AMENDMENT NO. 1 




Dated as of April 30,
2009 




to 




CREDIT AGREEMENT 




Dated as of July 16,
2008 



        THIS
AMENDMENT NO. 1 (“Amendment”) is made as of April 30, 2009 (the
“Effective Date”) by and among Harley-Davidson, Inc., a Wisconsin
corporation, Harley-Davidson Funding Corp., a Nevada corporation, Harley-Davidson
Financial Services Europe Limited, a company incorporated and organized under the laws of
England and Wales and Harley-Davidson Financial Services Canada, Inc., a corporation
organized under the laws of Canada (collectively, the “Borrowers”), the
financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A.,
as Global Administrative Agent (the “Administrative Agent”), under that
certain Credit Agreement dated as of July 16, 2008 by and among the Borrowers, the Lenders
and the Administrative Agent (as amended prior to the date hereof, the “Credit
Agreement”). Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings given to them in the Credit Agreement. 



        WHEREAS,
the Borrowers have requested that certain modifications be made to the Credit Agreement; 



        WHEREAS, the
Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend the
Credit Agreement on the terms and conditions set forth herein; 



        NOW,
THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the
Administrative Agent hereby agree to the following amendment to the Credit Agreement. 



        1.
               Amendments
to Credit Agreement. Effective as of the Effective Date but           subject to the
satisfaction of the conditions precedent set forth in Section           2 below,
the Credit Agreement is hereby amended as follows:  




        (a)              The
preliminary statement of the Credit Agreement is amended to (i) add the           phrase
“certain other Subsidiaries of Harley from time to time a party           hereto as
Opco Guarantors,” immediately after the phrase “Harley           Davidson
Credit Corp., a Nevada corporation,” appearing therein and (ii)           add the
following new sentence immediately before the final sentence thereof:  





        The
initial Opco Guarantors have become party hereto on the Amendment No. 1 Effective Date
pursuant to a joinder agreement in the form of Exhibit G hereto.  






        (b)
              The definition of “Alternate Base Rate” appearing
in Section 1.1 of           the Credit Agreement is amended to (i) delete the word “and” appearing
          immediately before clause (b) thereof, (ii) add the phrase “; and (c) the
          Eurocurrency Rate for a one month Interest Period on such day (or, if such day
          is not a Business Day, the immediately preceding Business Day) plus 1%”          immediately
after clause (b) thereof, (iii) delete the word “or”          appearing
immediately after the term “Prime Rate” appearing in the           final
sentence thereof and to replace such word with a comma and (iv) add the           phrase
“or the Eurocurrency Rate” immediately after the term           “Federal
Funds Effective Rate” appearing in the final sentence           thereof.  





        (c)
              The definition of “Loan Documents” appearing
in Section 1.1 of the           Credit Agreement is amended to delete the phrase “in
connection           therewith” appearing therein and to replace such phrase with
the phrase           “pursuant thereto”.  





        (d)
              Each of the definitions of “Material Adverse Change” and
          “Material Adverse Effect” appearing in Section 1.1 of the Credit
          Agreement is amended to (i) add the phrase “business, assets, operations
          or” immediately before the phrase “financial condition of Harley”          appearing
therein and (ii) add the phrase “or furnished to”          immediately after
the phrase “Form 8-K filed with” appearing therein.  





        (e)
              The definition of “Permitted Finance Receivables
Securitization”          appearing in Section 1.1 of the Credit Agreement is amended
to add the phrase           “or facility” immediately after the phrase “financial
asset           financing program” appearing therein.  





        (f)
              The definition of “Support Agreement” appearing
in Section 1.1 of the           Credit Agreement is amended to delete the date “July
16, 2008”          appearing therein and to replace such date with the date “April
30,           2009".  





        (g)
              Section 1.1 of the Credit Agreement is amended to add
the following definitions           thereto in appropriate alphabetical order and, where
applicable, replace the           corresponding previously existing definitions:  





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








	 	        “Amendment
No. 1 Effective Date” means April 30, 2009.







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







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







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







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







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







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







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







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







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







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







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







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







	 	        “Guarantor”
means (i) at any time on or after the Amendment No. 1 Effective Date and prior to the
Guaranty Ratings Threshold Date, any of the U.S. Borrowers, (ii) any of the Finco
Guarantors or (iii) any of the Opco Guarantors and “Guarantors” means (i)
at any time on or after the Amendment No. 1 Effective Date and prior to the Guaranty
Ratings Threshold Date, each of the U.S. Borrowers, (ii) each of the Finco Guarantors and
(iii) each of the Opco Guarantors and in each such case their respective successors and
permitted assigns. 







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







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







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







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







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







	 	        “Opco
Guarantor” means any Material Domestic Opco Subsidiary. The initial
Opco Guarantors have become party hereto on the Amendment No. 1 Effective Date pursuant to
a joinder agreement in the form of Exhibit G hereto. 







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







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








		    “Permitted Investment” means:  







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



               



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



               



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



               



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



               



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



               



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



               



          		    (g)       
               any other investment made in accordance with Harley’s investment policy as
               in effect on the Amendment No. 1 Effective Date (but excluding auction rate
               securities). 



               



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







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







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







	 	        “Swing
Line Exposure” means, at any time, the aggregate principal amount of
all Swing Line Loans outstanding at such time. The Swing Line Exposure of any Lender at
any time shall be its Pro Rata Share of the total Swing Line Exposure at such time. 







        (h)              Section
1.1 of the Credit Agreement is amended to delete the definitions of           “Applicable
Commitment Fee”, “Consolidated Debt” and           “Leverage Ratio” appearing
therein.  





        (i)              The
Credit Agreement is amended to delete each reference to the term           “Applicable
Commitment Fee” and to replace each such reference with           the term “Applicable
Commitment Fee Rate”.  





        (j)              Section
2.6(b)(i) of the Credit Agreement is amended to (i) delete the           definition of
“Applicable Commitment Fee” appearing therein and (ii)           add the
following definitions thereto in appropriate alphabetical order and,           where
applicable, replace the corresponding previously existing definitions:  






	 	        "Applicable
 Commitment  Fee Rate" means the  percentage  identified  as the  Applicable
                  Commitment Fee Rate in, and determined by reference to, the following
table: 








	

	
	Level I
	Level II
	Level III
	Level IV
	Level V

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







	 	        “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 12 or any successor series (5 Year Period) (the “Index”)
for the preceding thirty (30) business days (in respect of which the Securities Industry
and Financial Markets Association declares the U.S. fixed income market to be open) as
available to the applicable office of the Global Administrative Agent, or if fewer, the
number of days for which the then current series is in effect: 









	

	
	Level I
	Level II
	Level III
	Level IV

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







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







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







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







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







	 	        “Level
V Status” exists, with respect to the Applicable Commitment Fee Rate only, at any
date if, on such date, the applicable Borrower has not qualified for Level I Status, Level
II Status, Level III Status or Level IV Status. 







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







        (k)
              Section 2.6(b)(ii) of the Credit Agreement is amended
to (i) delete the word           “If” appearing at the beginning of each of the
third and fourth           sentences thereof and to replace each such word with the
phrase “Except           under the circumstances described in clause (iii) below, if” and
(ii) add           the phrase “(or Level V Status in the case of the Applicable
Commitment Fee           Rate)” immediately after the term “Level IV Status” appearing
in           each of the third and fourth sentences thereof.  





        (l)              Section
2.6(b) of the Credit Agreement is amended to add the following as new           clause
(iii) thereof:  





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



               



        (m)
              Section 3.3(b) of the Credit Agreement is amended to
(i) delete clause (B)           thereof in its entirety, (ii) delete each reference to
“the Administrative           Agent” therein and substitute “the Global
Administrative Agent”          in lieu thereof and (iii) change clause (C) thereof
to new clause (B) thereof.  





        (n)
              Section 3.8 of the Credit Agreement is amended to
delete the phrase           “defaults in its obligation to fund Loans hereunder” and
to replace           such phrase with the phrase “becomes a Defaulting Lender”.  





        (o)
              Section 4.2 of the Credit Agreement is amended to (i)
delete the word           “and” appearing at the end of clause (i) thereof,
(ii) delete the           period appearing at the end of clause (ii) thereof and to
replace such period           with the phrase “; and” and (iii) add the
following as new clause           (iii) thereof:  





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



               



        (p)
              The final paragraph of Section 4.2 of the Credit
Agreement is amended and           restated in its entirety to read as follows:  





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







        (q)
              Section 5.1 of the Credit Agreement is amended to (i)
delete the reference to           “December 31, 2007" appearing in Section
5.1.6 and substitute           “December 31, 2008” in lieu thereof and (ii) add
the following as new           clauses 5.1.10 and 5.1.11 thereof, respectively:  





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







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







        (r)
              Section 6.1.4 of the Credit Agreement is amended to
delete the reference           “Section 6.2.2” appearing therein and to
replace such reference           with the reference “Section 6.2.3".  





        (s)
              Section 6.1.8 of the Credit Agreement is amended to add
the following proviso at           the end thereof:  





	 	        ;
provided that the foregoing shall not restrict or otherwise prohibit transactions
between or among Harley and its Subsidiaries (to the extent Harley owns, directly or
indirectly, at least 90% of the equity interests in each such Subsidiary) and not
involving any other Affiliate. 







        (t)
              Section 6.1 of the Credit Agreement is amended to add
the following as new           clause 6.1.11 thereof:  






	 	        6.1.11
Opco Guarantors. 







          		    (a)       
               Guaranty. As promptly as possible but in any event within thirty (30)
               days (or such later date as may be agreed upon by the Global Administrative
               Agent) after any Person becomes a Material Subsidiary (based on Harley’s
               financial position and results as of the end of the most recently ended fiscal
               quarter but giving effect on a pro forma basis to such Person becoming a
               Material Subsidiary), Harley shall provide the Global Administrative Agent with
               written notice thereof setting forth information in reasonable detail describing
               the material assets of such Person and shall cause each such Person that is a
               Material Domestic Opco Subsidiary to deliver to the Global Administrative Agent
               a Joinder Agreement in substantially the form of Exhibit G (a
               “Joinder Agreement”) pursuant to which such Material Domestic
               Opco Subsidiary agrees to be bound by the terms and provisions of the Guarantee,
               such Joinder Agreement to be accompanied by appropriate corporate or equivalent
               resolutions, other corporate or equivalent documentation and legal opinions
               (which may include inside counsel to such Material Subsidiary for certain
               matters consistent with the matters covered in the inside counsel opinion
               delivered on the Amendment No. 1 Effective Date) in form and substance
               reasonably satisfactory to the Global Administrative Agent and its counsel. 



               



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



               



        (u)
              Section 6.2 of the Credit Agreement is amended to (i)
change clauses           6.2.1–6.2.6 thereof to new clauses 6.2.2–6.2.7
thereof, respectively           and (ii) add the following as new clauses 6.2.1, 6.2.8,
6.2.9 and 6.2.10           thereof, respectively:  





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







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



               



          		    (b)       
               Indebtedness existing or contemplated on the Amendment No. 1 Effective Date and
               set forth on Schedule 6.2.1(b) and extensions, renewals and replacements
               of any such Indebtedness with Indebtedness of a similar type to the extent that
               such extension, renewal or replacement does not increase the principal amount
               thereof; 



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



          		    (u)       
               Subordinated Indebtedness and Subordinated Intercompany Indebtedness; and 



               



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



               



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







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







          		    (a)       
               Permitted Investments; 



               



          		    (b)       
               Permitted Acquisitions; 



               



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



               



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



               



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



               



          		    (f)       
               guarantees constituting Indebtedness permitted by Section 6.2.1; 



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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



               



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







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







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







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







	(v) 	              New
Section 6.2.2 of the Credit Agreement is amended to (i) delete the word           “indebtedness” appearing
in clause (b) thereof and to replace such           word with the term “Indebtedness”,
(ii) delete the reference           “Section 6.2.1(b)” appearing in
clause (b) thereof and to           replace such reference with the reference “Section
6.2.2(b)",           (iii) delete the reference “Schedule 6.2.1(c)” appearing
in           clause (c) thereof and to replace such reference with the reference
          “Schedule 6.2.2(c)” and (iv) delete the reference
          “Section 6.2.1” appearing in clause (i) thereof and to replace
          such reference with the reference “Section 6.2.2".  






	(w) 	              New
Section 6.2.3 of the Credit Agreement is amended to add the following           proviso
at the end thereof:  






	 	        and
provided, further, that the foregoing shall not restrict any of the
Companies or any Material Subsidiaries from selling or disposing of any Property located
in the City of Franklin or on Capitol Drive, in Wisconsin, in connection with the
restructuring contemplated in the Form 8-K of Harley dated January 21, 2009. 







	(x) 	              Section
6.3(A) of the Credit Agreement is amended to (i) delete the definitions           of
“Consolidated Debt” and “Leverage Ratio” appearing           therein,
(ii) delete the term “HDFS” from the definition of           “Subordinated
Indebtedness” appearing therein and to replace such term           with the word
“Harley” and (iii) add the following definitions thereto           in
appropriate alphabetical order and, where applicable, replace the           corresponding
previously existing definitions:  






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







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







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







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







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





        (y)
              Section 6.3(B) of the Credit Agreement is amended to
delete the amount           “$300,000,000” appearing therein and to replace
such amount with the           amount “$500,000,000".  





        (z)
              Section 6.3(C) of the Credit Agreement is amended and
restated in its entirety           to read as follows:  





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



               



        (aa)
              Section 6.3 of the Credit Agreement is amended to (i)
change clause (D) thereof           to new clause (E) thereof and (ii) add the following
as new clause (D) thereof:  





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



               



        (bb)
              Section 7.1(c)(i) of the Credit Agreement is amended
and restated in its           entirety to read as follows:  





          		    (i)       
               Any of the Companies shall fail to perform or observe any term, covenant or
               agreement under Section 6.1.4, 6.1.5, 6.1.9, 6.1.11,
               6.2, or 6.3 or 



               



        (cc)
              Section 7.1(d) of the Credit Agreement is amended to
delete the phrase           “accelerate the maturity of such Indebtedness” appearing
therein and           to replace such phrase with the phrase “enable or permit the
holder or           holders of any such Indebtedness to cause such Indebtedness to become
due, or           require the prepayment, repurchase, redemption or defeasance thereof,
prior to           its stated maturity date”.  





        (dd)
              Section 7.1(j) of the Credit Agreement is amended to
delete the reference           “Section 6.2.2” appearing therein and to
replace such reference           with the reference “Section 6.2.3".  





        (ee)
              Section 8.2 of the Credit Agreement is amended to add
the phrase “or any           Lender otherwise becomes a Defaulting Lender” immediately
after, but before           the comma following, the parenthetical “(the funded
portion of such Advance           being hereinafter referred to as a “Non Pro
Rata Loan”)”          appearing therein.  





        (ff)
              Section 8.2(ii) of the Credit Agreement is amended to
(i) delete the phrase           “any such” appearing therein and to replace
such phrase with the word           “any” and (ii) to add the word “Defaulting” immediately
          before each reference to “Lender” and “Lender’s”          appearing
therein.  





        (gg)
              Section 8.2(iii) of the Credit Agreement is amended to
add the word           “Defaulting” immediately before the word “Lender’s”          appearing
therein.  





        (hh)
              Section 8.2 of the Credit Agreement is amended to (i)
amend and restate clauses           (v) and (vi) thereof as set forth below, respectively
and (ii) add new clauses           (vii) and (viii) thereof as set forth below,
respectively:  





          		    (v)       
               for so long as and until the earlier of any such Defaulting Lender’s cure
               of all matters that caused such Lender to be a Defaulting Lender and the
               termination of the Commitments or Syndicated Canadian Commitments (as
               applicable), (1) the term “Required Lenders” for purposes of this
               Agreement shall mean Lenders (excluding all Defaulting Lenders) whose Pro Rata
               Shares represent greater than fifty-one percent (51%) of the aggregate Pro Rata
               Shares of such Lenders and (2) the term “Required Syndicated Canadian
               Banks” for purposes of this Agreement shall mean Syndicated Canadian Banks
               (excluding all Defaulting Lenders) whose Syndicated Canadian Pro Rata Shares
               represent greater than fifty-one percent (51%) of the aggregate Syndicated
               Canadian Pro Rata Shares of such Syndicated Canadian Banks; 



               



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



               



          		    (vii)       
               for so long as and until any such Defaulting Lender’s cure of all matters
               that caused such Lender to be a Defaulting Lender, if any Swingline Exposure
               exists at the time a Lender is a Defaulting Lender, the Borrower
               shall within one Business Day following notice by the Global Administrative
               Agent prepay such Swing Line Exposure or, if agreed by the Global Swing Line
               Lender, cash collateralize the Swing Line Exposure of such Defaulting Lender on
               terms satisfactory to the Global Swing Line Lender; and 



               



          		    (viii)       
               for so long as and until any such Defaulting Lender’s cure of all matters
               that caused such Lender to be a Defaulting Lender, the Global Swing Line Lender
               shall not be required to fund any Swing Line Loan. 



               



        (ii)
              Section 9.8 of the Credit Agreement is amended to add
the following sentence to           the end thereof:  





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







        (jj)
              Section 10.12 of the Credit Agreement is amended to add
the word           “Global” immediately before the term “Administrative
Agent”          appearing therein.  







        (kk)
              Article XII of the Credit Agreement is amended to (i)
add the phrase “but           subject to the provisions of the final paragraph of
this Article           XII,” immediately after the phrase “to extend
credit           hereunder,” appearing in the first paragraph thereof, (ii) delete
the           reference “Section 6.2.2” appearing in the penultimate
          paragraph thereof and to replace such reference with the reference
          “Section 6.2.3” and (iii) amend and restate the final
paragraph           thereof in its entirety to read as follows:  





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







        (ll)              The
Credit Agreement is amended to add a new Exhibit G thereto in the form           attached
as Annex I hereto.  





        (mm)              The
Credit Agreement is amended to add a new Schedule 6.2.1(b) thereto as set           forth
and attached as Annex II hereto.  





        (nn)              Schedule
6.2.1(c) to the Credit Agreement is changed and restated as new           Schedule
6.2.2(c) thereto as set forth and attached as Annex III hereto.  





        (oo)              The
Credit Agreement is amended to add a new Schedule 6.2.8 thereto as set forth
          and attached as Annex IV hereto.  





        (pp)              The
Credit Agreement is amended to add a new Schedule 6.2.9(c) thereto as set           forth
and attached as Annex V hereto.  





        2.    Conditions
of Effectiveness. The effectiveness of this Amendment is           subject to the
conditions precedent that the Administrative Agent shall have           received (i)
counterparts of this Amendment duly executed by each Borrower, the           Required
Lenders and the Administrative Agent and counterparts of the Consent           and
Reaffirmation attached hereto duly executed by the Guarantors, (ii)
          counterparts of the Joinder Agreements duly executed by each Opco Guarantor in
          connection with this Amendment, (iii) such other instruments, documents and
          legal opinions as are reasonably requested by the Administrative Agent and (iv)
          payment and/or reimbursement of the reasonable fees and expenses of the
          Administrative Agent and its affiliates (including, to the extent invoiced,
fees           and expenses of counsel for the Administrative Agent) in connection with
this           Amendment and the Loan Documents.  





        3.    Representations
and Warranties of each Borrower. Each Borrower hereby           represents and
warrants as follows:  





     (a)    
          This Amendment and the Credit Agreement as amended hereby constitute the legal,
          valid and binding obligations of such Borrower enforceable against such Borrower
          in accordance with their terms, except as enforceability may be limited by
          bankruptcy, insolvency or similar laws affecting the enforcement of
          creditors’ rights generally and general principles of equity, regardless of
          whether the application of such principles is considered in a proceeding in
          equity or at law. 



     (b)    
          As of the date hereof and giving effect to the terms of this Amendment, (i) no
          Default or Unmatured Default shall have occurred and be continuing and (ii) the
          representations and warranties of such Borrower contained in Article V of the
          Credit Agreement, as amended hereby, are true and correct as of the Effective
          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. 



        4.    Reference
to and Effect on the Credit Agreement.  





     (a)    
          Upon the effectiveness hereof, each reference to the Credit Agreement in the
          Credit Agreement or any other Loan Document shall mean and be a reference to the
          Credit Agreement as amended hereby. 



     (b)    
          Except as specifically amended above, the Credit Agreement and all other
          documents, instruments and agreements executed and/or delivered in connection
          therewith shall remain in full force and effect and are hereby ratified and
          confirmed. 



     (c)    
          Except as specifically provided above, the execution, delivery and effectiveness
          of this Amendment shall not operate as a waiver of any right, power or remedy of
          the Administrative Agent or the Lenders, nor constitute a waiver of any
          provision of the Credit Agreement or any other documents, instruments and
          agreements executed and/or delivered in connection therewith. 



        5.    Governing
Law. This Amendment shall be construed in accordance with and           governed by
the internal laws of the State of New York, but giving effect to           federal laws
applicable to banks.  





        6.    Headings.
Section headings in this Amendment are included herein for           convenience of
reference only and shall not constitute a part of this Amendment           for any other
purpose.  





        7.    Counterparts.
This Amendment may be executed by one or more of the           parties hereto on any
number of separate counterparts, and all of said           counterparts taken together
shall be deemed to constitute one and the same           instrument.  






[Signature Pages Follow] 











Signature Page to
Amendment No. 1 




Credit Agreement dated
as of July 16, 2008 




Harley-Davidson, Inc.
et al 



        IN
WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 



		HARLEY-DAVIDSON, INC.,
		as a Borrower
	

 	By:/s/____________________________________
		Name:
		Title:
	

 	HARLEY-DAVIDSON FUNDING CORP.,
		as a Borrower
	

 	By:/s/____________________________________
		Name:
		Title:
	

 	HARLEY-DAVIDSON FINANCIAL SERVICES EUROPE
		LIMITED, as a Borrower
	

 	By:/s/____________________________________
		Name:
		Title:
	

	HARLEY-DAVIDSON FINANCIAL SERVICES CANADA, INC.,
		as a Borrower
	

	By:/s/____________________________________
		Name:
		Title:



















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

 	By:/s/____________________________________
		Name:
		Title:
	

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

 	By:/s/____________________________________
		Name:
		Title:
	

 	BNP PARIBAS,
		individually as a Lender and as a
		Documentation Agent
	

 	By:/s/____________________________________
		Name:
		Title:
	
 	By:/s/____________________________________
		Name:
		Title:














		THE ROYAL BANK OF SCOTLAND plc,
		individually as a Lender and as a
		Documentation Agent
	

 	By:/s/____________________________________
		Name:
		Title:
	
 	By:/s/____________________________________
		Name:
		Title:















		DEUTSCHE BANK AG, NEW YORK BRANCH,
		individually as a Lender and as a
		Documentation Agent
	

 	By:/s/____________________________________
		Name:
		Title:














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

 	By:/s/____________________________________
		Name:
		Title:
	
 	By:/s/____________________________________
		Name:
		Title:














		MIZUHO CORPORATE BANK, LTD.,
		individually as a Lender
	

 	By:/s/____________________________________
		Name:
		Title:
	
 	By:/s/____________________________________
		Name:
		Title:













		MORGAN STANLEY BANK,
		individually as a Lender
	

 	By:/s/____________________________________
		Name:
		Title:















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

 	By:/s/____________________________________
		Name:
		Title:













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

 	By:/s/____________________________________
		Name:
		Title:
	
 	By:/s/____________________________________
		Name:
		Title:















		WELLS FARGO BANK, NATIONAL ASSOCIATION,
		individually as a Lender
	

 	By:/s/____________________________________
		Name:
		Title:














		FIFTH THIRD BANK,
		individually as a Lender
	

 	By:/s/____________________________________
		Name:
		Title:













		M&I MARSHALL & IISLEY BANK,
		individually as a Lender
	

 	By:/s/____________________________________
		Name:
		Title:
	
 	By:/s/____________________________________
		Name:
		Title:















		THE BANK OF NEW YORK MELLON,
		individually as a Lender
	

 	By:/s/____________________________________
		Name:
		Title:












		THE NORTHERN TRUST COMPANY,
		individually as a Lender
	

 	By:/s/____________________________________
		Name:
		Title:














CONSENT AND
REAFFIRMATION 



        Each
of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1
to the Credit Agreement dated as of July 16, 2008 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”) by and
among Harley-Davidson, Inc., Harley-Davidson Funding Corp., Harley-Davidson Financial
Services Europe Limited and Harley-Davidson Financial Services Canada, Inc. (collectively,
the “Borrowers”), the Lenders and JPMorgan Chase Bank, National
Association, as Global Administrative Agent (the “Administrative Agent”),
which Amendment No. 1 is dated as of April 30, 2009 and is by and among the Borrowers, the
financial institutions listed on the signature pages thereof and the Administrative Agent
(the “Amendment”). Capitalized terms used in this Consent and
Reaffirmation and not defined herein shall have the meanings given to them in the Credit
Agreement. Without in any way establishing a course of dealing by the Administrative Agent
or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms
and conditions of the Support Agreement (in the case of Harley), the Guarantee (in the
case of the Guarantors) and any other Loan Document executed by it and acknowledges and
agrees that each and every Loan Document executed by the undersigned in connection with
the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified
and confirmed. All references to the Credit Agreement contained in the above-referenced
documents shall be a reference to the Credit Agreement as so modified by the Amendment and
as the same may from time to time hereafter be amended, modified or restated. 




Dated April 30, 2009 




[Signature Page Follows] 











Signature Page to
Consent and Reaffirmation 



        IN
WITNESS WHEREOF, this Consent and Reaffirmation has been duly executed as of the day and
year above written. 


		HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
	

 	By:___________________________________
		        Name:
		        Title:
	

 	HARLEY-DAVIDSON FINANCIAL SERVICES INTERNATIONAL, INC.
	

 	By:/s/___________________________________
		        Name:
		        Title:
	

 	HARLEY-DAVIDSON CREDIT CORP.
	

 	By:/s/___________________________________
		        Name:
		       Title:













ANNEX I 





EXHIBIT G 
TO 
CREDIT AGREEMENT 



Joinder Agreement



THIS JOINDER AGREEMENT (this
“Agreement”), dated as of __________ ____, 200___, is entered into
between [New Subsidiary], a [__________] (the “New Subsidiary”), and
JPMORGAN CHASE BANK, N.A., in its capacity as global administrative agent (the
“Global Administrative Agent”) under that certain 3-Year Credit
Agreement, dated as of July 16, 2008, entered into among Harley-Davidson, Inc., a
Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation,
Harley-Davidson Financial Services Europe Limited, a company incorporated under the laws
of England and Wales, Harley-Davidson Financial Services Canada, Inc., a company organized
and existing under the laws of Canada, Harley-Davidson Financial Services, Inc., a
Delaware corporation, Harley-Davidson Financial Services International, Inc., a Delaware
corporation, Harley-Davidson Credit Corp., a Nevada corporation, the institutions from
time to time a party thereto (the “Lenders”) and the Global
Administrative Agent (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”). All capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the
Credit Agreement. 



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



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




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





G-1 









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




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






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




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




[Signature Page Follows] 






G-2 









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



		[NEW SUBSIDIARY]
	
 	By:__________________________________________________
		Name:
		Title:
	

 	Acknowledged and accepted:
	
 	JPMORGAN CHASE BANK, N.A., as Global
		Administrative Agent
	
 	By:__________________________________________________
		Name:
		Title:





G-3 















ANNEX II 



Schedule 6.2.1(b) 



Indebtedness 




[Attached] 











ANNEX III 




Schedule 6.2.2(c) 




Liens 




[Attached] 











ANNEX IV 




Schedule 6.2.8 




Restrictive Agreements 




[Attached] 











ANNEX V 




Schedule 6.2.9(c) 




Investments 




[Attached] 











SCHEDULE 6.2.1(b) 




INDEBTEDNESS 



     	1.	
          Indebtedness arising under that certain 364-Day Credit Agreement dated as of
          April 30, 2009 among Harley-Davidson, Inc. and certain of its subsidiaries, the
          lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Global
          Administrative Agent, and/or any “Loan Document” under and as defined
          therein, in each case as amended, restated, supplemented or otherwise modified
          from time to time. 


          



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


          



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


          



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


          












SCHEDULE 6.2.2(c) 




LIENS 



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


          











SCHEDULE 6.2.8 




RESTRICTIVE AGREEMENTS 



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


          



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


          



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


          











SCHEDULE 6.2.9(c) 




INVESTMENTS 




None.