in Aggregate Commitment.  





17 









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




18 










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




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




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




19 










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




            (b)
Determination of Applicable Margin 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.  







	 	        “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.  







20 










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







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







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







	 	        “Status” means
Level I Status, Level II Status, Level III Status 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.  








21 









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




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




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




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




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




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




        2.9
     [Reserved] 





22 











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




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




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







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







23 










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







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







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







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







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







24 










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







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




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




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




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




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




25 










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




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




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




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




26 










        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.  




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




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




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




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




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





27 









        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, the Federal Funds Effective Rate
for such day or (ii) in the case of payment by a Borrower, the interest rate applicable
to the relevant Loan (including without limitation pursuant to Section 2.11 if
applicable).  




        2.18
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.  




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”),  




28 










	 	        (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;  







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



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




29 










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




        (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 Eurodollar Rate Advance will
          automatically, on the last day of the then existing Interest Period therefor,
          convert into a Floating Rate Advance, and (iv) the obligation of the Lenders to
          make, or to convert Advances into, Eurodollar Rate Advances shall be suspended
          until the earlier of the time that (x) the Global Administrative Agent shall
          notify the Borrowers and the Lenders that the Index is available or (y) the
          Borrowers and the Lenders agree on an alternative method for establishing the
          Applicable Margin; provided that (A) with respect to Eurodollar Rate
          Advances and Floating Rate Advances during the period of the first 60 days
after           the notification by the 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 or Bid Rate
Advance occurs on a date which is not the last day of the applicable Interest Period in
the case of a Fixed Rate Advance or the applicable maturity date in the case of a Bid
Rate Advance, whether because of acceleration, prepayment, assignment (to the extent such
assignment is effected pursuant to Section 3.8) or otherwise, or a Fixed Rate
Advance or Bid Rate Advance is not made or continued on the date specified by any
Borrower for any reason other than default by the Lenders, Harley and such Borrower
agrees to indemnify each Lender for any loss or cost (including lost profits) incurred by
it resulting therefrom, including, without limitation, any loss or cost in liquidating or
employing deposits acquired to fund or maintain the Fixed Rate Advance or Bid Rate
Advance, as the case may be.  




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





30 









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




        (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.  




31 










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




        (vi)
          [Reserved]  




        (vii)
          [Reserved]  




        (viii)
          [Reserved]  




        (ix)
          [Reserved]  




        (x)
          [Reserved]  




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




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




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




32 










        3.7
     [Reserved] 




        3.8
Replacement of Affected Lenders. If, any Lender requests compensation under Section
3.1 or 3.2, or if any Borrower is required to pay any additional amount
pursuant to Section 3.5, or if any Lender 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 or 3.2 or payments required to be made
pursuant to Section 3.5, such assignment will result in a reduction in such
compensation or payments with respect to the assignee Lender.  




ARTICLE IV
                                             CONDITIONS PRECEDENT 



        4.1
Initial Loans. This Agreement shall not become effective nor shall the Lenders be
required to make the initial Loans unless (i) since December 31, 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.  




33 










        4.2
Each Loan.  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. 



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).  





34 









        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. 




        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.  




35 










        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.  




        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;  





36 









            (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, 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.  




37 










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:  




            (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;  





38 









            (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.  




        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.  





39 









        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.  







	 	        “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.  







40 










	 	        “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.  




            (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.  





41 









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




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




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




            (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.  




42 










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



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



        8.1
Remedies 




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




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




        8.2
Defaulting Lender. In the event that any Lender fails to fund its Pro Rata Share
of any Syndicated Global Advance requested or deemed requested by the applicable Borrower
which such Lender is obligated to fund under the terms of this Agreement (the funded
portion of such Advance being hereinafter referred to as a “Non Pro Rata Loan”),
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 at such time as an amount equal to such
          Lender’s original Pro Rata Share of the requested principal portion of
such           Advance is fully funded to the applicable Borrower, whether made by such
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;  







43 










	 	        (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 shall bear
interest at the rate applicable to Syndicated Global Loans           which are Base Rate
Loans, in effect from time to time, and for all other           purposes of this
Agreement shall be treated as if they were Base Rate Loans;  







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







	 	        (v)          for
so long as and until the earlier of any such Lender’s cure of the           failure
to fund its Pro Rata Share of any Syndicated Global Advance and the           termination
of the Commitments, 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  







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







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




	 	        (i)          postpone
or extend the Termination Date or any other date fixed for any payment           of
principal of, or interest on, the Loans or any fees or other amounts payable           to
such Lender (except with respect to a waiver of the application of the           default
rate of interest pursuant to Section 2.11 hereof);  







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







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







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







44 










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







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







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







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







	 	        (ix)          amend
this Section 8.3.  







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



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



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




ARTICLE IX
                                              GENERAL PROVISIONS 




45 









         



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




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



46 











	 	        (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 or any Indemnitee is a party thereto) unless such settlement
          releases all Indemnitees from any and all liability with respect thereto.  




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




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




        9.8
Accounting. Except as provided to the contrary herein, all accounting terms used
herein shall be interpreted and all accounting determinations hereunder shall be made in
accordance with Agreement Accounting Principles.  




        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.  




47 










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




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




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




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




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



48 











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




ARTICLE X
                                         THE GLOBAL ADMINISTRATIVE AGENT 



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




        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.  




49 










        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.  




        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.  




50 










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




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




        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.  




51 










ARTICLE XI
                                           SETOFF; RATABLE PAYMENTS 



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




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




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. 



52 










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



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







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







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







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







	 	        (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. 



53 










        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. 



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



        Until
the Obligations have been paid in full in cash and the 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. 




54 









        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 or any Commitment of such Lender or any other interest           of
such Lender under the Loan Documents on a pro rata basis. In the event of any
          such sale by a Lender of participating interests to a Participant, such
          Lender’s obligations under the Loan Documents shall remain unchanged, such
          Lender shall remain solely responsible to the other parties hereto for the
          performance of such obligations, such Lender shall remain the owner of all
Loans           for all purposes under the Loan Documents, all amounts payable by any
Borrower           under this Agreement shall be determined as if such Lender had not
sold such           participating interests, and such Borrower and the Global
Administrative Agent           shall continue to deal solely and directly with such
Lender in connection with           such Lender’s rights and obligations under the
Loan Documents except that,           for purposes of Article III hereof, the
Participants shall be entitled to           the same rights as if they were Lenders
provided however that no Participant           shall be entitled to receive any greater
payment under Article III than           the Lender would have been entitled to
receive with respect to the rights           participated.  




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




55 










        (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 and all Loans owing to it) in accordance with the
          provisions of this Section 13.3. Each assignment shall be of a constant,
          and not a varying, ratable percentage of all of the rights and obligations of
          any assigning Lender under this Agreement. Such assignment shall be
          substantially in the form of Exhibit C hereto and shall not be permitted
          hereunder unless such assignment is either for all of such Lender’s rights
          and obligations under the Loan Documents or, except for assignments to another
          Lender, an Affiliate thereof or an Approved Fund, involves loans and
commitments           in an aggregate amount of at least $5,000,000. Notice to the Global
          Administrative Agent shall be required prior to any assignment becoming
          effective and the consent of the Global Administrative Agent (which consent
will           not be unreasonably withheld or delayed) shall be required prior to any
          assignment becoming effective with respect to a Purchaser which is not a Lender
          and, so long as no Default shall have occurred and be continuing, notice to and
          consent of Harley (which consent will not be unreasonably withheld or delayed)
          shall be required prior to an assignment becoming effective with respect to a
          Purchaser which is not a Lender, an Affiliate thereof or an Approved Fund.  




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




56 










        (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.  






57 










        (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.  



58 











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




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]  














59 













        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













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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




















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364-Day 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














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364-Day 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





 










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364-Day 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




 











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364-Day 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




 













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364-Day 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




 












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364-Day 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

















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364-Day 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



















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364-Day 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
















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364-Day 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















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364-Day 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]















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364-Day 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















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364-Day 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
















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364-Day 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















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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















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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















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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]















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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
		New York, NY 15258
	
 	Attention: Jane Angelini
		Telephone No.: 412-234-0720
		Facsimile No.: 412-209-2089














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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
364-Day Credit Agreement
Harley-Davidson, Inc. et al  
July 2008