8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2010

Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	1-9183	39-1382325
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3700 West Juneau Avenue, Milwaukee, Wisconsin 53208

(Address of principal executive offices, including zip code)

(414) 342-4680

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01. Entry into a Material Definitive Agreement.

Harley-Davidson, Inc. (the “Company”) believes the entry by the Company or certain subsidiaries of the Company into the agreements and amendments described in Item 8.01 involves matters in the ordinary course of the Company’s business. However, to the extent such matters constitute the Company’s entry into a material definitive agreement or an amendment of a material definitive agreement, the text of Item 8.01 is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The Company believes the entry by the Company or certain subsidiaries of the Company into the agreements and amendments described in Item 8.01 and the consummation of the transactions contemplated by such agreements and amendments involve indebtedness incurred in the ordinary course of the Company’s business. However, to the extent such matters have resulted in the Company becoming obligated on a direct financial obligation that is material to the Company, the text of Item 8.01 is incorporated by reference herein.

Item 8.01. Other Events.

On April 29, 2010, the Company, its subsidiary Harley-Davidson Financial Services, Inc. (“HDFS”) and certain other subsidiaries entered into bank credit facilities providing for aggregate revolving commitments totaling $1,350,000,000. The facilities were comprised of a $675,000,000, 364-day revolving facility maturing in April 2011 (the “New 364-Day Credit Facility”) and a $675,000,000 3-year revolving facility maturing in April 2013 (the “New 3-Year Credit Facility” and, together with the New 364-Day Credit Facility, the “2010 Credit Facilities”). The 2010 Credit Facilities replaced the Company’s $625,000,000 364-day credit facility dated as of April 30, 2009 and its $950,000,000 3-year credit facility dated as of July 16, 2008, each of which the Company terminated concurrently with the effectiveness of the 2010 Credit Facilities.

The Company, HDFS and other subsidiaries as borrowers or guarantors, various financial institutions as lenders and JPMorgan Chase Bank, N.A., as administrative agent, are parties to the 2010 Credit Facilities. The Company is a party to the 2010 Credit Facilities as borrower, and until the Company achieves certain credit ratings, the Company is also a party to the 2010 Credit Facilities as guarantor.

Borrowings under the 2010 Credit Facilities will bear interest at various variable rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The 2010 Credit Facilities also require the Company to pay a fee based upon the average daily unused portion of the aggregate commitments under the 2010 Credit Facilities.

HDFS has historically used credit facilities primarily to support HDFS’ unsecured commercial paper program and to fund HDFS’ lending activities and other operations. Outstanding unsecured commercial paper may not exceed the unused portion of the 2010 Credit Facilities. As a result, the combined total of outstanding unsecured commercial paper of HDFS and borrowings of all borrowers under the 2010 Credit Facilities may not exceed $1,350,000,000.

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The 2010 Credit Facilities contain various restrictions and covenants, including requirements that the Company and its subsidiaries maintain certain financial ratios at prescribed levels (as described in the following sentence) and other standard negative covenants. The 2010 Credit Facilities require (i) HDFS to, as of the end of any fiscal quarter, maintain a minimum consolidated tangible net worth of $500,000,000, (ii) HDFS and its consolidated subsidiaries to, as of the end of any fiscal quarter, maintain a ratio of (A) consolidated indebtedness (excluding certain subordinated and intercompany indebtedness) to (B) the sum of consolidated shareholders’ equity net of intangible assets, preferred stock and certain subordinated indebtedness no greater than 10.00 to 1.00, and (iii) the Company to maintain a ratio of (A) consolidated net income plus consolidated interest expense, taxes on or measured by income, depreciation expense and amortization expense (subject to certain other adjustments) to (B) consolidated interest expense, as of the end of any fiscal quarter for the period of four consecutive fiscal quarters then ended, of at least (A) 2.00 to 1.00, for each such period ended June 30, 2010 and September 30, 2010, (B) 2.25 to 1.00, for such period ended December 31, 2010, and (C) 2.50 to 1.00, for each such period thereafter.

The 2010 Credit Facilities also contain customary events of default. If an event of default under the 2010 Credit Facilities occurs and is continuing, then the interest rate on all obligations under the 2010 Credit Facilities may be increased above the otherwise applicable rate, and the lenders under the 2010 Credit Facilities may terminate their commitments and declare any outstanding obligations under the 2010 Credit Facilities to be immediately due and payable.

The New 364-Day Credit Facility permits the Company to elect, subject to certain conditions including the payment of a fee, to convert revolving loans outstanding under the New 364-Day Credit Facility as of the April 2011 maturity date to a term loan maturing on the one-year anniversary of such conversion.

The description of the New 3-Year Credit Facility and the New 364-Day Credit Facility, respectively, set forth above is qualified by reference to the 3-Year Credit Agreement and the 364-Day Credit Agreement filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

On April 30, 2009, Harley-Davidson Warehouse Funding Corp. (the “Borrower”) and Harley-Davidson Credit Corp. (the “Servicer”), each an indirect wholly-owned subsidiary of the Company, and a group of conduit lenders, committed lenders and JPMorgan Chase Bank, N.A., as program agent, entered into a loan and servicing agreement (the “2009 Conduit Loan Agreement”). The 2009 Conduit Loan Agreement provides for the extension of credit by a group of conduit lenders and committed lenders to the Borrower, the pledge of a portfolio of receivables arising from retail sales of motorcycles (collectively, the “Receivables”) by the Borrower as collateral and the servicing of the Receivables by the Servicer. On April 30, 2009, the Borrower and the Servicer also entered into an amended and restated receivables sale agreement that permits the conveyance of receivables by the Servicer to the Borrower from time to time in return for cash and/or equity. The conduit lenders under the 2009 Conduit Loan Agreement fund their advances to the Borrower by issuing commercial paper.

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On April 29, 2010, the parties to the 2009 Conduit Loan Agreement entered into an amendment to the 2009 Conduit Loan Agreement (the “Extension Amendment”, and the 2009 Conduit Loan Agreement as amended by the Extension Amendment, the “Extended Conduit Loan Agreement”) extending its maturity date from April 29, 2010 to July 28, 2010. Unless earlier terminated or subsequently extended by the mutual agreement of the Borrower and the lenders, the Extended Conduit Loan Agreement will expire on July 28, 2010, at which time the Borrower will be obligated to repay all outstanding principal (if any) in full. The Company has the right to request an extension of the term for additional periods of 364 days, and the lenders may grant such request in their sole discretion and in whole or in part. Otherwise, the term of the Extended Conduit Loan Agreement may again be extended only by agreement of all of the parties.

The Extended Conduit Loan Agreement continues to provide for (i) revolving borrowings in amounts based upon, among other things, the amount of eligible Receivables pledged as collateral from time to time and financial ratios with respect to the performance of such Receivables and (ii) the release of collections on the Receivables (in excess of interest, fees and certain other amounts) to the Borrower on a monthly basis. While the amount that the Borrower may borrow is based upon, among other things, the amount of eligible Receivables pledged as collateral, borrowings are subject to a maximum aggregate principal amount outstanding from time to time of $600,000,000. The Extension Amendment reduced this maximum aggregate principal amount outstanding from $1,200,000,000.

The Extended Conduit Loan Agreement continues to provide for interest on outstanding principal based on prevailing commercial paper rates or, to the extent the advance is not funded by a conduit lender through the issuance of commercial paper, LIBOR, in each case plus a specified margin. The Extended Conduit Loan Agreement also continues to provide for an unused commitment fee based on the excess of the aggregate commitments of the committed lenders under the Extended Conduit Loan Agreement over outstanding principal. The Servicer continues to act as servicer of the Receivables pursuant to the Extended Conduit Loan Agreement and receives a fee for such services.

The amount that the Borrower intends to borrow under the Extended Conduit Loan Agreement will vary based upon HDFS’ ability to continue to access the unsecured commercial paper markets, HDFS’ ability to access the term securitization markets and the amount of eligible Receivables that the Borrower can pledge as collateral. The Borrower currently has, and immediately prior to the Extension Amendment had, no outstanding borrowings under the Extended Conduit Loan Agreement.

The Extended Conduit Loan Agreement continues to contain customary events of default (with grace periods where customary), including, among other things, failure to pay interest or principal when due, change in control of the Company and insolvency events.

The lenders under the Extended Conduit Loan Agreement continue to have no recourse to the Company or any of its affiliates (other than the Borrower) for repayment of the advances under the Extended Conduit Loan Agreement. In addition, neither the Company nor the Servicer, nor any of their affiliates, have guaranteed the collectability of the Receivables or the creditworthiness of the obligors under the Receivables.

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The description of the Extended Conduit Loan Agreement is qualified by reference to the Amendment No. 1 to Loan and Servicing Agreement filed herewith as Exhibit 4.3 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

(4.1)	3-Year Credit Agreement dated as of April 29, 2010 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as global administrative agent and global swing line lender.
(4.2)	364-Day Credit Agreement dated as of April 29, 2010 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as global administrative agent.
(4.3)	Amendment No. 1 to Loan and Servicing Agreement dated as of April 29, 2010 by and among certain subsidiaries of the Company, various institutions party thereto as lenders and agents and JPMorgan Chase Bank, N.A. as, among other things, Program Agent.
(4.4)	Letter Agreement dated as of April 29, 2010 by and among certain subsidiaries of the Company, various institutions party thereto as lenders and agents and JPMorgan Chase Bank, N.A. as, among other things, an Administrative Agent, relating to Amendment No. 1 to Loan and Servicing Agreement. *
*	Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Secretary of the SEC pursuant to Rule 24b-2. The redacted material is being filed separately with the SEC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARLEY-DAVIDSON, INC.
Date: May 5, 2010	By:	/s/ Tonit M. Calaway
		Tonit M. Calaway
		Assistant Secretary

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HARLEY-DAVIDSON, INC.

Exhibit Index to Current Report on Form 8-K

Dated April 29, 2010

Exhibit Number
(4.1)	3-Year Credit Agreement dated as of April 29, 2010 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as global administrative agent and global swing line lender.
(4.2)	364-Day Credit Agreement dated as of April 29, 2010 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as global administrative agent.
(4.3)	Amendment No. 1 to Loan and Servicing Agreement dated as of April 29, 2010 by and among certain subsidiaries of the Company, various institutions party thereto as lenders and agents and JPMorgan Chase Bank, N.A. as, among other things, Program Agent.
(4.4)	Letter Agreement dated as of April 29, 2010 by and among certain subsidiaries of the Company, various institutions party thereto as lenders and agents and JPMorgan Chase Bank, N.A. as, among other things, an Administrative Agent, relating to Amendment No. 1 to Loan and Servicing Agreement. *
*	Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Secretary of the SEC pursuant to Rule 24b-2. The redacted material is being filed separately with the SEC.

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EX-4.1

Exhibit 4.1

EXECUTION COPY

3-YEAR CREDIT AGREEMENT

Dated as of April 29, 2010

among

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

and

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

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.,

HARLEY-DAVIDSON FINANCIAL SERVICES INTERNATIONAL, INC.

HARLEY-DAVIDSON CREDIT CORP. and

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

as Guarantors,

THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO,

as Lenders,

JPMORGAN CHASE BANK, N.A.,

as Global Administrative Agent and Global Swing Line Lender,

CITIBANK, N.A.,

as Syndication Agent and

BNP PARIBAS, THE ROYAL BANK OF SCOTLAND plc,

U.S. BANK NATIONAL ASSOCIATION and DEUTSCHE BANK AG, NEW YORK BRANCH,

as Documentation Agents

J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS, INC. AND BNP

PARIBAS SECURITIES CORP,

as Co-Lead Arrangers

and

J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS, INC. AND BNP

PARIBAS SECURITIES CORP.,

as Joint Book Runners

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
1.1	Certain Defined Terms	1
1.2	Currency Equivalents	24
ARTICLE II	THE CREDITS	25
2.1	Syndicated Global Loans	25
2.2	Syndicated Canadian Advances	26
2.3	Payments of Loans	27
2.4	Reduction/Increase of Commitments	29
2.5	Method of Borrowing Advances	31
2.6	Method of Selecting Types and Interest Periods; Determination of Applicable Margins	32
2.7	Minimum Amount of Each Syndicated Global Advance and Syndicated Canadian Advance	35
2.8	Method of Selecting Types and Interest Periods for Conversion and Continuation of Syndicated Global Advances, Syndicated Canadian Advances and Swing Line Loans	36
2.9	Swing Line Loans	37
2.10	The Bid Rate Advances	42
2.11	Default Rate	45
2.12	Method of Payment	45
2.13	Notes, Telephonic Notices	46
2.14	Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis; Loan Accounts	46
2.15	Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment Reductions	48
2.16	Lending Installations	48
2.17	Non-Receipt of Funds by the Global Administrative Agent	48
2.18	Termination Date	48
2.19	Judgment Currency	49
2.20	Termination as Borrower	49
ARTICLE III	CHANGE IN CIRCUMSTANCES	49
3.1	Yield Protection	49
3.2	Changes in Capital Adequacy Regulations	50
3.3	Availability of Types of Advances	50
3.4	Funding Indemnification	51
3.5	Taxes	51
3.6	Mitigation; Lender Statements; Survival of Indemnity	54
3.7	Non-U.S. Reserve Costs or Fees	54
3.8	Replacement of Affected Lenders	55

i

ARTICLE IV	CONDITIONS PRECEDENT	55
4.1	Initial Loans	55
4.2	Each Loan	56
4.3	Initial Advance to the Canadian Borrower	56
ARTICLE V	REPRESENTATIONS AND WARRANTIES	57
5.1	Representations and Warranties	57
ARTICLE VI	COVENANTS	58
6.1	Affirmative Covenants	58
6.2	Negative Covenants	61
6.3	Financial Covenants	66
ARTICLE VII	DEFAULTS	67
7.1	Defaults	67
ARTICLE VIII	ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES	69
8.1	Remedies	69
8.2	Defaulting Lender	69
8.3	Amendments	71
8.4	Preservation of Rights	72
ARTICLE IX	GENERAL PROVISIONS	72
9.1	Survival of Representations	72
9.2	Governmental Regulation	72
9.3	Headings	73
9.4	Entire Agreement	73
9.5	Several Obligations; Benefits of this Agreement	73
9.6	Expenses; Indemnification	73
9.7	Numbers of Documents	74
9.8	Accounting	74
9.9	Severability of Provisions	74
9.10	Nonliability of Lenders	75
9.11	CHOICE OF LAW AND SUBMISSION TO JURISDICTION	75
9.12	WAIVER OF JURY TRIAL	75
9.13	No Strict Construction	75
9.14	USA PATRIOT ACT	75
9.15	Service of Process	76
ARTICLE X	THE GLOBAL ADMINISTRATIVE AGENT	76
10.1	Appointment; Nature of Relationship	76
10.2	Powers	76
10.3	General Immunity	77

ii

10.4	No Responsibility for Loans, Creditworthiness, Recitals, Etc	77
10.5	Action on Instructions of Lenders	77
10.6	Employment of the Global Administrative Agent and Counsel	77
10.7	Reliance on Documents; Counsel	77
10.8	The Global Administrative Agent’s Reimbursement and Indemnification	78
10.9	Rights as a Lender	78
10.10	Lender Credit Decision	78
10.11	Successor Global Administrative Agent	78
10.12	Co-Agents, Documentation Agent, Syndication Agent, etc	79
ARTICLE XI	SETOFF; RATABLE PAYMENTS	79
11.1	Setoff	79
11.2	Ratable Payments	79
ARTICLE XII	GUARANTEE	80
ARTICLE XIII	BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	83
13.1	Successors and Assigns	83
13.2	Participations	83
13.3	Assignments	84
13.4	Confidentiality	85
13.5	Dissemination of Information	86
13.6	Non-Use of HDFS’ Licensed Marks	86
ARTICLE XIV	NOTICES	86
14.1	Giving Notice	86
14.2	Change of Address	87
ARTICLE XV	COUNTERPARTS	87
15.1	Counterparts	87

iii

EXHIBITS AND SCHEDULES

Exhibits

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

iv

Schedules

Schedule I	—	Funding Protocols re: Syndicated Global Loans and Syndicated Canadian Loans (Definitions, § 2.6)
Schedule II	—	Funding Protocols re: Swing Line Loans (§ 2.9)
Schedule III	—	Mandatory Cost (Definitions)
Schedule IV	—	Intercompany Subordination Terms (Definitions)
Schedule 6.2.1(b)	—	Indebtedness (§ 6.2.1(b))
Schedule 6.2.2(c)	—	Liens (§ 6.2.2(c))
Schedule 6.2.8	—	Restrictive Agreements (§ 6.2.8)

v

3-YEAR CREDIT AGREEMENT

This 3-Year Credit Agreement dated as of April 29, 2010 is entered into among Harley-Davidson, Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation, Harley-Davidson Financial Services Canada, Inc., a corporation organized and existing under the laws of Canada, Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson Financial Services International, Inc., a Delaware corporation, Harley-Davidson Credit Corp., a Nevada corporation, certain other Subsidiaries of Harley from time to time a party hereto as Opco Guarantors, the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement or an assignment and assumption pursuant to Section 13.3, JPMorgan Chase Bank, N.A., as the Global Administrative Agent and the Global Swing Line Lender, Citibank, N.A., in its capacity as Syndication Agent and BNP Paribas, The Royal Bank of Scotland plc, U.S. Bank National Association and Deutsche Bank AG, New York Branch, each in its capacity as a Documentation Agent. The parties hereto agree as follows:

ARTICLE I DEFINITIONS

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

As used in this Agreement:

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

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

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

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

“Aggregate Commitment” means the aggregate of the Commitments of all the Syndicated Global Lenders, as reduced or increased from time to time pursuant to the terms hereof. The initial Aggregate Commitment is $675,000,000.

1

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

“Agreement” means this 3-Year Credit Agreement, as it may be amended, restated or otherwise modified and in effect from time to time.

“Agreement Accounting Principles” means generally accepted accounting principles as in effect from time to time in the United States, applied in a manner consistent with that used by Harley in its preparation of its audited financial statements for the year ended December 31, 2009 (except for changes to such application as are concurred on by Harley’s independent public accountants); provided that, if Harley notifies the Global Administrative Agent that Harley wishes to amend Section 6.3 to eliminate the effect of any change in Agreement Accounting Principles on the operation of such covenant (or if the Global Administrative Agent notifies Harley that the Required Lenders wish to amend Section 6.3 for such purpose), then Harley’s compliance with such section shall be determined on the basis of Agreement Accounting Principles in effect immediately before the relevant change in Agreement Accounting Principles became effective, until either such notice is withdrawn or such Section is amended in a manner satisfactory to Harley and the Required Lenders.

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

“Applicable Cash Restructuring Amount” is defined in Section 6.3(A) hereof.

2

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

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

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

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

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

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

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

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

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

“Bankruptcy Code” is defined in Article XII hereof.

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

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

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

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

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

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

3

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

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

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

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

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

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

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

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

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

“Canadian Dollar Sublimit” means $300,000,000.

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

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

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

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

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

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

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

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

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

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

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

“Change” is defined in Section 3.2 hereof.

“Change of Control” means any transaction or event as a result of which: (a) (i) any Person or two or more Persons acting in concert (other than any Related Person) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of Harley (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of Harley; or (ii) during any period of up to 12 consecutive calendar

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months, commencing after the Closing Date, individuals who at the beginning of such 12-month period were directors of Harley shall cease for any reason to constitute a majority of the board of directors of Harley (except to the extent that individuals who, at the beginning of such 12-month period, were directors of Harley were replaced by individuals (x) elected by a majority of the remaining members of the board of directors of Harley or (y) nominated for election by a majority of the remaining members of the board of directors of Harley and thereafter elected as directors by the shareholders of Harley) or (b) (i) Harley, directly or through one or more Subsidiaries, shall cease to own of record and beneficially, with sole voting power, in the aggregate, at least fifty-one percent (51%) of the issued and outstanding class or classes of Voting Stock of HDFS (such percentage measured by voting power rather than number of shares), (ii) HDFS, directly or through one or more Subsidiaries, shall cease to own of record and beneficially, with sole voting power, all of the issued and outstanding Voting Stock of HDCC, (iii) HDCC, directly or through one or more Subsidiaries, shall cease to own of record and beneficially, with sole voting power, all of the issued and outstanding Voting Stock of HDFC or (iv) HDFS, directly or through one or more Subsidiaries, shall cease to own of record and beneficially, with sole voting power, all of the issued and outstanding Voting Stock of any Foreign Borrower.

“Closing Date” means April 29, 2010.

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

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

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

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

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

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

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

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

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

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

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

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

“Consolidated 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. It is understood and agreed that the amount of liability in respect of any Contingent Obligation of any Person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation exists and (b) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such Person may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be such Person’s maximum reasonably anticipated liability in respect thereof as reasonably determined by Harley in good faith.

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

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

“Cure Loan” is defined in Section 8.2 hereof.

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

“Defaulting Lender” means any Lender, as determined by the Global Administrative Agent, that has (a) failed to fund its Pro Rata Share of any 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

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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; provided, that a Lender shall not become a Defaulting Lender solely as the result of (x) the acquisition or maintenance of an ownership interest in such Lender or a Person controlling such Lender or (y) the exercise of control over a Lender or a Person controlling such Lender, in each case, by a Governmental Authority or an instrumentality thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“EURIBOR Reference Page” means the relevant page on the relevant screen described in Schedule I and Schedule II, including in each case any successor or substitute screen, as applicable, providing rate quotations comparable to those currently provided on such screen, as determined by the Global Administrative Agent from time to time for purposes of providing quotations of interest rates at which deposits in euro are offered to leading banks in the euro-zone interbank market.

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

“Eurocurrency Base Rate” means, with respect to any Eurocurrency Rate Advance or any Swing Line Loan for any specified Interest Period, or a Bid Rate Advance pursuant to an Indexed Rate Auction for an Interest Period designated by the relevant Borrower, in each case with respect to an Applicable Agreed Currency, (i) LIBOR with respect to any such currency other than euro and (ii) EURIBOR solely with respect to euro.

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

“Eurocurrency Rate” means, with respect to a Swing Line Loan, a Eurocurrency Rate Loan and a Eurocurrency Rate Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurocurrency Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the Applicable Margin, plus (iii) in the case of Loans and Advances by a Lender from its office or branch in England, the Mandatory Cost.

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

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

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

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

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

“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.

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

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

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

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

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

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

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

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

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

“Foreign Borrower” means the Canadian Borrower.

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

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

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

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

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

“Guarantee” is defined in Article XII hereof.

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“Guarantor” means (i) at any time on or after the Closing 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 Closing 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 both of the following: (i) a Moody’s Rating of Baa1 (with stable outlook) or better and (ii) an S&P Rating of BBB+ (with stable outlook) or better; provided further, that (x) if at any time Moody’s does not maintain an issuer rating for Harley, the condition in the foregoing clause (i) may be satisfied at such time if HDFC achieves a Moody’s Rating of Baa1 (with stable outlook) or better and (y) if at any time S&P does not maintain an implied corporate credit rating for Harley, the condition in the foregoing clause (ii) may be satisfied at such time if HDFC achieves an S&P Rating of BBB+ (with stable outlook) or better. For the avoidance of doubt, it is understood and agreed that HDFC’s Moody’s Rating (and/or S&P Rating, as applicable) shall only be used to determine whether the Guaranty Ratings Threshold Date has occurred to the extent that Harley does not have a Moody’s Rating (and/or an S&P Rating, as applicable) as described above.

“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.

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“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); and (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 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.

“Information Memorandum” means the Confidential Information Memorandum dated March 2010 relating to the Borrowers and the Transactions.

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

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

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

“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.

“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.

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

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

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

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

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

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

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

“Mandatory Cost” is described in Schedule III hereto.

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

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

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

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“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 (as of the end of the most recent fiscal quarter), or Net Income (for the period of four consecutive fiscal quarters then most recently ended during which the Consolidated Net Income of Harley was not a loss) equal to or greater than 10% of Consolidated Net Income (for such period) of Harley; provided that, if at any time the aggregate amount of Harley’s Consolidated Net Income for such period attributable to Subsidiaries that are not Material Subsidiaries exceeds twenty-five percent (25%) of Harley’s Consolidated Net Income for such period, 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.

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

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

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

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

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

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

“New Currency” is defined in Section 2.12 hereof.

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

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

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

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

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

“Obligations” means all Loans, advances, debts, liabilities, obligations, covenants and duties owing by any Borrower to the Global Administrative Agent, either Arranger, any Lender, the Global Swing Line Lender, any Syndicated Canadian Bank, any Affiliate of any of the foregoing or any Indemnitee, of any kind or nature, present or future, arising under this Agreement, the Notes or any other Loan Document, whether or not evidenced by any note,

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guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification, or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired. The term includes, without limitation, all interest, charges, expenses, fees, attorneys’ fees and disbursements, paralegals’ fees (in each case whether or not allowed), and any other sum chargeable to any Borrower under this Agreement or any other Loan Document.

“Opco Guarantor” means any Material Domestic Opco Subsidiary.

“Original Currency” is defined in Section 2.12 hereof.

“Other Taxes” is defined in Section 3.5 hereof.

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

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

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

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

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

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

“Permitted 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

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judgment with respect to judgments, writs or warrants of attachment, or similar process against any of the Companies or any of their Subsidiaries which do not constitute a Default under Section 7.1(f); (f) Liens arising from leases, subleases or licenses granted to others which do not interfere in any material respect with the business of the Companies or any of their Subsidiaries; (g) any interest or title of the lessor in the Property subject to any operating lease entered into by any of the Companies or any of their Subsidiaries in the ordinary course of business; (h) Liens in respect of an agreement to dispose of any asset, to the extent such disposal is permitted by this Agreement; (i) Liens arising under any retention of title arrangements entered into in the ordinary course of business or over goods or documents of title to goods arising in the ordinary course of documentary credit transactions; (j) Liens arising due to any cash pooling, netting or composite accounting arrangements between any one or more of the Borrowers and any of their Subsidiaries or between any one or more of such entities and one or more banks or other financial institutions where any such entity maintains deposits; and (k) customary rights of set off, revocation, refund or chargeback or similar rights under deposit disbursement, concentration account agreements or under the UCC (or comparable foreign law) or arising by operation of law of banks or other financial institutions where any Borrower or any of its Subsidiaries maintains deposit, disbursement or concentration accounts in the ordinary course of business.

“Permitted 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.

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

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

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

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“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%).

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

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

“Reset Date” is defined in Section 1.2 hereof.

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

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

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

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

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

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

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

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

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

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

“Support Agreement” means the Support Agreement dated as of September 26, 1996 between Harley and HDFS evidencing Harley’s agreement to support certain debts of HDFS and its Subsidiaries, together with and as supplemented by the letter agreement dated as of April 29, 2010 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.

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

“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.

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

“Swiss Francs” means the lawful currency of Switzerland.

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

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

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

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

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

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

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

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

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

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

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

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

“Syndicated Global Loan” means a loan by a Syndicated Global Lender to a Global Borrower as part of a Syndicated Global Advance.

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

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

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

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

“Termination Date” means the earlier of (a) April 29, 2013 and (b) the date of termination of the Commitments pursuant to Section 2.4 or Section 8.1.

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

“Transferee” is defined in Section 13.5 hereof.

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

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

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

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

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

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

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

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

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

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

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

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

1.2 Currency Equivalents. Not later than 1:00 p.m., New York time or local time, as applicable, on each Calculation Date, the Global Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Agreed Currency and (ii) give notice thereof to Harley and the

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Syndicated Global Lenders. The Exchange Rates so determined shall become effective immediately with respect to any new Loans being made on any Calculation Date and any Loans being repaid on any Calculation Date and otherwise on the fifth Business Day immediately following the relevant Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date and shall during the period of their effectiveness be employed in making any computation of currency equivalents required to be made under this Agreement (other than pursuant to Section 2.19).

ARTICLE II THE CREDITS

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

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

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

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

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

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

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2.2 Syndicated Canadian Advances.

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

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

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

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

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

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

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2.3 Payments of Loans.

(A) Optional Payments. Subject to Section 3.4 and the requirements of Section 2.7, each relevant Global Borrower may (a) prepay Dollar denominated Floating Rate Loans following irrevocable notice given to the Global Administrative Agent by such Borrower, by not later than 12:00 noon (New York time) on the date of the proposed prepayment, such notice specifying the aggregate principal amount of and the proposed date of the prepayment, and if such notice is given such Borrower shall prepay the outstanding principal amounts of the specified Dollar denominated Floating Rate Loans comprising part of the same Syndicated Global Advance in whole or ratably in part and (b) prepay non-Dollar denominated Floating Rate Loans or any Fixed Rate Loans following notice given to the Global Administrative Agent by such Borrower by not later than 12:00 noon (New York time) on the date that is not less than one (1) Business Day preceding the date of the proposed prepayment, such notice specifying the Syndicated Global Advance to be prepaid and the proposed date of the prepayment, and, if such notice is given, such Borrower shall, prepay the outstanding principal amounts of the non-Dollar denominated Floating Rate Loans or the Fixed Rate Loans comprising an Advance in whole (and not in part), together with accrued interest to the date of such prepayment on the principal amount prepaid. With respect to Floating Rate Advances, each partial prepayment shall be in an aggregate principal Dollar Amount not less than $1,000,000 and integral multiples of $100,000. Subject to Section 3.4 and the requirements of Section 2.7, the Canadian Borrower may, upon prior written notice to the Global Administrative Agent as prescribed in the Syndicated Canadian Addendum and specifying that it is prepaying all or a portion of its Syndicated Canadian Advances, prepay its Syndicated Canadian Advances in whole at any time, or from time to time in part as specified in the Syndicated Canadian Addendum by paying the principal amount to be paid together with all accrued and unpaid interest thereon to and including the date of payment.

(B) Mandatory Prepayments.

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

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

(iii) Mandatory Prepayments due to Currency Fluctuations. If, solely as a result of fluctuations in currency exchange rates, on any Reset Date, (a) the Dollar Amount of the sum of (i) the outstanding principal amount of the Syndicated Global Loans at such time, plus (ii) the

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

2.4 Reduction/Increase of Commitments.

(a) Reduction of Commitments. Harley may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders, in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of that amount, upon at least five (5) Business Days’ prior written notice to the Global Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the Aggregate Commitment may not be reduced below the sum of the aggregate principal Dollar Amount of the outstanding Advances (including Syndicated Canadian Advances) and the Swing Line Loans. In addition, the Canadian Borrower may, upon three (3) Business Days’ prior written notice to the Global Administrative Agent, terminate entirely at any time or reduce from time to time, by an aggregate amount of $5,000,000 or any larger multiple of $1,000,000 (or as otherwise set forth in the Syndicated Canadian Addendum), the unused portions of the Syndicated Canadian Commitments as specified by the Canadian Borrower in such notice to the Global Administrative Agent; provided, however, that at no time shall the Syndicated Canadian Commitments be reduced to a figure less than the total of the outstanding principal amount of all Syndicated Canadian Loans and Canadian Swing Line Loans owing by the Canadian Borrower. All accrued and unpaid commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. The Global Administrative Agent shall promptly distribute to the relevant Lenders any notices received by it under this Section 2.4(a).

(b) Increase in Aggregate Commitment.

(i) At any time prior to the Termination Date, Harley may request that the Aggregate Commitment be increased; provided that, (A) the Aggregate Commitment shall at no time exceed $1,000,000,000 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,

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

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

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2.5 Method of Borrowing Advances.

(a) Syndicated Global Advances. The Global Administrative Agent shall, promptly upon receipt of a Syndicated Global Advance Borrowing Notice, notify each Syndicated Global Lender of such Syndicated Global Advance Borrowing Notice and, not later than such time as is reasonably requested by the Global Administrative Agent on each Borrowing Date, each Syndicated Global Lender shall make available its Syndicated Global Loan or Loans, in funds immediately available to the Global Administrative Agent at its address specified pursuant hereto, unless the Global Administrative Agent has notified the Syndicated Global Lenders that such Loan is to be made available to a Global Borrower at the Global Administrative Agent’s Eurocurrency Payment Office, in which case each Syndicated Global Lender shall make available its Syndicated Global Loan or Loans, in funds immediately available to the Global Administrative Agent at its Eurocurrency Payment Office, not later than 4:00 p.m. (local time in the city of the Global Administrative Agent’s Eurocurrency Payment Office) in the Agreed Currency designated by the Global Administrative Agent. The Global Administrative Agent will promptly make the funds so received from the Syndicated Global Lenders available to the relevant Global Borrower.

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

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

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

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

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(ii) Syndicated Canadian Advances. The Canadian Borrower shall give the Global Administrative Agent irrevocable notice (a “Syndicated Canadian Advance Borrowing Notice”) not later than the applicable time described in Schedule I, specifying: (i) the Borrowing Date of such Advance (which shall be a Business Day); (ii) the aggregate amount of such Advance; (iii) the Type of Advance selected; (iv) in the case of each CDOR Advance and Eurocurrency Rate Advance, the Interest Period applicable thereto and (v) the permitted currency applicable thereto. Each Syndicated Canadian Advance shall be a CDOR Advance denominated in Canadian Dollars, Eurocurrency Rate Advance denominated in Dollars or Canadian Dollars, Base Rate Advance denominated in Dollars or a Canadian Prime Rate Advance denominated in Canadian Dollars. There shall be no more than ten (10) Interest Periods in effect with respect to all of the Syndicated Canadian Advances at any time. Each Canadian Prime Rate Advance shall bear interest from and including the date of the making of such Advance to (but not including) the date of repayment thereof at the applicable Canadian Prime Rate, changing when and as such Canadian Prime Rate changes. Each Syndicated Canadian Advance which is a Base Rate Advance shall bear interest from and including the date of the making of such Advance to (but not including) the date of repayment thereof at the applicable Alternate Base Rate, changing when and as such Alternate Base Rate changes, plus the Floating Rate Margin. Each Syndicated Canadian Advance which is a CDOR Advance shall be discounted over the relevant Interest Period at CDOR. Each Syndicated Canadian Advance which is a Eurocurrency Rate Advance shall bear interest from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such Eurocurrency Rate Advance.

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

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

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

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

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

“Applicable Margin” means the greater of (i) the Applicable Floor and (ii) (x) a percentage determined in accordance with the provisions of this Section 2.6(b) by reference to Harley’s or the Applicable Finco’s, as applicable, Status as established by reference to the following table, multiplied by, (y) on each Rate Set Date, the average of the Markit CDX.NA.IG Series 14 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:

Percentage for Determining Applicable Margin, Applicable Floor and Applicable Commitment Fee Rate	Level I		Level II		Level III		Level IV		Level V
Applicable Margin	60	%	75	%	100	%	125	%	150	%
Applicable Floor	1.00	%	1.25	%	1.50	%	2.00	%	2.50	%
Applicable Commitment Fee Rate	0.20	%	0.25	%	0.30	%	0.375	%	0.50	%

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(B) Automatic Conversion and Continuation. Floating Rate Loans shall continue as Floating Rate Loans of the same Type unless and until such Floating Rate Loans are converted into Fixed Rate Loans. Fixed Rate Loans shall continue as Fixed Rate Loans until the end of the then applicable Interest Period therefor, at which time such Fixed Rate Loans (other than Fixed Rate Loans in Agreed Currencies other than Dollars) shall be automatically converted into Base Rate Loans unless the applicable Borrower shall have given the Global Administrative Agent notice in accordance with Section 2.8(D) requesting that, at the end of such Interest Period, such Fixed Rate Loans continue as Fixed Rate Loans. Fixed Rate Loans, including, without limitation, Swing Line Loans, in a currency other than Dollars and Syndicated Canadian Loans (other than CDOR Loans which shall be converted to Canadian Prime Rate Loans in accordance with the Syndicated Canadian Addendum) shall, upon the expiry of the then current Interest Period, automatically continue as Fixed Rate Loans in the same currency and of the same Type unless the applicable Borrower notifies the Global Administrative Agent otherwise as provided herein.

(C) No Conversion Post-Default. Notwithstanding anything to the contrary contained in Section 2.8(A) or Section 2.8(B), no Syndicated Global Loan, Swing Line Loan or Syndicated Canadian Loan may be converted into or continued as a Fixed Rate Loan except with the consent of the Required Lenders when any Default has occurred and is continuing; provided that, absent such consent, any such Syndicated Global Loan, Swing Line Loan or Syndicated Canadian Loan which is a Eurocurrency Rate Loan in a currency other than Dollars or Canadian Dollars shall, upon the expiration of the relevant Interest Period then applicable thereto, bear interest for each subsequent day at a per annum rate equal to the rate applicable to Eurocurrency Rate Loans to the relevant Borrower for such currency for an Interest Period of one month.

(D) Conversion/Continuation Notice. The applicable Borrower shall give the Global Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Floating Rate Loan into a Fixed Rate Loan or continuation of a Fixed Rate Loan not later than the time prior to the date of the requested conversion or continuation which is consistent with the requisite time and notice required in connection with Section 2.6(a), specifying: (1) the requested date (which shall be a Business Day) of such conversion or continuation; (2) the amount and Type of the Syndicated Global Loan, Swing Line Loan or Syndicated Canadian Loan to be converted or continued; and (3) the amounts of Fixed Rate Loan(s) into which such Syndicated Global Loan, Swing Line Loan or Syndicated Canadian Loan is to be converted or continued, the applicable permitted currency and the duration of the Interest Periods applicable thereto. If no such notice is given with respect to a Fixed Rate Loan (other than CDOR Loans) in a currency other than Dollars, the Interest Period applicable to the automatic continuation of such Loan shall be one month.

(E) Limitations on Conversions. Notwithstanding anything herein to the contrary, at the election of the applicable Borrowers under this Section 2.8, (x) Eurocurrency Rate Advances in an Agreed Currency may be converted and/or continued as Eurocurrency Rate Advances only in the same Agreed

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Currency, (y) U.K. Swing Line Loans in a U.K. Swing Line Currency may be converted and/or continued as U.K. Swing Line Loans only in the same U.K. Swing Line Currency and (z) Syndicated Canadian Loans in a particular permitted currency may be converted and/or continued as Syndicated Canadian Loans only in the same currency.

2.9 Swing Line Loans.

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

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

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

(d) Repayment of USD Swing Line Loans. Each USD Swing Line Loan shall be paid in full by the applicable U.S. Borrower on or before the thirtieth day after the Borrowing Date for such USD Swing Line Loan (or if earlier on the last day of the interest period applicable thereto). Outstanding USD Swing Line Loans may be repaid from the proceeds of Syndicated Global Advances or Bid Rate Advances. Any repayment or prepayment of a USD Swing Line Loan shall be accompanied by accrued interest thereon and, subject to Section 2.9.1(a), shall be in the minimum amount of $100,000 (or such lesser amount as may be agreed to by the Global Swing Line Lender) and in increments of $100,000 (or such lesser amount as may be agreed to by the Global Swing Line Lender) in excess thereof or the full amount of such USD Swing Line Loan. If the applicable U.S. Borrower at any time fails to repay a USD Swing Line Loan on the applicable date when due, such U.S. Borrower shall be deemed to have elected to borrow a Syndicated Global Advance which shall be a Base Rate Advance under Section 2.1 as of such date equal in amount to the unpaid amount of such USD Swing Line Loan (notwithstanding the minimum amount of Base Rate Advances as provided in Section 2.7). The proceeds of any such Advance shall be

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used to repay such USD Swing Line Loan. Unless the Global Administrative Agent upon the request of or with the consent of the Required Lenders shall have notified the Global Swing Line Lender prior to such Global Swing Line Lender making any USD Swing Line Loan, that the applicable conditions precedent set forth in Article IV have not then been satisfied, each Syndicated Global Lender’s obligation to make Syndicated Global Loans pursuant to Section 2.1 and this Section 2.9.1(d) to repay such USD Swing Line Loan shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including the inability of the applicable U.S. Borrower to satisfy the conditions precedent set forth in Article IV or the occurrence or continuance of a Default. In the event that any Syndicated Global Lender fails to make payment to the Global Administrative Agent of any amount due under this Section 2.9.1(d), the Global Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Syndicated Global Lender hereunder until the Global Administrative Agent receives such payment from such Syndicated Global Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Syndicated Global Lender fails to make payment to the Global Administrative Agent of any amount due under this Section 2.9.1(d), such Syndicated Global Lender shall be deemed, at the option of the Global Administrative Agent, to have unconditionally and irrevocably purchased from the Global Swing Line Lender, without recourse or warranty, an undivided interest in and participation in the applicable USD Swing Line Loan in the amount of the Syndicated Global Loan such Syndicated Global Lender was required to make pursuant to this Section 2.9.1(d), and such interest and participation may be recovered from such Syndicated Global Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand by the Global Administrative Agent and ending on the date such obligation is fully satisfied.

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

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

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

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

(e) Risk Participation by Syndicated Canadian Banks in Canadian Swing Line Loans. If the Canadian Borrower at any time fails to repay a Canadian Swing Line Loan made to such Borrower on the applicable date when due, such Borrower shall be deemed to have elected to borrow a Syndicated Canadian Advance which shall be a Canadian Prime Rate Advance under Section 2.2 as of such date equal in amount to the unpaid amount of such Canadian Swing Line Loan (notwithstanding the minimum amount of Canadian Prime Rate Advances as provided in Section 2.7). The proceeds of any such Advance shall be used to repay such Canadian Swing Line Loan. Other than with respect to Canadian Swing Line Loans, if any, made by virtue of the relevant Borrower’s overdraft facilities with the Global Swing Line Lender, unless the Global Administrative Agent upon the request of or with the consent of the Required Lenders shall have notified the Global Swing Line Lender prior to such Global Swing Line Lender making any Canadian Swing Line Loan, that the applicable conditions precedent set forth in Article IV have not then been satisfied, each Syndicated Canadian Bank’s obligation to make Syndicated Canadian Loans pursuant to Section 2.2 and this Section 2.9.2(e) to repay such Canadian Swing Line Loan shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including the inability of the applicable Borrower to satisfy the conditions precedent set forth in Article IV or the occurrence or continuance of a Default. In the event that any Syndicated Canadian Bank fails to make payment to the Global Administrative Agent of any amount due under this Section 2.9.2(e), the Global Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Syndicated Canadian Bank hereunder until the Global Administrative Agent receives such payment from such Syndicated Canadian Bank or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Syndicated Canadian Bank fails to make payment to the Global Administrative Agent of any amount due under this Section 2.9.2(e), such Syndicated Canadian Bank shall be deemed, at the option of the Global Administrative Agent, to have unconditionally and irrevocably purchased from the Global Swing Line

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Lender, without recourse or warranty, an undivided interest in and participation in the applicable Canadian Swing Line Loan in the amount of the Syndicated Canadian Loan such Syndicated Canadian Bank was required to make pursuant to this Section 2.9.2(e), and such interest and participation may be recovered from such Syndicated Canadian Bank together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand by the Global Administrative Agent and ending on the date such obligation is fully satisfied.

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

2.9.3 U.K. Swing Line Loans.

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

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

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

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

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warranty, an undivided interest in and participation in the applicable U.K. Swing Line Loan in the amount of the Syndicated Global Loan such Syndicated Global Lender was required to make pursuant to this Section 2.9.3(d), and such interest and participation may be recovered from such Syndicated Global Lender together with interest thereon at (1) the Federal Funds Effective Rate in the case of Loans denominated in Dollars and (2) the Overnight Foreign Currency Rate in the case of Loans denominated in any other U.K. Swing Line Currency, in each case for each day during the period commencing on the date of demand by the Global Administrative Agent and ending on the date such obligation is fully satisfied.

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

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

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

(ii) Each Syndicated Global Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Rate Loans to the applicable Global Borrower as part of such proposed Bid Rate Advance at a rate or rates of interest specified by such Syndicated Global Lender in its sole discretion, by notifying the Global Administrative Agent (which shall give prompt notice thereof to the applicable Global Borrower), before 11:00 a.m. (New York time) (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

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Rate Auction, and (B) four Business Days before the date of such proposed Bid Rate Advance, in the case of an Indexed Rate Auction of the minimum amount and maximum amount of each Bid Rate Loan which such Syndicated Global Lender would be willing to make as part of such proposed Bid Rate Advance (which amounts may, subject to the proviso to the first sentence of Section 2.10(a), exceed such Syndicated Global Lender’s Commitment), the rate or rates of interest, in the case of an Absolute Rate Auction, or the spread or spreads with respect to the Eurocurrency Base Rate, in the case of an Indexed Rate Auction, therefor and such Syndicated Global Lender’s Lending Installation with respect to such Bid Rate Loan.

(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 relevant Eurocurrency Payment Office such Syndicated Global Lender’s portion of such Bid Rate Advance, in same day funds in the currency specified in the applicable Bid Rate Advance Borrowing Notice. Upon fulfillment of the applicable conditions set forth in Article IV and after receipt by the Global Administrative Agent of such funds, the Global Administrative Agent will make such funds available to the applicable

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Global Borrower at the Global Administrative Agent’s aforesaid address. Promptly after each Bid Rate Advance, the Global Administrative Agent will notify each Syndicated Global Lender of the amount of such Bid Rate Advance, the consequent Bid Rate Reduction and the dates upon which such Bid Rate Reduction commenced and will terminate.

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

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

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

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

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

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

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

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

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

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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.

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

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

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

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

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

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

(C) Fees. The relevant Borrowers shall, or shall cause their respective Subsidiaries to, pay to the Global Administrative Agent, for the account of each relevant Lender in accordance with their Pro Rata Shares and Syndicated Canadian Pro Rata Shares (as appropriate), on arrangements satisfactory to Harley and the Global Administrative Agent, a commitment fee accruing at the rate of the Applicable Commitment Fee Rate per annum from and after the date hereof until the Termination Date on the average daily unused amount of the Aggregate Commitment during a given calendar quarter calculated on the last Business Day of such calendar quarter. For purposes of calculating the average daily unused amount of the Aggregate Commitment, outstanding Swing Line Loans shall not be considered usage of the Aggregate Commitment. All such commitment fees payable under this clause (C) shall be payable quarterly in arrears on the last Business Day of each March, June, September and December occurring after the date hereof and, in addition, on the Termination Date.

(D) Interest and Fee Basis. (i) Interest on all Loans (other than Eurocurrency Rate Loans denominated in Pounds Sterling, Base Rate Loans with respect to which interest is calculated by reference to the Alternate Base Rate and USD Swing Line Loans), including all Syndicated Canadian Loans and all fees shall be calculated for actual days elapsed on the basis of a 360-day year (except as provided otherwise in the Syndicated Canadian Addendum). Interest on (a) Base Rate Loans with respect to which interest is calculated by reference to the Alternate Base Rate and USD Swing Line Loans and (b) Eurocurrency Rate Loans denominated in Pounds Sterling and Syndicated Canadian Loans shall in each case be calculated for actual days elapsed on the basis of a 365-day year or, when appropriate, 366-day year; provided that Stamping Fees shall be calculated for actual days elapsed on the basis of a 365-day year. Interest shall be payable for the day an Obligation is incurred but not for the day of any payment on the amount paid if payment is received by the times and in the offices required under Section 2.12. If any payment of principal of or interest on a Loan or any payment of any other Obligations shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

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

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

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

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

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

2.17 Non-Receipt of Funds by the Global Administrative Agent. Unless a Borrower or a Lender, as the case may be, notifies the Global Administrative Agent prior to the date (or time, in the case of a Floating Rate Loan) on which it is scheduled to make payment to the Global Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of a Borrower, a payment of principal, interest or fees to the Global Administrative Agent for the account of the relevant Lenders, that it does not intend to make such payment, the Global Administrative Agent may assume that such payment has been made. The Global Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or Borrower, as the case may be, has not in fact made such payment to the Global Administrative Agent, the recipient of such payment shall, on demand by the Global Administrative Agent, repay to the Global Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Global Administrative Agent until the date the Global Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender (other than in respect of any Loan denominated in Canadian Dollars), the Federal Funds Effective Rate for such day or (ii) in the case of payment by a Lender in respect of any Loan denominated in Canadian Dollars, the sum of the Canadian Prime Rate plus two percent (2%), or (iii) in the case of payment by a Borrower, the interest rate applicable to the relevant Loan (including without limitation pursuant to Section 2.11 if applicable).

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

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

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

ARTICLE III CHANGE IN CIRCUMSTANCES

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

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

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(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 or Syndicated Canadian Commitment.

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

3.3 Availability of Types of Advances. (a) If (i) any Lender determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the force of law, or (ii) the Required Lenders with respect to Fixed Rate Advances or the Global Swing Line Lender with respect to Swing Line Loans determine that (x) deposits of a type, currency and maturity appropriate to match fund Fixed Rate Advances or Swing Line Loans, as

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

(b) If the Index is unavailable, (i) the Global Administrative Agent shall notify the Borrowers and the Lenders of such unavailability, (ii) the Borrowers and the Lenders shall negotiate in good faith to agree upon an alternative method for establishing the Applicable Margin, (iii) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Floating Rate Advance denominated in Dollars, and (iv) the obligation of the Lenders to make, or to convert Advances into, Eurocurrency Rate Advances shall be suspended until the earlier of the time that (x) the Global Administrative Agent shall notify the Borrowers and the Lenders that the Index is available or (y) the Borrowers and the Lenders agree on an alternative method for establishing the Applicable Margin; provided that (A) with respect to Eurocurrency Rate Advances and Floating Rate Advances during the period of the first 60 days after the notification by the Global Administrative Agent to the Borrowers and the Lenders of the unavailability of the Index and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and Floating Rate Margin shall be based on an Applicable Margin and Floating Rate Margin, respectively, based on the Index in effect on the day immediately prior to the unavailability of the Index and (B) after such 60-day period if the Index remains unavailable and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and the Floating Rate Margin, as calculated pursuant to the foregoing clause (A), shall be increased by (i) 0.25% on the first date following the expiration of such 60-day period (the “Rate Increase Date”) and (ii) an additional 0.25% on each succeeding 90-day anniversary of the Rate Increase Date, in each case so long as the Index remains unavailable and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders.

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

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

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Guarantor, as applicable, shall make such deductions, (c) such Borrower or Guarantor, as applicable, shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) such Borrower or Guarantor, as applicable, shall furnish to the Global Administrative Agent the original or a certified copy of a receipt evidencing payment thereof.

(ii) In addition, except as otherwise specifically provided in this Section 3.5, each Borrower and Guarantor hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder by the relevant Borrower or Guarantor to the relevant Lender, or under any Note but excluding any such taxes, charges or levies in respect of any assignment, sale or transfer or participation (but excluding any participations and transfers pursuant to Section 2.2(E)) by any Lender or the Global Administrative Agent or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (“Other Taxes”).

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

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

(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,

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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) At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Syndicated Canadian Bank or the Global Swing Line Lender in respect of Canadian Swing Line Loans to the Canadian Borrower, such Syndicated Canadian Bank or Global Swing Line Lender to the extent it is neither incorporated under the laws of a jurisdiction in Canada nor deemed to be a resident in Canada for purposes of Part XIII of the Income Tax Act (Canada) (each a “Non-Canadian Lender”) agrees that it will deliver to each of the Canadian Borrower and the Global Administrative Agent a certificate of a duly authorized officer of such Non-Canadian Lender to the effect that such Non-Canadian Lender is capable under the provisions of an applicable tax treaty or under the provisions of applicable law of receiving, and enabling the Canadian Borrower under the provisions of the Income Tax Act (Canada) to make, payments of interest or fees with respect to the Syndicated Canadian Loans and Canadian Swing Line Loans to the Canadian Borrower without deduction or withholding of income tax (such certificate, a “Canadian Exemption Certificate”). Each Non-Canadian Lender further undertakes to deliver to each of the Canadian Borrower and the Global Administrative Agent a replacement certificate of a duly authorized officer of such Non-Canadian Lender before or promptly upon the occurrence of any event requiring a change in the Canadian Exemption Certificate so delivered by it. All certificates described in the preceding sentences shall certify that such Non-Canadian Lender is entitled to receive interest or fees under this Agreement or the Syndicated Canadian Addendum without deduction or withholding of any applicable income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such certificates inapplicable or which would prevent such Non-Canadian Lender from duly completing and delivering any such certificate with respect to it and such Non-Canadian Lender advises the Canadian Borrower and the Global Administrative Agent that it is not capable of receiving payments without any deduction or withholding of applicable income tax.

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

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(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 (but excluding any participations and other transfers pursuant to Section 2.2(E)) or changes its Lending Installation for the purposes of this Agreement, and (ii) as a direct result of circumstances existing at the date of the assignment, transfer, sale, delegation or change, any Borrower or Guarantor would be obliged to pay any incremental amount under this Section 3.5, then the transferee or Lender acting through its new Lending Installation shall only be entitled to receive payment under this Section 3.5 to the same extent that the previous Lender or the Lender acting through its previous Lending Installation would have been entitled if no such transaction had taken place. If a Lender sells a participation in all or any part of its rights or obligations under this Agreement and the other Loan Documents, the participant shall only be entitled to receive payment under this Section 3.5 to the extent that the Lender selling the participation would have been entitled if no such participation had taken place. Notwithstanding the foregoing or anything else contained in this Section 3.5, in the event of a participation or transfer pursuant to Section 2.2(E), the participant shall be entitled to the indemnification under Sections 3.5(i) and 3.5(iii) in respect of any payments received pursuant to such participation or transfer.

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

3.7 Non-U.S. Reserve Costs or Fees. If, any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof and outside of England and Wales or any subdivision thereof (whether or not having the force of law), imposes or deems applicable any reserve requirement against or fee with respect to assets

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of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than any Tax), and the result of the foregoing is to increase the cost to such Lender or applicable Lending Installation of making or maintaining its Loans to any Foreign Borrower or its Commitment, Swing Line Commitment or Syndicated Canadian Commitment to any Borrower or to reduce the return received by such Lender or applicable Lending Installation in connection with such Loans to any Foreign Borrower or Commitment, Swing Line Commitment or Syndicated Canadian Commitment to any Foreign Borrower, then, within 15 days of demand by such Lender, such Foreign Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

3.8 Replacement of Affected Lenders. If, any Lender requests compensation under Section 3.1, 3.2 or 3.7, or if any Borrower is required to pay any additional amount pursuant to Section 3.5, or if any Lender becomes a Defaulting Lender, then Harley may, at its sole expense and effort, upon notice to such Lender and the Global Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.3), all its interests, rights and obligations under this Agreement (other than any outstanding Bid Rate Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) in the case of an assignment to an assignee which is not a Lender, Harley shall have received the prior written consent of the Global Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Bid Rate Loans) and participations in the relevant Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Harley (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 3.1, 3.2 or 3.7 or payments required to be made pursuant to Section 3.5, such assignment will result in a reduction in such compensation or payments with respect to the assignee Lender.

ARTICLE IV CONDITIONS PRECEDENT

4.1 Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 2009, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole 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 (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the

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effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

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

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

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

Each Borrowing Notice with respect to each Loan or Advance shall constitute a representation and warranty by the applicable Borrower that the conditions contained in Sections 4.2(i) and (ii) will have been satisfied as of the date of such Loan or Advance.

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

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

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

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

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

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

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

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

ARTICLE V REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

5.1.5 Financial Statements. The Consolidated balance sheet of Harley and its Subsidiaries as at December 31, 2009, and the related Consolidated statements of income and cash flows of Harley and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young LLP, independent public accountants copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated financial condition of Harley and its Subsidiaries as at such date and the Consolidated results of the operations of Harley and its Subsidiaries for the periods ended on such date, all in accordance with generally accepted accounting principles consistently applied.

5.1.6 Material Adverse Change. Since December 31, 2009, 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.

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

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

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

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

ARTICLE VI COVENANTS

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

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

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

6.1.3 Maintenance of Insurance. Maintain, and cause each of its Material Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which Harley or such Subsidiary operates; provided,

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however, that Harley and its Subsidiaries may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties in the same general areas in which Harley or such Subsidiary operates and to the extent consistent with prudent business practice.

6.1.4 Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Material Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that Harley and such Subsidiaries may consummate any transaction permitted under Section 6.2.3 and provided further 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; provided that the foregoing shall not restrict or otherwise prohibit transactions between or among Harley and its Subsidiaries (to the extent Harley owns, directly or indirectly, at least 90% of the equity interests in each such Subsidiary) and not involving any other Affiliate.

6.1.9 Reporting Requirements. Furnish to the Global Administrative Agent:

(a) as soon as available and in any event no later than the date which is the earlier of (i) sixty (60) days after the end of each of the first three quarters of each fiscal year of Harley and (ii) the date the Quarterly Report on Form 10-Q for such quarter of Harley would have been required to have been filed under the rules and regulations of the Commission giving effect to any automatic extension available thereunder for filing of such form, the Consolidated balance sheet of Harley and its Subsidiaries and the Consolidated balance sheet of HDFS and its Subsidiaries, in each case as of the end of such

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quarter and Consolidated statements of income and cash flows of Harley and its Subsidiaries and Consolidated statements of income and cash flows of HDFS and its Subsidiaries, in each case for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to the absence of footnotes and to year-end audit adjustments) by the chief financial officer or treasurer of Harley (on behalf of Harley and HDFS) as having been prepared in accordance with generally accepted accounting principles and certificates of the chief financial officer or treasurer of Harley as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 6.3;

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

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

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

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

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

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

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

6.1.11 Opco Guarantors.

(a) Guaranty. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Global Administrative Agent) after any Person becomes a Material Subsidiary (based on Harley’s financial position and results as of the end of the most recently ended fiscal quarter but giving effect on a pro forma basis to such Person becoming a Material Subsidiary), Harley shall provide the Global Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person that is a Material Domestic Opco Subsidiary to deliver to the Global Administrative Agent a Joinder Agreement in substantially the form of Exhibit 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 Closing 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.

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

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

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

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

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(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;

(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 not prohibited 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 this Agreement;

(l) Indebtedness incurred in connection with acquisitions or dispositions not prohibited 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 not prohibited 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;

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(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 $100,000,000 at any time outstanding.

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

(a) Permitted Liens;

(b) purchase money Liens upon or in any real Property or goods acquired or held by any of the Companies or any Material Subsidiary in the ordinary course of business to secure the purchase price of such Property or goods or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such real Property or goods, or Liens existing on such real Property or goods at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such Property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real Property or goods being acquired (and related Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, further that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (b) shall not exceed $100,000,000 (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York);

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

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

(e) other Liens or assignments securing Indebtedness and other obligations in an aggregate principal amount not to exceed $100,000,000 at any time outstanding;

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

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

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

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

6.2.3 Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so, except that (i) any Subsidiary (other than any Company) may merge or consolidate with or into, or transfer, convey or dispose of assets to, any other Subsidiary, (ii) any of the Companies and any Material Subsidiary may merge into or transfer, convey or dispose of assets to any of the Companies, (iii) Harley may merge into a wholly-owned Subsidiary that has no material assets or liabilities for the sole purpose of changing the state of incorporation of Harley if the surviving corporation shall expressly assume the liabilities of Harley under this Agreement and the other Loan Documents and (iv) any Guarantor may merge or consolidate with a Person (other than a Borrower) in a transaction in which such Guarantor is the surviving entity; provided, in each case, that no Unmatured Default shall have occurred and be continuing at the time of such proposed transaction or would result after giving effect thereto and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries in respect of dispositions of inventory, cash or obsolete, used or surplus equipment or other Property in the ordinary course of business or in respect of any Permitted Finance Receivables Securitization and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries from selling or disposing of any Property the contemplated disposition of which Harley has disclosed in any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with or furnished to the Commission prior to the Closing Date.

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

6.2.5 Changes in Nature of Business. Make, or permit any of its Material Subsidiaries to make, any material change in the nature of the business of Harley and its Subsidiaries taken as a whole as carried on at the date hereof (other than any contemplated disposition described in the third proviso to Section 6.2.3).

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

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

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.

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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):

“Applicable Cash Restructuring Amount” means (i) $150,000,000 in the case of the four consecutive fiscal quarter period ending on or about December 31, 2010 and (ii) $50,000,000 in the case of each four consecutive fiscal quarter period ending as of the end of each fiscal year thereafter.

“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 the Applicable Cash Restructuring Amount incurred in any period of four consecutive fiscal quarters ending as of the end of the applicable fiscal year of Harley and (f) other non-cash or extraordinary charges minus (g) any cash payments made during such period in respect of any non-cash charges previously added back to Consolidated EBITDA in accordance with the foregoing clause (f) and paid subsequent to the fiscal quarter in which such non-cash charge was incurred, in each case determined in accordance with Agreement Accounting Principles for such period. For the purposes of calculating Consolidated EBITDA for any period, if during such period Harley or any Subsidiary shall have made an acquisition or a disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such acquisition or disposition occurred on the first day of such period.

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

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

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

“Consolidated 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.

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

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

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

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

(C) Maximum Finco Leverage Ratio. The Companies shall not permit the Finco Leverage Ratio, as of the end of any fiscal quarter, 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 the ratio set forth below opposite such date:

Fiscal Quarter Ending	Minimum Interest Coverage Ratio
March 31, 2010	2.00 to 1.00
June 30, 2010	2.00 to 1.00
September 30, 2010	2.00 to 1.00
December 31, 2010	2.25 to 1.00
March 31, 2011 and each fiscal quarter ending thereafter	2.50 to 1.00

ARTICLE VII DEFAULTS

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

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

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

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

(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 $100,000,000 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;

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or (ii) or any event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness (including, for the avoidance of doubt, such Indebtedness under a Permitted Finance Receivables Securitization to the extent such Indebtedness appears as a liability or indebtedness on the balance sheet of any Borrower or any Material Subsidiary in accordance with Agreement Accounting Principles – “Balance Sheet ABS Debt”) and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to enable or permit the holder or holders of any such Indebtedness to cause such Indebtedness to become due, or require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity date; or any such Indebtedness (including Balance Sheet ABS Debt) shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness (including Balance Sheet ABS Debt) shall be required to be made, in each case prior to the stated maturity thereof.

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

(f) Monetary Judgments. Judgments or orders for the payment of money in excess of $100,000,000 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 $100,000,000 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.

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

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

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

ARTICLE VIII ACCELERATION, DEFAULTING LENDERS; WAIVERS,

AMENDMENTS AND REMEDIES

8.1 Remedies.

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

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

8.2 Defaulting Lender. In the event that any Lender fails to fund its Pro Rata Share or Syndicated Canadian Pro Rata Share (as applicable) of any Syndicated Global Advance or Syndicated Canadian Advance requested or deemed requested by the applicable Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance being hereinafter referred to as a “Non Pro Rata Loan”) or any Lender otherwise becomes a Defaulting Lender, until the earlier of

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such Lender’s cure of such failure and the termination of the Commitments, the proceeds of all amounts thereafter repaid to the Global Administrative Agent by any Borrower and otherwise required to be applied to such Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Global Administrative Agent (“Cure Loans”) on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary:

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

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

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

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

(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);

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(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 Swing Line 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.

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

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

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

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

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

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

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

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

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

(ix) amend this Section 8.3;

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

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

If, in connection with any proposed amendment, waiver or consent requiring the consent of “the Lenders”, “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then Harley may (at its sole cost and expense) elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to Harley and the Global Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an assignment and assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 13.3(A), and with Harley or such replacement Lender paying the $3,500 processing fee required in Section 13.3(B) and (ii) Harley shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by any Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 3.1 3.2, 3.5 and 3.7, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

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

ARTICLE IX GENERAL PROVISIONS

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

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

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

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

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

9.6 Expenses; Indemnification.

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

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

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

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

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

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

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

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

9.8 Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with Agreement Accounting Principles. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Harley or any Subsidiary of Harley at “fair value”, as defined therein.

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

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

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

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

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.

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9.15 Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Article XIV. Each Foreign Borrower irrevocably designates and appoints HDFS, as its authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in Section 9.11 in any federal or New York State court sitting in New York County. HDFS hereby represents, warrants and confirms that HDFS has agreed to accept such appointment. Said designation and appointment shall be irrevocable by each Foreign Borrower until all Loans, all interest thereon and all other amounts payable by such Borrower hereunder and under the other Loan Documents shall have been paid in full in accordance with the provisions hereof and thereof. Each Foreign Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.11 in any federal or New York State court sitting in New York County by service of process upon HDFS as provided in this Section 9.15. Each Foreign Borrower irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect effective service of process upon such Borrower in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon and personal delivery to such Borrower. To the extent any Foreign Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), such Borrower hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

ARTICLE X THE GLOBAL ADMINISTRATIVE AGENT

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

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

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

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

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

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

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.

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

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

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

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

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

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withheld. Such successor Global Administrative Agent shall be a commercial bank (including a branch thereof) having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Global Administrative Agent hereunder by a successor Global Administrative Agent, such successor Global Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Global Administrative Agent, and the retiring Global Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Global Administrative Agent’s resignation hereunder as the Global Administrative Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Global Administrative Agent hereunder and under the other Loan Documents.

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

ARTICLE XI SETOFF; RATABLE PAYMENTS

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

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

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

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ARTICLE XII GUARANTEE

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

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

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

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

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

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

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

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

(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;

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

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

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

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

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

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

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,

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whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor promises to and will, upon receipt of written demand by the Global Administrative Agent, forthwith pay, or cause to be paid, in cash, the amount of such unpaid Obligations. The Guarantors further agree, jointly and severally, that if payment in respect of any of the Obligations owed to any Lender shall be due in a currency other than Dollars and/or at a place of payment other than as designated in this Agreement or the Syndicated Canadian Addendum and if, by reason of any Change in Law (as defined in Section 3.1), disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligations in such currency or such place of payment shall be impossible or, in the judgment of such Lender, not consistent with the protection of its rights or interests, then, at the election of such Lender, the Guarantors shall make payment of such Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in the applicable place designated in this Agreement or the Syndicated Canadian Addendum, and shall indemnify such Lender against any losses or expenses that it shall sustain as a result of such alternative payment.

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

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

Notwithstanding anything contained in this Article XII to the contrary, on and after the Guaranty Ratings Threshold Date, (i) the cross-guarantee obligations of each 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 and the Canadian Borrower.

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ARTICLE XIII BENEFIT OF AGREEMENT; ASSIGNMENTS;

PARTICIPATIONS

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

13.2 Participations.

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

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

(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.

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13.3 Assignments.

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

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

(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

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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.

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(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.

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

ARTICLE XV COUNTERPARTS

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

[Remainder of This Page Intentionally Blank]

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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, Treasurer and Controller
Address:
Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice-President, Treasurer and Controller 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: John Olin, Senior Vice-President and Chief Financial Officer Telephone No.: (414) 343-4101 Facsimile No.: (414) 343-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON FUNDING CORP., as a U.S. Borrower
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President and Treasurer
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President and Treasurer Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON FINANCIAL SERVICES CANADA, INC., as the Canadian Borrower
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President and Treasurer
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President and Treasurer Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON FINANCIAL SERVICES, INC., as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President, Treasurer and Assistant Secretary
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Assistant Secretary Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON FINANCIAL SERVICES INTERNATIONAL, INC., as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President, Treasurer and Assistant Secretary
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Assistant Secretary Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON CREDIT CORP., as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President and Treasurer
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President and Treasurer Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

H-D MICHIGAN, LLC, as Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President and Treasurer
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President and Treasurer Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON MOTOR COMPANY GROUP, LLC, as Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON MOTOR COMPANY OPERATIONS, LLC, as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President, Treasurer and Controller
	3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON MOTOR COMPANY, INC. as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

H-D GROUP, LLC, as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

HDMC, LLC, as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON HOLDING CO. INC.,
as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

JPMORGAN CHASE BANK, N.A., as the Global Administrative Agent, the Global Swing Line Lender and as a Lender
By:	/s/ Richard W. Duker
	Name: Richard W. Duker Title: Managing Director
In the case of Borrowing Notices for Advances in Dollars:
JPMorgan Chase Bank, N.A.
1111 Fannin Houston, Texas 77002
Attention: Syed Abbas Facsimile No.: (713) 750-2938
In the case of Borrowing Notices for Advances in Pounds Sterling, euros and Swiss Francs:
J.P. Morgan Europe Limited 125 London Wall London EC2Y 5AJ
Attention: Suchi P L Facsimile No.: +44-207-777-2360
In each case, with a copy to: JPMorgan Chase Bank, N.A. 383 Madison Avenue, 24 th Floor New York, New York 10179 Attention: Richard W. Duker Facsimile No.: (212) 270-5100

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

CITIBANK, N.A.,
as Syndication Agent and as a Lender
By:	/s/ Maureen P. Maroney
	Name: Maureen P. Maroney Title: Vice President
Address: 388 Greenwich Street New York, New York Attention: Edward Herko Telephone No.: (212) 816-2831 Facsimile No.: (866) 399-6995

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

BNP PARIBAS,
as a Documentation Agent and as a Lender
By:	/s/ Curtis Price
	Name: Curtis Price Title: Managing Director
By:	/s/ Nader Tannous
	Name: Nader Tannous Title: Director
Address: 209 S. LaSalle Ste 500 Chicago, IL 60604 Attention: Nader Tannous Telephone No.: (312) 977-1382 Facsimile No.: (312) 977-1380

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

THE ROYAL BANK OF SCOTLAND plc,
as a Documentation Agent and as a Lender
By:	/s/ L. Peter Yetman
	Name: L. Peter Yetman Title: SVP
Address: 600 Washington Boulevard Stamford, CT 06901 Attention: L. Peter Yetman Telephone No.: 203.897.3845 Facsimile No.: 203.873.3451

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

U.S. BANK NATIONAL ASSOCIATION, as a Documentation Agent and as a Lender
By:	/s/ Sandra J. Hartay
	Name: Sandra J. Hartay Title: Vice President
Address: 777 E. Wisconsin Ave. Milwaukee, WI 53202 Attention: Sandra J. Hartay Telephone No.: (414) 765-5719 Facsimile No.: (414) 765-4632

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

DEUTSCHE BANK A.G., NEW YORK BRANCH,
as a Documentation Agent and as a Lender
By:	/s/ Rainer Meier
	Name: Rainer Meier Title: Director
By:	/s/ Hans-Josef Thiese
	Name: Hans-Josef Thiese Title: Director
Address: 60 Wall Street New York, NY 10005 Attention: Rainer Meier Telephone No.: (212) 250-0109 Facsimile No.: (212) 797-0070

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

WELLS FARGO BANK, N.A.,
as a Lender
By:	/s/ Peter Martinets
	Name: Peter Martinets Title: Managing Director
Address: 230 W. Monroe St. Chicago, IL 60606 Attention: Joe Giampetroni Telephone No.: 312-845-4397 Facsimile No.: 312-553-4783

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

FIFTH THIRD BANK,
as a Lender
By:	/s/ James B. Carty
	Name: James B. Carty Title: Officer- Portfolio Manager
Address: Attention: Telephone No.: Facsimile No.:

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

M&I MARSHALL & ILSLEY BANK,
as a Lender
By:	/s/ Leo D. Freeman
	Name: Leo D. Freeman Title: Senior Vice President
By:	/s/ Daniel A. Defnet
	Name: Daniel A. Defnet Title: Senior Vice President
Address: 770 N. Water Street Milwaukee, WI 53202 Attention: Leo Freeman Telephone No.: (414) 765-7943 Facsimile No.: (414) 765-7670

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

MIZUHO CORPORATE BANK, LTD.,
as a Lender
By:	/s/ Robert Gallagher
	Name: Robert Gallagher Title: Authorized Signatory
Address: 1251 Avenue of the Americas New York, NY 10020 Attention: Donna DeMagistris Telephone No.: (212) 282-3335 Facsimile No.: (212) 282-4488

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

TORONTO DOMINION (NEW YORK) LLC,
as a Lender
By:	/s/ Ian Murray
	Name: Ian Murray Title: Authorized Signatory
Address: 313 West 52nd Street New York, NY 10019 Attention: Carmen Parente Telephone No.: (212) 827-7526 Facsimile No.: (212) 827-7791

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

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                    Alex Lam Telephone No.: 312-696-4662 Facsimile No.:  212 782-6440 with a copy                            To 312-696-4535

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

THE BANK OF NEW YORK MELLON,
as a Lender
By:	/s/ Jane Angelini
	Name: Jane Angelini Title: First Vice President
Address: One Mellon Center, 500 Grant Street Pittsburgh, PA 15258 Attention: Jane Angelini                    Rm 151-3600 Telephone No.: 412-234-0720 Facsimile No.: 412-209-2089

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

THE NORTHERN TRUST COMPANY,
as a Lender
By:	/s/Margaret V. Tomaszek
	Name: Margaret V. Tomaszek Title: Vice President
Address: 50 South LaSalle Street M-27 Chicago, Illinois 60603 Attention: Keith L. Burson Telephone No.: 312-444-3099 Facsimile No.: 312-444-4906

Signature Page to 3-Year Credit Agreement

Harley-Davidson, Inc. et al

SCHEDULE I

FUNDING PROTOCOLS re: SYNDICATED GLOBAL LOANS

and SYNDICATED CANADIAN LOANS

Harley-Davidson $675 million Global Credit Facility

Location	Tenor	Notice to Ad Agent	Minimum Amounts Borrowing/Increments	Rate fixing	Screen	Comment
U.S. Borrower - Syndicate Borrowing – US or IBF Nassau
US $ Borrowing		Houston Loan & Agency
ABR	overnight	same day/3PM NYT	$5mm/500m	Not Applicable	Not Applicable
Eurodollar	30, 60, 90,  1801	2 Business Days/12 noon NYT	$5mm/500m	Not Applicable	Reuters LIBOR01	NY fixing
GBP Sterling		London Loan & Agency
LIBOR	30, 60, 90, 180	3 Business Days/10AM NYT	£2.5mm/250m	funding date	Reuters LIBOR01	11AM London fixing
Euros		London Loan & Agency
EURIBOR	30, 60, 90, 180	3 Business Days/10AM NYT	€5mm/500m	2 days before funding	Reuters EURIBOR01	11AM Brussels fixing
Canadian $		London Loan & Agency
C$ LIBOR	30, 60, 90, 180	3 Business Days/11AM NYT	C$5mm/500m	2 days before funding	Reuters LIBOR01
CHF		London Loan & Agency
LIBOR	30, 60, 90, 180	3 Business Days/11AM London	CHF5mm/500m	2 days before funding	Reuters LIBOR02
Canadian Borrower - Syndicate Borrowings in Canada
		Toronto Loan & Agency
C$ Prime	overnight	same day/12 noon Toronto	C$500m/100m	notice day	Not Applicable
US$ ABR	overnight	same day/12 noon Toronto	$5mm/500m	Not Applicable	Not Applicable
C$ LIBOR	30, 60, 90, 180	3 Business Days /12 noon Toronto	C$5mm/500m	notice day	Reuters LIBOR01
US$ Eurodollar	30, 60, 90, 180	3 Business Days /12 noon Toronto	$5mm/500m	2 days before funding	Reuters LIBOR01	11AM London fixing
CDOR (BAs)	30, 60, 90, 180	same day/10 am Toronto or 1 Business Day /12 noon Toronto	C$500m/100m	notice day	Reuters CDOR

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

SCHEDULE II

FUNDING PROTOCOLS re: SWING LINE LOANS

Harley-Davidson $675 million Global Credit Facility

Location	Tenor	Notice to Ad Agent	Minimum  Amounts Borrowing/Increments	Rate fixing	Screen	Comment
US Borrower – Swing Line Borrowing
US $ Borrowing		Houston Loan & Agency
ABR	overnight	same day/3PM NYT	$1mm/500m	Not applicable	Not applicable
Money Market	less than 30 days	same day/3PM NYT	$1mm/500m	Not applicable	Telerate 3750
GBP Sterling		London Loan & Agency
LIBOR	less than 30 days	1 Business Day /12 noon NYT	£500m/250m	funding day	JPM Ref Rate
Euros		London Loan & Agency
EURIBOR	less than 30 days	1 Business Day /12 noon NYT	€1mm/500m	funding day	JPM Ref Rate
Canadian $ in U.S.		Houston Loan & Agency
C$ LIBOR	less than 30 days	1 Business Day /12 noon NYT	C$500m/100m	day before funding	Telerate 3750
Canadian $ in Canada		Toronto Loan & Agency
C$ Prime	overnight	same day/12 noon Toronto	C$500m/100m	notice day	Not applicable
CHF		London Loan & Agency
LIBOR	less than 30 days	1 Business Day/9 am London	CHF1mm/500m	notice day	JPM Ref Rate
Canadian Borrower – Swing Line Borrowings in Canada
		Toronto Loan & Agency
C$ Prime	overnight	same day/12 noon Toronto	C$500m/100m	notice day	Not applicable
CDOR	less than 30 days	same day/12 noon Toronto	C$500m/100m	notice day	Not applicable

SCHEDULE III

MANDATORY COST

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Global Administrative Agent shall calculate, as a percentage rate, a rate (the “Associated Costs Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Global Administrative Agent as a weighted average of the Lenders’ Associated Costs Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3. The Associated Costs Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Global Administrative Agent. This percentage will be certified by that Lender in its notice to the Global Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4. The Associated Costs Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Global Administrative Agent as follows:

(a) in relation to a Loan in Pounds Sterling:

AB + C(B – D) + E x 0.01	per cent. per annum
100 – (A + C)

(b) in relation to a Loan in any currency other than Pounds Sterling:

E x 0.01	per cent. per annum
300

Where:

A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Applicable Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Section 2.11 (Default Rate) payable for the relevant Interest Period on the Loan.

C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D is the percentage rate per annum payable by the Bank of England to the Global Administrative Agent on interest bearing Special Deposits.

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Global Administrative Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Global Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a) “Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) “Facility Office” means the office or offices notified by a Lender to the Global Administrative Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

(c) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(d) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

(e) “Participating Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.

(f) “Reference Banks” means, in relation to Mandatory Cost, the principal London offices of JPMorgan Chase Bank, N.A. and Citibank, N.A. and, in relation to EURIBOR, the principal offices of JPMorgan Chase Bank, N.A. and Citibank, N.A. in the relevant jurisdiction or such other banks as may be appointed by the Global Administrative Agent in consultation with the Borrowers.

(g) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

(h) “Unpaid Sum” means any sum due and payable but unpaid by a Borrower under the Loan Documents.

6. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7. If requested by the Global Administrative Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Global Administrative Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

8. Each Lender shall supply any information required by the Global Administrative Agent for the purpose of calculating its Associated Costs Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Global Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Global Administrative Agent of any change to the information provided by it pursuant to this paragraph.

9. The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Global Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Global Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

10. The Global Administrative Agent shall have no liability to any person if such determination results in an Associated Costs Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11. The Global Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Associated Costs Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12. Any determination by the Global Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Associated Costs Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

13. The Global Administrative Agent may from time to time, after consultation with the relevant Borrowers and Lenders, determine and notify to all parties hereto any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

SCHEDULE IV

INTERCOMPANY SUBORDINATION TERMS

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

the holders of the Obligations and such Hedging Liabilities. If the Borrowers fail to make any such endorsement or assignment to the Global Administrative Agent, the Global Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. The Borrowers agree that until the Obligations (other than the contingent indemnity obligations) and such Hedging Liabilities have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrowers and the holders of the Obligations (and their affiliates) have been terminated, the Borrowers will not assign or transfer to any Person (other than the Global Administrative Agent) any claim the Borrowers have or may have against any Guarantor.

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

trust, as trustee, for the benefit of the holders of the Obligations and such Hedging Liabilities and shall forthwith deliver the same to the Global Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of such Guarantor where necessary), for application to any of the Obligations and such Hedging Liabilities, due or not due, and, until so delivered, the same shall be held in trust by such Guarantor as the property of the holders of the Obligations and such Hedging Liabilities. If any Guarantor fails to make any such endorsement or assignment to the Global Administrative Agent, the Global Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Guarantor agrees that until the Obligations (other than the contingent indemnity obligations) and such Hedging Liabilities have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrowers and the holders of the Obligations (and their affiliates) have been terminated, such Guarantor will not assign or transfer to any Person (other than the Global Administrative Agent) any claim such Guarantor has or may have against the Borrowers.

SCHEDULE 6.2.1(b)

INDEBTEDNESS

1. Indebtedness arising under that certain 364-Day Credit Agreement dated as of April 29, 2010 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 Project); $4,135,000 City of Kansas City, Missouri Taxable IRB, Series 1996B (Harley-Davidson Project); $2,273,000 Missouri Development Finance Board BUILD Missouri Revenue Bonds Series 2002 (Harley-Davidson Project).

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

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.

EXHIBIT A

TO

CREDIT AGREEMENT

Commitments

Lender	Commitment
JPMorgan Chase Bank, N.A.	$	80,000,000
Citibank, N.A.	$	80,000,000
BNP Paribas	$	80,000,000
The Royal Bank of Scotland plc	$	75,000,000
U.S. Bank National Association	$	75,000,000
Deutsche Bank AG, New York Branch	$	75,000,000
Wells Fargo Bank, N.A.	$	50,000,000
Fifth Third Bank	$	25,000,000
M&I Marshall & Ilsley Bank	$	25,000,000
Mizuho Corporate Bank, Ltd.	$	25,000,000
Toronto Dominion Bank	$	25,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	25,000,000
The Bank of New York Mellon	$	17,500,000
The Northern Trust Company	$	17,500,000
Aggregate Commitment	$	675,000,000

Lender	Syndicated Canadian Commitment
JPMorgan Chase Bank, N.A., Toronto Branch	$	55,000,000
Citibank, N.A., Canadian Branch	$	55,000,000
The Royal Bank of Scotland plc	$	50,000,000
U.S. Bank National Association	$	50,000,000
Deutsche Bank AG, Canada Branch	$	50,000,000
Fifth Third Bank	$	20,000,000
Toronto Dominion Bank	$	20,000,000
Aggregate Syndicated Canadian Commitment	$	300,000,000

A-2

EXHIBIT B-1

TO

CREDIT AGREEMENT

Form of Syndicated Global Note

                             , 20    

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

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

This Note is one of the Syndicated Global Notes issued pursuant to, and is entitled to the benefits of, the 3-Year Credit Agreement dated as of April 29, 2010 entered into among the Global Borrower, [Harley-Davidson, Inc., a Wisconsin corporation,] [Harley-Davidson Funding Corp., a Delaware corporation,] Harley-Davidson Financial Services Canada, Inc., a corporation organized and existing under the laws of Canada, Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson Financial Services International, Inc., a Delaware corporation, Harley-Davidson Credit Corp., a Nevada corporation, the Opco Guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as the Global Administrative Agent and the Global Swing Line Lender and the institutions from time to time party thereto as Lenders, including the Syndicated Global Lender, to which Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions governing this Syndicated Global Note, including the terms and conditions under which this Syndicated Global Note may be prepaid or its maturity date accelerated. The Agreement, among other things, provides for the making of “Syndicated Global Loans” by the Syndicated Global Lender to the Global Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Syndicated Global Lender’s Commitment, except as otherwise contemplated in the Agreement.

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

B-1-1

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

[HARLEY-DAVIDSON, INC.]

[HARLEY-DAVIDSON FUNDING CORP.]

By:

Name:

Title:

B-1-2

Schedule of Syndicated Global Loans and Payments of Principal

to

Syndicated Global Note of [Insert relevant Global Borrower]

Dated                              , 20    

Date Principal amount
and currency of
Syndicated Loan Maturity of
Interest Period Principal Amount
Paid Unpaid Balance

B-1-3

EXHIBIT B-2

TO

CREDIT AGREEMENT

Form of Bid Rate Note

                             , 20    

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

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

This Bid Rate Note is one of the Bid Rate Notes issued pursuant to, and is entitled to the benefits of, the 3-Year Credit Agreement dated as of April 29, 2010 entered into among the Global Borrower, [Harley-Davidson, Inc., a Wisconsin corporation,] [Harley-Davidson Funding Corp., a Delaware corporation,] Harley-Davidson Financial Services Canada, Inc., a corporation organized and existing under the laws of Canada, Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson Financial Services International, Inc., a Delaware corporation, Harley-Davidson Credit Corp., a Nevada corporation, the Opco Guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as the Global Administrative Agent and the Global Swing Line Lender and the institutions from time to time party thereto as Lenders, including the Syndicated Global Lender, to which Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions governing this Bid Rate Note, including the terms and conditions under which this Bid Rate Note may be prepaid or its maturity date accelerated.

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

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

B-2-1

[HARLEY-DAVIDSON, INC.]

[HARLEY-DAVIDSON FUNDING CORP.]

By:

Name:

Title:

B-2-2

Schedule of Bid Rate Loans and Payments of Principal

to

Bid Rate Note of [Insert relevant Global Borrower]

Dated                              , 20    

Date Principal amount
and currency of
Bid Rate
Loan Maturity
Date of
Loan Interest Rate
and Basis for
Calculation Interest
Payment
Dates Other
Pertinent
Terms Principal
Amount
Paid

B-2-3

EXHIBIT C

TO

CREDIT AGREEMENT

Form of Assignment Agreement

ASSIGNMENT AND ASSUMPTION

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

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

1.	Assignor:	___________________________________
2.	Assignee:	___________________________________
		[and is an Affiliate/Approved Fund of [identify Lender]1]

¹ Select as applicable.

C-1

3.	Borrowers:	Harley-Davidson, Inc. Harley-Davidson Funding Corp. Harley-Davidson Financial Services Canada, Inc.
4.	Global Administrative Agent:	JPMorgan Chase Bank, N.A., as the Global Administrative Agent under the Credit Agreement
5.	Credit Agreement:	The $675,000,000 3-Year Credit Agreement dated as of April 29, 2010 among the Borrowers, Harley-Davidson Financial Services, Inc., Harley-Davidson Financial Services International, Inc., Harley-Davidson Credit Corp., the Opco Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Global Administrative Agent and the Global Swing Line Lender (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)
6.	Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/ Loans Assigned	Percentage  Assigned of Commitment/Loans2
	$	$	%
	$	$	%
	$	$	%

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

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

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

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

C-2

[Consented to and]3 Accepted:
JPMORGAN CHASE BANK, N.A., as Global Administrative Agent
By:
	Title:
[Consented to:]4
[HARLEY-DAVIDSON, INC.]
By:
	Title:

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

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

C-3

ANNEX I

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

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

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

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

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

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APPENDIX I

to

Assignment and Assumption Agreement

FORM OF NOTICE OF ASSIGNMENT

[Date]

To: Harley-Davidson, Inc.

[Address]

Attention:

JPMorgan Chase Bank, N.A. as Global Administrative Agent

[Address]

Attention:

From: [NAME OF ASSIGNOR] (the “Assignor”)

[NAME OF ASSIGNEE] (the “Assignee”)

1. We refer to the 3-Year Credit Agreement (as it may be amended, modified, renewed or extended from time to time, the “Credit Agreement”) described in Item 5 of the Assignment Agreement defined below. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2. This Notice of Assignment (this “Notice”) is given and delivered to the Global Administrative Agent pursuant to Section 13.3(B) of the Credit Agreement.

3. The Assignor and the Assignee have entered into an Assignment and Assumption Agreement, dated as of                              , 20     (the “Assignment Agreement”), pursuant to which, among other things, the Assignor has sold, assigned, delegated and transferred to the Assignee, and the Assignee has purchased, accepted and assumed from the Assignor the Assigned Interest defined in the Assignment Agreement. The Effective Date of the Assignment Agreement shall be as specified in the Assignment Agreement.

4. The Assignor and the Assignee hereby give to Harley and the Global Administrative Agent notice of the assignment and delegation referred to herein.

5. The Assignee hereby represents and warrants that none of the funds, monies, assets or other consideration being used to make the purchase pursuant to the Assignment Agreement are “plan assets” as defined under ERISA and that its rights, benefits, and interests in and under the Loan Documents will not be “plan assets” under ERISA.

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6. The Assignee authorizes the Administrative Agent to act as its contractual representative under the Loan Documents in accordance with the terms thereof.

NAME OF ASSIGNOR		NAME OF ASSIGNEE
By:		By:
	Name:		Name:
	Title:		Title:
Acknowledged and consented to by: JPMORGAN CHASE BANK, N.A., as Global Administrative Agent		Acknowledged and consented to by: HARLEY-DAVIDSON, INC.
By:		By:
	Name:		Name:
	Title:		Title:

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EXHIBIT D

TO

CREDIT AGREEMENT

List of Closing Documents

Attached

D-1

3-YEAR CREDIT FACILITY

TO

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

Borrowers

and

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

April 29, 2010

LIST OF CLOSING DOCUMENTS¹

A. CREDIT AGREEMENT AND CERTAIN LOAN DOCUMENTS

1. 3-Year Credit Agreement (the “Credit Agreement”) dated as of April 29, 2010 entered into among Harley-Davidson, Inc., a Wisconsin Corporation (“Harley”), Harley-Davidson Funding Corp., a Nevada corporation (“HDFC” and together with Harley, the “U.S. Borrowers”), Harley-Davidson Financial Services Canada, Inc. (the “Canadian Borrower” and together with the U.S. Borrowers, the “Borrowers”), Harley-Davidson Financial Services, Inc., a Delaware corporation (“HDFS”), Harley-Davidson Financial Services International, Inc., a Delaware corporation (“HDFSI”), Harley-Davidson Credit Corp., a Nevada corporation (“HDCC”), certain other Subsidiaries of Harley from time to time a party thereto as Opco Guarantors, the institutions from time to time a party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as the Global Administrative Agent, evidencing a 3-year revolving credit facility in the original aggregate amount of $675,000,000.

SCHEDULES

Schedule I	—	Funding Protocols re: Syndicated Global Loans and Syndicated Canadian Loans
Schedule II	—	Funding Protocols re: Swing Line Loans
Schedule III	—	Mandatory Cost
Schedule IV	—	Intercompany Subordination Terms
Schedule 6.2.1(b)	—	Indebtedness
Schedule 6.2.2(c)	—	Liens
Schedule 6.2.8	—	Restrictive Agreements

¹ Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. Items appearing in bold and italics shall be prepared and/or provided by the Borrowers and/or their counsel.

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EXHIBITS

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

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

3. Syndicated Canadian Notes executed by the Canadian Borrower pursuant to the Credit Agreement in favor of requesting Syndicated Canadian Banks.

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

5. Syndicated Canadian Addendum executed by the Canadian Borrower, the Syndicated Canadian Banks and the Global Administrative Agent.

B. CORPORATE DOCUMENTS

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

7. Incumbency Certificate of each of the Borrowers.

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

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9. Incumbency Certificate of HDFS.

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

11. Incumbency Certificate of HDCC.

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

13. Incumbency Certificate of HDFSI.

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

15. Incumbency Certificate of each of the Opco Guarantors.

C. OPINIONS

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

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

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

19. Opinion letter of Gail A. Lione, general counsel of Harley, HDFC, HDFS, HDFSI, HDCC and the Opco Guarantors addressed to the Global Administrative Agent and the Lenders.

20. Opinion letter of Cassels Brock & Blackwell LLP, Canadian counsel to the Canadian Borrower addressed to the Global Administrative Agent and the Lenders.

D. DOCUMENTATION RELATING TO HARLEY-DAVIDSON, INC.

21. Support Agreement, dated as of September 26, 1996 between Harley and HDFS evidencing Harley’s agreement to support certain debts of HDFS and its Subsidiaries, together with and as supplemented by the letter agreement dated as of April 29, 2010 to the Global Administrative Agent from Harley and HDFS.

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

E. CLOSING CERTIFICATES AND MISCELLANEOUS

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

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EXHIBIT E

TO

CREDIT AGREEMENT

Form of Syndicated Canadian Addendum

Attached

E-1

EXECUTION COPY

SYNDICATED CANADIAN ADDENDUM

FOR CANADIAN BORROWER

SYNDICATED CANADIAN ADDENDUM (the “Addendum”) dated as of April 29, 2010 to the Credit Agreement (as defined below).

ARTICLE 1

Definitions

SECTION 1.01. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement shall have the same meanings in this Addendum. As used in this Addendum, the following terms shall have the meanings specified below:

“BA Discount Rate” means, with respect to an issue of Bankers’ Acceptances with the same maturity date, (a) for a Syndicated Canadian Bank which is a Schedule I Lender, the average CDOR Rate for the appropriate term and (b) for a Syndicated Canadian Bank which is not a Schedule I Lender, the arithmetic average (rounded upwards to the nearest multiple of 0.01%) of the actual discount rates for Bankers’ Acceptances for such term accepted by the Schedule II Reference Banks established in accordance with their normal practices at or about 10:00 a.m. (Toronto time) on the date of issuance but not to exceed the actual rate of discount applicable to Bankers’ Acceptances established pursuant to clause (a) for the same Bankers Acceptance issue plus 10 basis points per annum.

“BA Equivalent Loan” means a Loan made to the Canadian Borrower by a Non BA Lender evidenced by a Discount Note.

“Bankers’ Acceptance” means a bill of exchange, including a depository bill issued in accordance with the Depository Bills and Notes Act (Canada), denominated in Canadian Dollars, drawn by the Canadian Borrower and accepted by a Syndicated Canadian Bank and includes a Discount Note.

“Bankers’ Acceptance Advance” means an Advance by way of Bankers’ Acceptance Loans.

“Bankers’ Acceptance Loan” means a borrowing by way of the issuance of Bankers’ Acceptances.

“Bankers’ Acceptance Proceeds” means, for any Bankers’ Acceptance issued hereunder, an amount calculated on the applicable date that such Bankers’ Acceptance is accepted by multiplying:

(a) the face amount of the Bankers’ Acceptance

by

(b) the quotient obtained by dividing:

(i) one

by

(ii) the sum of one plus the product of:

(A) the BA Discount Rate applicable to the Bankers’ Acceptance; and

(B) a fraction, the numerator of which is the number of days in the applicable Interest Period and the denominator of which is 365

with the quotient being rounded up or down to the fifth decimal place and .00005 being rounded up.

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

“CDOR Rate” means, on any day, with respect to a particular term as specified herein, the annual rate of discount or interest which is the arithmetic average of the discount rates for such term applicable to Canadian Dollar bankers’ acceptances identified as such on the Reuters Screen CDOR Page at approximately 10:00 a.m. on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Global Administrative Agent after 10:00 a.m. to reflect any error in any posted rate or in the posted average annual rate). If the rate does not appear on the Reuters Screen CDOR Page as contemplated above, then the CDOR Rate on any day shall be calculated as the arithmetic average of the discount rates for such term applicable to Canadian Dollar bankers’ acceptances of, and as quoted by, the Schedule I Reference Banks, as of 10:00 a.m. on that day, or if that day is not a Business Day, then on the immediately preceding Business Day.

“Credit Agreement” shall mean that certain 3-Year Credit Agreement dated as of April 29, 2010 entered into by and among Harley-Davidson, Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation, Harley-Davidson Financial Services Canada, Inc., a corporation organized and existing under the laws of Canada, Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson Financial Services International Inc., a Delaware corporation, Harley-Davidson Credit Corp., a Nevada corporation, the Opco Guarantors from time to time party thereto, the institutions from time to time a party thereto as Lenders, JPMorgan Chase Bank, N.A., as the Global Administrative Agent and the Global Swing Line Lender, and Citibank, N.A., in its capacity as Syndication Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Discount Note” means a non-interest bearing promissory note denominated in Canadian Dollars, substantially in the form of Schedule IV to this Addendum, issued by the Canadian Borrower to a Non BA Lender to evidence a BA Equivalent Loan.

“Non BA Lender” means a Syndicated Canadian Bank that cannot or does not as a matter of policy issue Bankers’ Acceptances.

“Schedule I Lender” means any Syndicated Canadian Bank named on Schedule I to the Bank Act (Canada).

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“Schedule I Reference Banks” means any bank or banks named on Schedule I to the Bank Act (Canada) as may be agreed from time to time by the Global Administrative Agent and the Canadian Borrower.

“Schedule II Lender” means any Syndicated Canadian Bank named on Schedule II or Schedule III to the Bank Act (Canada).

“Schedule II Reference Banks” means JPMorgan Chase Bank, N.A., Toronto Branch and any other bank named on Schedule II or Schedule III to the Bank Act (Canada) as may be agreed from time to time by the Global Administrative Agent and the Canadian Borrower.

“Stamping Fee” is defined in Section 2.03(m) hereof.

“Syndicated Canadian Pro Rata Share” means, with respect to any Syndicated Canadian Bank, the percentage obtained by dividing (A) such Syndicated Canadian Bank’s Syndicated Canadian Commitment (in each case, as adjusted from time to time in accordance with the provisions hereof and of the Credit Agreement) by (B) the aggregate amount of the Syndicated Canadian Commitments.

SECTION 1.02. Terms Generally. Wherever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Sections and Schedules shall be deemed references to Sections of and Schedules to this Addendum unless the context shall otherwise require.

ARTICLE 2

The Credits

SECTION 2.01. Syndicated Canadian Loans.

(a) This Addendum (as the same may be amended, restated, waived, supplemented or otherwise modified from time to time) is the “Syndicated Canadian Addendum” as defined in the Credit Agreement and is, together with the borrowings made hereunder, subject in all respects to the terms and provisions of the Credit Agreement except to the extent that the terms and provisions of the Credit Agreement are modified by this Addendum. The Syndicated Canadian Banks party to this Addendum are set forth on Schedule I, as such Schedule may be amended or supplemented from time to time by the Global Administrative Agent. For purposes of this Addendum, “Syndicated Canadian Loans” shall include Bankers’ Acceptance Loans made pursuant to Section 2.03 hereof.

(b) Any modifications to the interest payment dates, Interest Periods, interest rates and any other special provisions applicable to Syndicated Canadian Loans under this Addendum are set forth on Schedule II. If Schedule II states “Same as Credit Agreement” with respect to any item listed thereon, then the corresponding provisions of the Credit Agreement, without modification, shall govern this Addendum and the Syndicated Canadian Loans made pursuant to this Addendum in respect of such item.

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(c) Any special borrowing procedures or funding arrangements for Syndicated Canadian Loans under this Addendum, any provisions for the issuance of promissory notes to evidence the Syndicated Canadian Loans made hereunder and any additional information requirements applicable to Syndicated Canadian Loans under this Addendum are set forth on Schedule III. If no such special procedures, funding arrangements, provisions or additional requirements are set forth on Schedule III, then the corresponding procedures, funding arrangements, provisions and information requirements set forth in the Credit Agreement shall govern this Addendum.

SECTION 2.02. Maximum Borrowing Amounts. The Syndicated Canadian Commitment for each Syndicated Canadian Bank is set forth on Schedule I hereto.

SECTION 2.03. Bankers’ Acceptances.

(a) Subject to the terms and conditions of the Credit Agreement and this Addendum, the undersigned Canadian Borrower shall be entitled to receive the Bankers’ Acceptance Proceeds of Bankers’ Acceptances denominated in Canadian Dollars in accordance with the provisions of Section 2.2 of the Credit Agreement and this Addendum. For the purposes of this Addendum and the Credit Agreement, the full face amount of Bankers’ Acceptances, without discount, shall be used when calculations are made to determine the amount of Syndicated Canadian Loans outstanding. Each determination by the Global Administrative Agent of the Stamping Fee, the BA Discount Rate and the Bankers’ Acceptance Proceeds shall, in the absence of manifest error be presumed correct.

(b) Conditions Applicable to Bankers’ Acceptances Schedule II and Schedule III set forth additional conditions applicable to Bankers’ Acceptances.

(c) Term. Each Bankers’ Acceptance shall have an Interest Period as set out in Schedule II, subject to availability. No Interest Period shall extend beyond the Termination Date. If such Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall end on the next preceding day that is a Business Day.

(d) Discount Rate. On each Borrowing Date on which Bankers’ Acceptances are to be accepted, the Global Administrative Agent shall advise the Canadian Borrower as to its determination of the applicable BA Discount Rate for the Bankers’ Acceptances which the Syndicated Canadian Banks have agreed to purchase.

(e) Purchase. Each Syndicated Canadian Bank agrees to purchase a Bankers’ Acceptance accepted by it. The Canadian Borrower shall sell, and such Syndicated Canadian Bank shall purchase, the Bankers’ Acceptance at the applicable BA Discount Rate. The Syndicated Canadian Bank shall provide, to the account of the Global Administrative Agent, the Bankers’ Acceptance Proceeds less the Stamping Fee payable by the Canadian Borrower with respect to the Bankers’ Acceptance. The Global Administrative Agent shall make available to the Canadian Borrower, in accordance with the provisions of Section 2.5(b) of the Credit Agreement, the BA Acceptance Proceeds less the applicable Acceptance Fee with respect to each Bankers’ Acceptance purchased and each BA Equivalent Loan advanced by a Syndicated Canadian Bank Syndicated Canadian Bank on the date of such acceptance.

(f) Sale. Each Syndicated Canadian Bank may from time to time hold, sell, rediscount, trade or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

(g) Power of Attorney for the Execution of Bankers’ Acceptances. To facilitate availment of the Bankers’ Acceptance Loans, the Canadian Borrower hereby appoints each Syndicated Canadian Bank as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Canadian Syndicated Bank, blank forms of

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Bankers’ Acceptances. In this respect, it is each Syndicated Canadian Bank’s responsibility to maintain an adequate supply of blank forms of Bankers’ Acceptances for acceptance under this Agreement. Each Syndicated Canadian Bank shall exercise the same degree of care in the custody and safekeeping of signed blank forms of Bankers’ Acceptance as it exercises in respect of its own bearer securities. The Canadian Borrower recognizes and agrees that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Syndicated Canadian Bank shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower. Each Syndicated Canadian Bank is hereby authorized to issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Syndicated Canadian Bank; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such Syndicated Canadian Bank. No Syndicated Canadian Bank shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except the gross negligence or wilful misconduct of the Syndicated Canadian Bank or its officers, employees, agents or representatives. On the repayment in full of all Obligations under the Credit Agreement or on request by the Canadian Borrower, a Syndicated Canadian Bank shall cancel all forms of Bankers’ Acceptances which have been pre-signed or pre-endorsed by or on behalf of the Canadian Borrower and which are held by such Syndicated Canadian Bank and have not yet been issued in accordance herewith. Each Syndicated Canadian Bank shall maintain a record with respect to Bankers’ Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Syndicated Canadian Bank agrees to provide such records to the Canadian Borrower at the Canadian Borrower’s expense upon request.

(h) Execution. Drafts drawn by the Canadian Borrower to be accepted as Bankers’ Acceptances shall be signed by a duly authorized officer or officers of the Canadian Borrower or by its attorneys, including attorneys appointed pursuant to Section 2.03(g) of this Addendum. Notwithstanding that any Person whose signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for the Canadian Borrower at the time of issuance of a Bankers’ Acceptance, that signature shall nevertheless be valid and sufficient for all purposes as if the authority had remained in force at the time of issuance and any Bankers’ Acceptance so signed shall be binding on the Canadian Borrower.

(i) Issuance. The Global Administrative Agent, promptly following receipt of a notice of Syndicated Canadian Advance or Continuation/Conversion Notice in respect of Bankers’ Acceptances, shall advise the Syndicated Canadian Banks of the notice and shall advise each Syndicated Canadian Bank of the face amount of Bankers’ Acceptances to be accepted by it and the applicable Interest Period (which shall be identical for all Syndicated Canadian Banks). The aggregate face amount of Bankers’ Acceptances to be accepted by a Syndicated Canadian Bank shall be determined by the Global Administrative Agent by reference to that Syndicated Canadian Bank’s Syndicated Canadian Pro Rata Share, except that, if the face amount of a Bankers’ Acceptance which would otherwise be accepted by a Syndicated Canadian Bank would not be Cdn.$100,000, or a whole multiple thereof, the face amount shall be increased or reduced by the Global Administrative Agent in its sole discretion to Cdn.$100,000, or the nearest whole multiple of that amount, as appropriate; provided that after such issuance, no Syndicated Canadian Bank shall have outstanding Syndicated Canadian Loans in excess of such Syndicated Canadian Bank’s Syndicated Canadian Commitment outstanding immediately prior to such issuance.

(j) Waiver of Presentment and Other Conditions. The Canadian Borrower waives presentment for payment and any other defence to payment of any amounts due to a Syndicated Canadian Bank in respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Addendum which might exist solely by reason of the Bankers’ Acceptance being held, at the maturity thereof, by the Syndicated Canadian Bank in its own right and the Canadian Borrower agrees not to claim any days of

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grace if the Syndicated Canadian Bank as holder sues the Canadian Borrower on the Bankers’ Acceptance for payment of the amount payable by the Canadian Borrower thereunder. On the specified maturity date of a Bankers’ Acceptance or the date of any prepayment thereof in accordance with this Addendum, if earlier, the Canadian Borrower shall pay to the Syndicated Canadian Bank that has accepted such Bankers’ Acceptance the full face amount of such Bankers’ Acceptance and after such payment, the Canadian Borrower shall have no further liability in respect of such Bankers’ Acceptance (except to the extent that any such payment is rescinded or reclaimed by operation of law or otherwise) and such Syndicated Canadian Bank shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such Bankers’ Acceptance.

(k) BA Equivalent Loans by Non BA Lenders. Whenever the Canadian Borrower requests a Bankers’ Acceptance Loan or conversion or continuation thereof under this Addendum, each Non BA Lender shall, in lieu of accepting a Bankers’ Acceptance, make a BA Equivalent Loan in an amount equal to the Non BA Lender’s Syndicated Canadian Pro Rata Share of such Bankers’ Acceptance Loan.

(l) Terms Applicable to Discount Notes. As set out in the definition of “Bankers’ Acceptances”, that term includes Discount Notes and all terms of this Addendum and the Credit Agreement applicable to Bankers’ Acceptances shall apply equally to Discount Notes evidencing BA Equivalent Loans with such changes as may in the context be necessary. For greater certainty:

(i) the term of a Discount Note shall be the same as the Interest Period for Bankers’ Acceptances accepted and purchased on the same date in respect of the same Advance;

(ii) a stamping fee will be payable by the Canadian Borrower in respect of a Discount Note and shall be calculated at the same rate and in the same manner as the Stamping Fee in respect of a Bankers’ Acceptance; and

(iii) the BA Discount Rate applicable to a Discount Note shall be the BA Discount Rate applicable to Bankers’ Acceptances accepted by the Global Administrative Agent (as Lender) on the same date, in respect of the same Advance.

(m) Stamping Fees on Bankers’ Acceptance. The Canadian Borrower shall pay, in respect of each draft accepted by the Syndicated Canadian Banks as a Bankers’ Acceptance, a per annum stamping fee (the “Stamping Fee”) equal to (1) the Applicable Margin for Eurocurrency Rate Loans and CDOR Loans, changing when and as such Applicable Margin for Eurocurrency Rate Loans and CDOR Loans shall change, multiplied by (2) the face amount of such Bankers’ Acceptance, and calculated based on the number of days to maturity of such Bankers’ Acceptance divided by 365 (or, when appropriate, 366). Such Stamping Fee shall be payable in advance on the date of issuance of the Bankers’ Acceptance. The Canadian Borrower authorizes and directs the Syndicated Canadian Banks to deduct from the Bankers’ Acceptance Proceeds of Bankers’ Acceptances purchased by such Syndicated Canadian Bank for its own account, the amount of each such Stamping Fee upon the issue of each Bankers’ Acceptance.

(n) Depository Bills and Notes Act. At the option of the Canadian Borrower and any Syndicated Canadian Bank, Bankers’ Acceptances under this Addendum to be accepted by such Syndicated Canadian Bank may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Addendum.

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(o) Circumstances Making Bankers’ Acceptances Unavailable. If the Global Administrative Agent determines in good faith, which determination shall constitute prima facie evidence thereof, and notifies the Canadian Borrower that, by reason of circumstances affecting the money market, there is no market for Bankers’ Acceptances, then:

(i) the right of the Canadian Borrower to request a Bankers’ Acceptance Loan (or continuation or conversion thereof) shall be suspended until the Global Administrative Agent determines that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Canadian Borrower; and

(ii) any notice relating to a Bankers’ Acceptance Loan (or continuation or conversion thereof) which is outstanding at such time shall be deemed to be a notice requesting an Advance (or continuation or conversion thereof) by way of Canadian Prime Rate Loans.

The Global Administrative Agent shall promptly notify the Canadian Borrower and the Syndicated Canadian Banks of the suspension in accordance with this Section of the Canadian Borrower’s right to request a Bankers’ Acceptance Loan (or continuation or conversion thereof) and of the termination of any such suspension.

(p) Prepayment. The Canadian Borrower may pay the full face amount of a Bankers’ Acceptances to the Global Administrative Agent to be held by the Global Administrative Agent in a non-interest bearing account as collateral security for the Canadian Borrower’s obligations with respect to those Bankers’ Acceptances and after such payment, the Canadian Borrower shall have no further liability in respect of such Bankers’ Acceptance (except to the extent that any such payment is rescinded or reclaimed by operation of law or otherwise) and the Syndicated Canadian Bank that accepted such Bankers’ Acceptance shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such Bankers’ Acceptance.

(q) Default. Immediately upon termination of the Commitments under Section 8.1(a) of the Credit Agreement, the Canadian Borrower shall pay to the Global Administrative Agent on behalf of the applicable Syndicated Canadian Banks the face amount of all Bankers’ Acceptances which have not matured, provided that, at the Global Administrative Agent’s sole discretion, such amounts may be paid to the applicable Syndicated Canadian Banks in full and absolute satisfaction of the Canadian Borrower’s reimbursement obligation in respect of such Banker’s Acceptances, or, alternatively, such amounts may be held by the Global Administrative Agent in a non-interest bearing account as collateral security for the Canadian Borrower’s obligations with respect to those Bankers’ Acceptances.

(r) Canadian Swing Line Loans. The terms of this Addendum shall apply equally to Bankers’ Acceptance Loans made by the Global Swing Line Lender except that (i) Bankers’ Acceptances Loans will consist of loans bearing interest at the CDOR Rate and not the issuance of Bankers’ Acceptances; (ii) the CDOR Rate will be the discount rate for the term of the applicable Bankers’ Acceptance Loan as quoted by the Global Swing Line Lender; (iii) interest on Bankers’ Acceptance Loans shall be payable on the last day of the applicable Interest Period and (iv) the applicable notice requirements shall be as set out in Schedule II to the Credit Agreement.

7

ARTICLE 3

Representations and Warranties

SECTION 3.01. Representations of the Canadian Borrower. The Canadian Borrower party hereto makes and confirms each representation and warranty in all material respects as of each Borrowing Date applicable to the Canadian Borrower or any of its Subsidiaries contained in Article V of the Credit Agreement 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 of the Credit Agreement 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) and represents and warrants to each of the Syndicated Canadian Banks that no Default or Unmatured Default has occurred and is continuing, and no Default or Unmatured Default shall arise as a result of the making of Syndicated Canadian Loans hereunder or any other transaction contemplated hereby.

ARTICLE 4

Miscellaneous Provisions

SECTION 4.01. Limitation on Criminal Rates of Interest.

(a) No Payment shall exceed Lawful Rate. Notwithstanding any other term of the Credit Agreement and this Addendum, the Canadian Borrower shall not be obliged to pay any interest or other amounts under or in connection with the Credit Agreement and this Addendum in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation. In particular, the Canadian Borrower shall not be obliged to pay any interest or other amounts which would result in the receipt by any Lender of interest on credit advanced at a rate in excess of the rate permitted under the Criminal Code (Canada). For purposes of this Section 4.01, “interest” and “credit advanced” have the meanings ascribed in the Criminal Code (Canada) and the “effective annual rate of interest” shall be calculated in accordance with generally accepted actuarial principles and practices.

(b) Payment at Highest Lawful Rate. If the Canadian Borrower is not obliged to make a payment which it would otherwise be required to make, as a result of this Section 4.01, the Canadian Borrower, as applicable, shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations.

(c) Adjustment if any Payment exceeds Lawful Rate. If any provision of the Credit Agreement or this Addendum would obligate the Canadian Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by any applicable law, rule or regulation, or in the case of the Canadian Borrower, would result in a receipt by that Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by that Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:

firstly, by reducing the amount or rate of interest required to be paid by the Canadian Borrower to the affected Lender; and

8

thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Canadian Borrower to the affected Lender where, in the case of the Canadian Borrower, such amounts would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Canadian Borrower an amount in excess of the maximum permitted by any applicable law, rule or regulation or in the case of the Canadian Borrower, an amount in excess of the maximum permitted under the Criminal Code (Canada), then the Canadian Borrower shall be entitled, by notice in writing to the Global Administrative Agent, to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Canadian Borrower. Any amount or rate of interest referred to in this Section 4.01 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Loan remains outstanding on the assumption, with respect to Canadian Syndicated Loans, that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if the relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date.

SECTION 4.02. Amendment; Termination.

(a) This Addendum (including the Schedules hereto) may not be amended without the prior written consent of the Canadian Borrower, the Global Administrative Agent and the Syndicated Canadian Banks representing more than 50% of the Syndicated Canadian Commitment.

(b) This Addendum may not be terminated without the prior written consent of the Global Administrative Agent and each Syndicated Canadian Bank party hereto and the Canadian Borrower unless there are no Syndicated Canadian Loans outstanding hereunder, in which case no such consent of the Syndicated Canadian Banks shall be required; provided, however, that this Addendum shall terminate on the date that the Credit Agreement terminates in accordance with its terms.

SECTION 4.03. Assignments.

Sections 13.1 and 13.3 of the Credit Agreement shall apply to assignments by the Syndicated Canadian Banks of obligations, commitments and Loans hereunder; provided, however, that the Syndicated Canadian Banks may not assign any obligations, commitments or rights hereunder to any Person who is not (and does not simultaneously become) a Lender under the Credit Agreement.

SECTION 4.04. Notices.

Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to Canadian Borrower, at:

Harley-Davidson Financial Services Canada, Inc.

222 West Adams Street

Chicago, IL 60606

9

Telephone: (312) 696-5375

Facsimile: (312) 368-4372

Attention: Treasurer

(b) if to the Global Administrative Agent in respect of matters pertaining to the Canadian Borrower and its Loans, to it at:

JPMorgan Chase Bank, N.A., Toronto Branch

200 Bay Street, 18^th Floor

Suite 1800

Toronto, Ontario

M5J 2J2

Telephone:        (416) 981-9235

Facsimile:        (416) 981-9128

Attention:         Account Manager

(c) if to any Syndicated Canadian Bank, to it at its address or telecopy number set forth in Schedule I hereto or in the Assignment and Acceptance pursuant to which such Syndicated Canadian Bank became a party hereto

All notices and other communications given to any party hereto in accordance with the provisions of this Addendum shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy to such party as provided in this Section or in accordance with the latest unrevoked direction from such party given in accordance with this Section.

SECTION 4.05. Applicable Law.

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

* * * * *

10

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly executed by their duly authorized officers, all as of the date and year first above written.

HARLEY-DAVIDSON FINANCIAL SERVICES CANADA, INC.
as the Canadian Borrower under this Addendum
By:	/s/ Perry A. Glassgow
Name: Perry A. Glassgow
Title: Vice President and Treasurer

Signature Page to Syndicated Canadian Addendum

JPMORGAN CHASE BANK, N.A.,
as the Global Administrative Agent
By:	/s/ Richard W. Duker
Name: Richard W. Duker
Title: Managing Director

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
as a Syndicated Canadian Bank
By:	/s/ Richard W. Duker
Name: Richard W. Duker
Title: Managing Director

Signature Page to Syndicated Canadian Addendum

CITIBANK, N.A., CANADIAN BRANCH,
as a Syndicated Canadian Bank
By:	/s/ Niyousha Zarinpour
Name: Niyousha Zarinpour
Title: Authorized Signer

Signature Page to Syndicated Canadian Addendum

THE ROYAL BANK OF SCOTLAND plc,
as a Documentation Agent and as a Lender
By:	/s/ L. Peter Yetman
Name: L. Peter Yetman
Title: SVP
Address:
600 W. Washington Boulevard
Stamford, CT 06901
Attention: L. Peter Yetman
Telephone No.: 203.897.3845
Facsimile No.: 203.873.3451

Signature Page to Syndicated Canadian Addendum

U.S. BANK NATIONAL ASSOCIATION, CANADA BRANCH, as a Syndicated Canadian Bank
By:	/s/ Paul Rodgers
Name: Paul Rodgers
Title: Principal Officer

Signature Page to Syndicated Canadian Addendum

DEUTSCHE BANK AG, CANADA BRANCH,
as a Syndicated Canadian Bank
By:	/s/ Eitan Szlak
Name: Eitan Szlak
Title: Vice President
By:	/s/ Marcellus Leung
Name: Marcellus Leung
Title: Assistant Vice President

Signature Page to Syndicated Canadian Addendum

FIFTH THIRD BANK,
as a Syndicated Canadian Bank
By:	/s/ James B. Carty
Name: James B. Carty
Title: Officer – Portfolio Manager

Signature Page to Syndicated Canadian Addendum

THE TORONTO DOMINION BANK,
as a Syndicated Canadian Bank
By:	/s/ Ian Murray
Name: Ian Murray
Title: Authorized Signatory

Signature Page to Syndicated Canadian Addendum

SCHEDULE I

to Syndicated Canadian Addendum

for Canadian Borrower

SYNDICATED CANADIAN BANK

SYNDICATED CANADIAN COMMITMENT

Syndicated Canadian Bank	Dollar Amount of Syndicated Canadian Commitment
JPMorgan Chase Bank, N.A., Toronto Branch	U.S.$55,000,000
Citibank, N.A., Canadian Branch	U.S.$55,000,000
The Royal Bank of Scotland plc	U.S.$50,000,000
U.S. Bank National Association	U.S.$50,000,000
Deutsche Bank AG, Canada Branch	U.S.$50,000,000
Fifth Third Bank	U.S.$20,000,000
Toronto Dominion Bank	U.S.$20,000,000
Aggregate Syndicated Canadian Commitment	U.S.$300,000,000

SCHEDULE II

to Syndicated Canadian Addendum

for Canadian Borrower

MODIFICATIONS

1. Business Day Definition:

“Business Day” shall mean a day (other than a Saturday or Sunday) on which banks are open for business in Toronto, Canada.

2. Interest Payment Dates:

Interest shall be payable on each Canadian Prime Rate Loan on the last Business Day of each calendar month.

3. Interest Periods: Same as Credit Agreement.

4. Interest Rates: Same as Credit Agreement.

5. Modifications to Interest Period Selection and Conversion Contained in Section 2.8:

Same as Credit Agreement except as noted below:

Any Conversion of a Bankers’ Acceptance Loan shall be made on, and only on, the maturity date applicable thereto. In the event that a Bankers’ Acceptance Loan is to be continued as a Bankers’ Acceptance Loan, the Bankers’ Acceptance Proceeds arising from the continued Bankers’ Acceptance Loan shall be retained by the relevant Syndicated Canadian Bank to be applied by it to the face amount of the Bankers’ Acceptance maturing on the date of such advance, and the Canadian Borrower shall pay to each Syndicated Canadian Bank, on such date, an amount equal to the difference between the face amount at maturity of the maturing Bankers’ Acceptance and the Bankers’ Acceptance Proceeds of the Bankers’ Acceptance to be issued. Notwithstanding anything to the contrary contained in the Credit Agreement or this Addendum, no Loan may be converted into or continued as a Bankers’ Acceptance Loan when any Default or Unmatured Default has occurred and is continuing.

6. Other:

Additional Conditions Precedent: None.

Termination Date for Addendum: Same as Credit Agreement.

Maximum Number of Interest Periods: Same as Credit Agreement.

Prepayments and related Notices: The Canadian Borrower shall be permitted to prepay the Syndicated Canadian Loans (other than Bankers’ Acceptance Loans) provided that notice thereof is given to the Global Administrative Agent not later than 10:00 a.m. (Toronto time) at least one (1) Business Day prior to the date of such prepayment.

If at any time any Bankers’ Acceptances are to be paid prior to their maturity, the Canadian Borrower shall be required to deposit the amount of such prepayment in a cash collateral account with the Global Administrative Agent until the date of maturity of such Bankers’ Acceptances. Such cash collateral account shall be under the sole dominion and control of the Global Administrative Agent. Except as contemplated hereby, neither the Canadian Borrower nor any Person claiming on behalf of the Canadian Borrower shall have any right to any of the cash in such cash collateral account. The Global Administrative Agent shall apply the cash held in such cash collateral account to the face amount of such Bankers’ Acceptances at maturity whereupon any cash remaining in such cash collateral account shall be released by the Global Administrative Agent to the Canadian Borrower.

SCHEDULE III

to Syndicated Canadian Addendum

for Canadian Borrower

OTHER PROVISIONS

1. Borrowing Procedures: Same as Credit Agreement, except as noted below:

Notice of Borrowing of (i) Bankers’ Acceptance Loans, (ii) conversion of outstanding Canadian Prime Rate Loans into Bankers’ Acceptances, and (iii) renewal of Bankers’ Acceptance Loan (which renewals) shall be in the same form of Loan) shall be given by the Canadian Borrower to the Global Administrative Agent not later than the time specified in Schedule II to the Credit Agreement. Such notice shall also state the term applicable to such Bankers’ Acceptance.

2. Funding Arrangements: Same as Credit Agreement.

3. Promissory Notes: If requested by any Syndicated Canadian Bank.

SCHEDULE IV

to Syndicated Canadian Addendum

for Canadian Borrower

Form of Syndicated Canadian Note

                         , 20    

Harley-Davidson Financial Services Canada, Inc., a corporation organized under the laws of Canada (the “Canadian Borrower”), promises to pay to the order of [                    ] (the “Syndicated Canadian Bank”) the aggregate unpaid principal Dollar Amount of all Syndicated Canadian Loans made by the Syndicated Canadian Bank to the Canadian Borrower pursuant to Article II of the Credit Agreement hereinafter referred to (together with the Syndicated Canadian Addendum, as each of the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement), in immediately available funds on the dates and at the offices of JPMorgan Chase Bank, N.A., as Global Administrative Agent, specified in the Agreement, together with interest on the unpaid principal amount hereof at the rates and on the dates determined in accordance with the Agreement. The Canadian Borrower shall pay the principal of and accrued and unpaid interest on the Syndicated Canadian Loans in full on the Termination Date (unless an earlier termination date shall be specified in or pursuant to the Syndicated Canadian Addendum).

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

This Note is one of the Syndicated Canadian Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of April 29, 2010 entered into among the Canadian Borrower, Harley-Davidson, Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Delaware corporation, Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson Financial Services International Inc., a Delaware corporation, Harley-Davidson Credit Corp., a Nevada corporation, the Opco Guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as the Global Administrative Agent and the Global Swing Line Lender and the institutions from time to time party thereto as Lenders, including the Syndicated Canadian Bank, to which Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions governing this Syndicated Canadian Note, including the terms and conditions under which this Syndicated Canadian Note may be prepaid or its maturity date accelerated. The Agreement, among other things, provides for the making of “Syndicated Canadian Loans” by the Syndicated Canadian Bank to the Canadian Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Syndicated Canadian Bank’s Commitment, except as otherwise contemplated in the Agreement.

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

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

HARLEY-DAVIDSON FINANCIAL SERVICES CANADA, INC.

By:

Name:

Title:

Schedule of Syndicated Canadian Loans and Payments of Principal

to

Syndicated Canadian Note of Harley-Davidson Financial Services Canada, Inc.

Dated                          , 20    

Date Principal amount
and currency of
Syndicated Loan Maturity of
Interest Period Principal Amount
Paid Unpaid Balance

EXHIBIT F

TO

CREDIT AGREEMENT

Commitment and Acceptance

Dated                      , 20    

Reference is made to that certain 3-Year Credit Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of April 29, 2010 entered into among Harley-Davidson, Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation, 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 Opco Guarantors from time to time a party thereto, the institutions from time to time a party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as the Global Administrative Agent and the Global Swing Line Lender. Terms defined in the Credit Agreement are used herein with the same meaning.

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

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

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

F-1

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

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

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

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

	HARLEY-DAVIDSON, INC.
	By:
	Name:
	Title:
	JPMORGAN CHASE BANK, N.A., as Global Administrative Agent
	By:
	Name:
	Title:
COMMITMENT:	ACCEPTING BANK:
$[                    ]	[                        ]
	By:
	Name:
	Title:

F-2

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 April 29, 2010, entered into among Harley-Davidson, Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation, 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 Opco Guarantors from time to time a party thereto, the institutions from time to time a party thereto (the “Lenders”) and the Global Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

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

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

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

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

EX-4.2

Exhibit 4.2

EXECUTION COPY

364-DAY CREDIT AGREEMENT

Dated as of April 29, 2010

among

HARLEY-DAVIDSON, INC. and HARLEY-DAVIDSON FUNDING CORP.,

as the U.S. Borrowers,

HARLEY-DAVIDSON FINANCIAL SERVICES, INC.,

HARLEY-DAVIDSON CREDIT CORP. and

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

as Guarantors,

THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO,

as Lenders,

JPMORGAN CHASE BANK, N.A.,

as Global Administrative Agent,

CITIBANK, N.A.,

as Syndication Agent and

BNP PARIBAS, THE ROYAL BANK OF SCOTLAND plc,

U.S. BANK NATIONAL ASSOCIATION and DEUTSCHE BANK AG, NEW YORK BRANCH,

as Documentation Agents

J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS, INC. AND BNP

PARIBAS SECURITIES CORP.,

as Co-Lead Arrangers and

J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS, INC. AND BNP

PARIBAS SECURITIES CORP.,

as Joint Book Runners

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
1.1	Certain Defined Terms	1
ARTICLE II	THE CREDITS	18
2.1	Syndicated Global Loans	18
2.2	Conversion to Term Loan	19
2.3	Optional Payments of Loans	19
2.4	Reduction/Increase of Commitments	19
2.5	Method of Borrowing Syndicated Global Advances	22
2.6	Method of Selecting Types and Interest Periods; Determination of Applicable Margins	22
2.7	Minimum Amount of Each Syndicated Global Advance	25
2.8	Method of Selecting Types and Interest Periods for Conversion and Continuation of Syndicated Global Advances	25
2.9	[Reserved]	25
2.10	The Bid Rate Advances	25
2.11	Default Rate	29
2.12	Method of Payment	29
2.13	Notes, Telephonic Notices	29
2.14	Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis; Loan Accounts	29
2.15	Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment Reductions	30
2.16	Lending Installations	31
2.17	Non-Receipt of Funds by the Global Administrative Agent	31
2.18	Maturity Date	31
ARTICLE III	CHANGE IN CIRCUMSTANCES	31
3.1	Yield Protection	31
3.2	Changes in Capital Adequacy Regulations	32
3.3	Availability of Types of Advances	32
3.4	Funding Indemnification	33
3.5	Taxes	33
3.6	Mitigation; Lender Statements; Survival of Indemnity	35
3.7	[Reserved]	36
3.8	Replacement of Affected Lenders	36

i

ARTICLE IV	CONDITIONS PRECEDENT	36
4.1	Initial Loans	36
4.2	Each Loan	37
ARTICLE V	REPRESENTATIONS AND WARRANTIES	37
5.1	Representations and Warranties	37
ARTICLE VI	COVENANTS	38
6.1	Affirmative Covenants	38
6.2	Negative Covenants	42
6.3	Financial Covenants	46
ARTICLE VII	DEFAULTS	47
7.1	Defaults	47
ARTICLE VIII	ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES	49
8.1	Remedies	49
8.2	Defaulting Lender	50
8.3	Amendments	51
8.4	Preservation of Rights	52
ARTICLE IX	GENERAL PROVISIONS	52
9.1	Survival of Representations	52
9.2	Governmental Regulation	52
9.3	Headings	52
9.4	Entire Agreement	52
9.5	Several Obligations; Benefits of this Agreement	53
9.6	Expenses; Indemnification	53
9.7	Numbers of Documents	54
9.8	Accounting	54
9.9	Severability of Provisions	54
9.10	Nonliability of Lenders	54
9.11	CHOICE OF LAW AND SUBMISSION TO JURISDICTION	55
9.12	WAIVER OF JURY TRIAL	55
9.13	No Strict Construction	55
9.14	USA PATRIOT ACT	55
9.15	Service of Process	56
ARTICLE X	THE GLOBAL ADMINISTRATIVE AGENT	56
10.1	Appointment; Nature of Relationship	56

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10.2	Powers	56
10.3	General Immunity	56
10.4	No Responsibility for Loans, Creditworthiness, Recitals, Etc	56
10.5	Action on Instructions of Lenders	57
10.6	Employment of the Global Administrative Agent and Counsel	57
10.7	Reliance on Documents; Counsel	57
10.8	The Global Administrative Agent’s Reimbursement and Indemnification	57
10.9	Rights as a Lender	58
10.10	Lender Credit Decision	58
10.11	Successor Global Administrative Agent	58
10.12	Co-Agents, Documentation Agent, Syndication Agent, etc	58
ARTICLE XI	SETOFF; RATABLE PAYMENTS	58
11.1	Setoff	59
11.2	Ratable Payments	59
ARTICLE XII	GUARANTEE	59
ARTICLE XIII	BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	62
13.1	Successors and Assigns	62
13.2	Participations	62
13.3	Assignments	63
13.4	Confidentiality	64
13.5	Dissemination of Information	65
13.6	Non-Use of HDFS’ Licensed Marks	65
ARTICLE XIV	NOTICES	65
14.1	Giving Notice	65
14.2	Change of Address	66
ARTICLE XV	COUNTERPARTS	66
15.1	Counterparts	66

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))
EXHIBIT F	–	Form of Joinder Agreement (§ 6.1.11)

iv

Schedules

Schedule I	–	Funding Protocols re: Syndicated Global Loans (Definitions, § 2.6)
Schedule II	–	Intercompany Subordination Terms (Definitions)
Schedule 6.2.1(b)	–	Indebtedness (§ 6.2.1(b))
Schedule 6.2.2(c)	–	Liens (§ 6.2.2(c))
Schedule 6.2.8	–	Restrictive Agreements (§ 6.2.8)

v

364-DAY CREDIT AGREEMENT

This 364-Day Credit Agreement dated as of April 29, 2010 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 Credit Corp., a Nevada corporation, certain other Subsidiaries of Harley from time to time a party hereto as Opco Guarantors, the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement or an assignment and assumption pursuant to Section 13.3, JPMorgan Chase Bank, N.A., as the Global Administrative Agent, Citibank, N.A., in its capacity as Syndication Agent and BNP Paribas, The Royal Bank of Scotland plc, U.S. Bank National Association 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 $675,000,000.

“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, 2009 (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

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compliance with such section shall be determined on the basis of Agreement Accounting Principles in effect immediately before the relevant change in Agreement Accounting Principles became effective, until either such notice is withdrawn or such Section is amended in a manner satisfactory to Harley and the Required Lenders.

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

“Applicable Cash Restructuring Amount” is defined in Section 6.3(A) hereof.

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

“Applicable Floor” 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.

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

“Bankruptcy Code” is defined in Article XII hereof.

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

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

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

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

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

“Bid Rate Note” means a promissory note of a Global Borrower payable to the order of any Syndicated Global Lender, in substantially the form of Exhibit B-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 (including the Loan Conversion Date, if any).

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

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

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

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

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“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 in effect as of the date of this Agreement.

“Change” is defined in Section 3.2 hereof.

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

“Closing Date” means April 29, 2010.

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

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

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

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

“Company” means any Borrower or Guarantor, individually, and “Companies” means each of the Borrowers and Guarantors, collectively; provided that no Opco Guarantor (other than any Opco Guarantor executing this Agreement on the Closing Date in such capacity) 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)).

4

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

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

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

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

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

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

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

“Consolidated 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. It is understood and agreed that the amount of liability in respect of any Contingent Obligation of any Person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation exists and (b) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such Person may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be such Person’s maximum reasonably anticipated liability in respect thereof as reasonably determined by Harley in good faith.

“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.

5

“Cure Loan” is defined in Section 8.2 hereof.

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

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

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

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

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

“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.

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“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 minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the Applicable Margin.

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

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

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

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“Existing Credit Agreement” means that certain 364-Day Credit Agreement dated as of April 30, 2009 among inter alia Harley, HDFC, the lenders party thereto and JPMorgan Chase Bank, N.A. as global administrative agent, as such agreement has been amended or otherwise modified prior to the Closing Date.

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

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

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

“Finco” means HDFS, HDCC and HDFC.

“Finco Guarantor” means any of HDFS or HDCC and “Finco Guarantors” means each of HDFS and HDCC 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.

“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%.

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

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

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

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

“Guarantee” is defined in Article XII hereof.

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

“Guaranty Ratings Threshold Date” means the first date on which Harley achieves both of the following: (i) a Moody’s Rating of Baa1 (with stable outlook) or better and (ii) an S&P Rating of BBB+ (with stable outlook) or better; provided further, that (x) if at any time Moody’s does not maintain an issuer rating for Harley, the condition in the foregoing clause (i) may be satisfied at such time if HDFC achieves a Moody’s Rating of Baa1 (with stable outlook) or better and (y) if at any time S&P does not maintain an implied corporate credit rating for Harley, the condition in the foregoing clause (ii) may be satisfied at such time if HDFC achieves an S&P Rating of BBB+ (with stable outlook) or better. For the avoidance of doubt, it is understood and agreed that HDFC’s Moody’s Rating (and/or S&P Rating, as applicable) shall only be used to determine whether the Guaranty Ratings Threshold Date has occurred to the extent that Harley does not have a Moody’s Rating (and/or an S&P Rating, as applicable) as described above.

“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.

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

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

“Indebtedness” of any Person means, without duplication, (i) any indebtedness of such Person, contingent or otherwise, (a) in respect of borrowed money including all principal, interest, fees and expenses with respect thereto (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or (b) evidenced by bonds, notes, acceptances, debentures or other instruments or letters of credit (or reimbursement obligations with respect thereto) or representing the balance deferred and unpaid of the purchase price of any Property (including pursuant to Capitalized Leases) or services, if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with Agreement Accounting Principles (except that any such balance that constitutes a trade payable and/or an accrued liability arising in the ordinary course of business shall not be considered Indebtedness); and (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 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.

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

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

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

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

“Information Memorandum” means the Confidential Information Memorandum dated March 2010 relating to the Borrowers and the Transactions.

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

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

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

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

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

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

“LIBOR” means the applicable British Bankers’ Association Interest Settlement Rate for deposits in Dollars appearing on the LIBOR Reference Page as of the applicable LIBOR Fixing Time, in the approximate amount of the pro rata share of the Global Administrative Agent (or any of its Affiliates) of the applicable Eurodollar Rate Loan, or in the case of an Indexed Rate Auction in an amount equal to $1,000,000, and, in each case, having a maturity approximately equal to the requested Interest Period or interest period; provided that, (i) if the LIBOR Reference Page is not available to the Global Administrative Agent for any reason at or about the LIBOR Fixing Time, the applicable LIBOR for the relevant Interest Period or interest period shall instead be the applicable British Bankers’ Association Interest Settlement Rate for deposits in Dollars offered to leading banks as reported by any other generally recognized financial information service specified by the Global Administrative Agent as of the applicable LIBOR Fixing Time,

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and having a maturity approximately equal to such Interest Period or interest period, and (ii) if no such British Bankers’ Association Interest Settlement Rate is available, the applicable LIBOR for the relevant Interest Period or interest period shall instead be the rate determined by the Global Administrative Agent to be the rate at which JPMorgan Chase Bank, N.A. offers to place deposits in Dollars with first-class banks in the London interbank market at the applicable LIBOR Fixing Time, in the approximate amount of JPMorgan Chase Bank, N.A.’s (or any of its Affiliates) relevant Eurodollar Rate Loan or in the case of an Indexed Rate Auction in an amount equal to $1,000,000 and, in each case, having a maturity approximately equal to such Interest Period or interest period.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Opco Guarantor” means any Material Domestic Opco Subsidiary.

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

“Permitted 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

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documentary credit transactions; (j) Liens arising due to any cash pooling, netting or composite accounting arrangements between any one or more of the Borrowers and any of their Subsidiaries or between any one or more of such entities and one or more banks or other financial institutions where any such entity maintains deposits; and (k) customary rights of set off, revocation, refund or chargeback or similar rights under deposit disbursement, concentration account agreements or under the UCC (or comparable foreign law) or arising by operation of law of banks or other financial institutions where any Borrower or any of its Subsidiaries maintains deposit, disbursement or concentration accounts in the ordinary course of business.

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

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

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

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

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

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

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

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

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

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

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“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.

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

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

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

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

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

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

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

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“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 April 29, 2010 to the Global Administrative Agent from Harley and HDFS pursuant to which certain modifications to the above-referenced Support Agreement were agreed to for the benefit of the Global Administrative Agent and the Lenders.

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

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

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

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

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

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

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

“Term Loan” is defined in Section 2.2 hereof.

“Termination Date” means the earlier of (a) April 28, 2011 and (b) the date of termination of the Commitments pursuant to Section 2.4 or Section 8.1.

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

“Transferee” is defined in Section 13.5 hereof.

“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

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this Agreement, each Global Borrower may borrow, repay and reborrow Syndicated Global Loans at any time prior to the Termination Date. Each Global Borrower may select, in accordance with Sections 2.6 and 2.8 and subject to the other conditions and limitations therein set forth and set forth in this Article II, Global Rate Options and Interest Periods applicable to portions of the Syndicated Global Advances. On the Maturity Date, the outstanding principal balance of the Syndicated Global Loans shall be paid in full by the Global Borrowers.

2.2 Conversion to Term Loan. If the Borrowers so elect by delivery of a written notice (the “Term Loan Conversion Notice”) to the Global Administrative Agent at least ten (10) but not more than twenty (20) days prior to the date of the Termination Date, then on the Termination Date (the “Loan Conversion Date”), but subject to the satisfaction of the conditions precedent set forth in Section 4.2 hereof, the Commitments shall be terminated and the then outstanding principal amount of the Loans shall be converted to a term loan (the “Term Loan”) which shall, in the case of each Lender, be in the amount of such Lender’s outstanding Loans on such date, and which shall be due and payable in full, together with accrued interest, on the first anniversary of the Loan Conversion Date, with any prepayment thereof to be made subject to Section 2.3; provided, that no such conversion shall occur (i) if a Default or Unmatured Default has occurred and is continuing either on the date of delivery of such Term Loan Conversion Notice or on the Loan Conversion Date or (ii) unless and until the Borrowers have paid to the Global Administrative Agent, for the ratable account of each Lender, a fee in an amount equal to 1.50% of the aggregate principal amount of the Term Loan on the Loan Conversion Date. Amounts repaid or prepaid in respect of the Term Loan following any such conversion may not be reborrowed. If such term loan conversion has not previously been completed, then on the Termination Date, the Commitments shall be terminated and all of the Loans and other Obligations shall be due and payable.

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

2.4 Reduction/Increase of Commitments.

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

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(b) Increase in Aggregate Commitment.

(i) At any time prior to the Termination Date, Harley may request that the Aggregate Commitment be increased; provided that, (A) the Aggregate Commitment shall at no time exceed $1,000,000,000 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

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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.

(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.

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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.

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

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

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

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

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

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

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“Applicable Margin” means the greater of (i) the Applicable Floor and (ii) (x) a percentage determined in accordance with the provisions of this Section 2.6(b) by reference to Harley’s or the Applicable Finco’s, as applicable, Status as established by reference to the following table, multiplied by, (y) on each Rate Set Date, the average of the Markit CDX.NA.IG Series 14 or any successor series (5 Year Period) (the “Index”) for the preceding thirty (30) business days (in respect of which the Securities Industry and Financial Markets Association declares the U.S. fixed income market to be open) as available to the applicable office of the Global Administrative Agent, or if fewer, the number of days for which the then current series is in effect; provided that in respect of the Term Loan, if any, “Applicable Margin” means the Applicable Term-Out Margin:

Percentage for Determining Applicable Margin, Applicable Floor and Applicable Commitment Fee Rate	Level I		Level II		Level III		Level IV		Level V
Applicable Margin	60	%	75	%	100	%	125	%	150	%
Applicable Floor	1.00	%	1.25	%	1.50	%	2.00	%	2.50	%
Applicable Commitment Fee Rate	0.15	%	0.20	%	0.25	%	0.30	%	0.375	%
Applicable Term-Out Margin	2.50	%	2.75	%	3.00	%	3.50	%	4.00	%

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

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

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

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

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

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

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“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 Rate, the Closing Date and the first Business Day of each calendar quarter thereafter, (3) with respect to all Loans, the date on which any change in a Status occurs and (4) notwithstanding the foregoing, during such time when the Index is unavailable, as further described in Section 3.3(b).

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

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

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

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

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(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” and the “Guaranty Ratings Threshold Date”) 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.

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

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

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

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

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

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

2.9 [Reserved]

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

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(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.

(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

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(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.

(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.

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(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.

(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.

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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.

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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 Rate per annum from and after the date hereof until the Termination Date on the average daily unused amount of the Aggregate Commitment during a given calendar quarter calculated on the last Business Day of such calendar quarter. All such commitment fees payable under this clause (C) shall be payable quarterly in arrears on the last Business Day of each March, June, September and December occurring after the date hereof and, in addition, on the Termination Date.

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

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

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

2.15 Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment Reductions. Promptly after receipt thereof, the Global Administrative Agent will notify each relevant Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice,

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Continuation/Conversion Notice, repayment notice and Term Loan Conversion Notice received by it hereunder. The Global Administrative Agent will notify each relevant Lender of the interest rate applicable to each Fixed Rate Loan promptly upon determination of such interest rate.

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

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

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

ARTICLE III CHANGE IN CIRCUMSTANCES

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

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

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(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.

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

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

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

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

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(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.

(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.

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(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

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Fixed Rate Loan through the purchase of a deposit of the type, currency and maturity corresponding to the deposit used as a reference in determining the applicable fixed rate of interest with respect to such Loan, whether in fact that is the case or not. The obligations of the Borrowers and the Guarantors under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

3.7 [Reserved]

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

ARTICLE IV CONDITIONS PRECEDENT

4.1 Initial Loans. This Agreement shall not become effective nor shall the Lenders be required to make the initial Loans unless (i) since December 31, 2009, no event, development or circumstance shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, assets, operations or financial condition of Harley and its subsidiaries taken as a whole 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 (on a Consolidated basis), (2) unaudited Consolidated financial statements of Harley (excluding HDFS and its Subsidiaries), (3) audited Consolidated financial statements of HDFS and its Subsidiaries (on a Consolidated basis), in the case of each of the foregoing clauses (1), (2) and (3), for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (4) financial statement projections of (A) Harley (on a Consolidated basis), (B) Harley (excluding HDFS and its Subsidiaries) and (C) HDFS and its Subsidiaries, in the case of each of the foregoing clauses (A), (B) and (C), for the 2010 fiscal year, together with key underlying assumptions in reasonable detail and (e) delivered evidence reasonably satisfactory to the Global Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all Indebtedness under the Existing Credit Agreement, and the termination of the applicable agreements relating thereto, all taking effect concurrently with the effectiveness of this Agreement; provided that any Lender hereunder which is also a “Lender” under the Existing Credit Agreement hereby waives any requirement of five (5) Business Days notice by the “Borrowers” under the Existing Credit Agreement prior to the reduction of the commitments thereunder and the termination thereof.

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

(i) there exists no Default or Unmatured Default; 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 (excluding, for the avoidance of doubt, consummation of the conversion to the Term Loan pursuant to Section 2.2) and (3) on and as of the effective date of any increase in the Commitments (if any).

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).

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5.1.5 Financial Statements. The Consolidated balance sheet of Harley and its Subsidiaries as at December 31, 2009, and the related Consolidated statements of income and cash flows of Harley and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young LLP, independent public accountants copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated financial condition of Harley and its Subsidiaries as at such date and the Consolidated results of the operations of Harley and its Subsidiaries for the periods ended on such date, all in accordance with generally accepted accounting principles consistently applied.

5.1.6 Material Adverse Change. Since December 31, 2009, there has been no Material Adverse Change.

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

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

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

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

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

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ARTICLE VI COVENANTS

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

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

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

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

6.1.4 Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Material Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that Harley and such Subsidiaries may consummate any transaction permitted under Section 6.2.3 and provided further 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.

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

6.1.9 Reporting Requirements. Furnish to the Global Administrative Agent:

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

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

(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;

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

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

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

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

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

6.1.11 Opco Guarantors.

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

(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

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subsequently become a Material Domestic Opco Subsidiary, such Domestic Subsidiary shall continue to be subject to the guarantor requirements of subsection (a) above, if applicable. If all or substantially all (but in any event greater than 50%) of the assets of, or all of the equity interests owned by Harley and/or its Subsidiaries in, a Material Domestic Opco Subsidiary are being sold, transferred or otherwise disposed of pursuant to a transaction permitted by this Agreement, then, upon the consummation of such transaction, such Domestic Subsidiary shall no longer be an Opco Guarantor and shall be automatically released from the Guarantee and its obligations thereunder shall be terminated.

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

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

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

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

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

(d) Indebtedness of any Subsidiary of Harley to any Company or any other Subsidiary of Harley;

(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 not prohibited 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;

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(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 this Agreement;

(l) Indebtedness incurred in connection with acquisitions or dispositions not prohibited 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 not prohibited 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 $100,000,000 at any time outstanding.

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

(a) Permitted Liens;

(b) purchase money Liens upon or in any real Property or goods acquired or held by any of the Companies or any Material Subsidiary in the ordinary course of business to secure the purchase price of such Property or goods or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such real Property or goods, or Liens existing on such real Property or goods at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such Property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real Property or goods being acquired (and related Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, further that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (b) shall not exceed $100,000,000 (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York);

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

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

(e) other Liens or assignments securing Indebtedness and other obligations in an aggregate principal amount not to exceed $100,000,000 at any time outstanding;

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

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

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

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

6.2.3 Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so, except that (i) any Subsidiary (other than any Company) may merge or consolidate with or into, or transfer, convey or dispose of assets to, any other Subsidiary, (ii) any of the Companies and any Material Subsidiary may merge into or transfer, convey or dispose of assets to any of the Companies, (iii) Harley may merge into a wholly-owned Subsidiary that has no material assets or liabilities for the sole purpose of changing the state of incorporation of Harley if the surviving corporation shall expressly assume the liabilities of Harley under this Agreement and the other Loan Documents and (iv) any Guarantor may merge or consolidate with a Person (other than a Borrower) in a transaction in which such Guarantor is the surviving entity; provided, in each case, that no Unmatured Default shall have occurred and be continuing at the time of such proposed transaction or would result after giving effect thereto and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries in respect of dispositions of inventory, cash or obsolete, used or surplus equipment or other Property in the ordinary course of business or in respect of any Permitted Finance Receivables Securitization and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries from selling or disposing of any Property the contemplated disposition of which Harley has disclosed in any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with or furnished to the Commission prior to the Closing Date.

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

6.2.5 Changes in Nature of Business. Make, or permit any of its Material Subsidiaries to make, any material change in the nature of the business of Harley and its Subsidiaries taken as a whole as carried on at the date hereof (other than any contemplated disposition described in the third proviso to Section 6.2.3).

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

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

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

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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.

6.3 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):

“Applicable Cash Restructuring Amount” means (i) $150,000,000 in the case of the four consecutive fiscal quarter period ending on or about December 31, 2010 and (ii) $50,000,000 in the case of each four consecutive fiscal quarter period ending as of the end of each fiscal year thereafter.

“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 the Applicable Cash Restructuring Amount incurred in any period of four consecutive fiscal quarters ending as of the end of the applicable fiscal year of Harley and (f) other non-cash or extraordinary charges minus (g) any cash payments made during such period in respect of any non-cash charges previously added back to Consolidated EBITDA in accordance with the foregoing clause (f) and paid subsequent to the fiscal quarter in which such non-cash charge was incurred, in each case determined in accordance with Agreement Accounting Principles for such period. For the purposes of calculating Consolidated EBITDA for any period, if during such period Harley or any Subsidiary shall have made an acquisition or a disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such acquisition or disposition occurred on the first day of such period.

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

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

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

“Consolidated 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.

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

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

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

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

(C) Maximum Finco Leverage Ratio. The Companies shall not permit the Finco Leverage Ratio, as of the end of any fiscal quarter, 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 the ratio set forth below opposite such date:

Fiscal Quarter Ending	Minimum Interest Coverage Ratio
March 31, 2010	2.00 to 1.00
June 30, 2010	2.00 to 1.00
September 30, 2010	2.00 to 1.00
December 31, 2010	2.25 to 1.00
March 31, 2011 and each fiscal quarter ending thereafter	2.50 to 1.00

ARTICLE VII DEFAULTS

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

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

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

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

(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 $100,000,000 in the aggregate (but excluding (1) Indebtedness outstanding hereunder and (2) Indebtedness under a Permitted Finance Receivables Securitization) of such Borrower or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (ii) or any event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness (including, for the avoidance of doubt, such Indebtedness under a Permitted Finance Receivables Securitization to the extent such Indebtedness appears as a liability or indebtedness on the balance sheet of any Borrower or any Material Subsidiary in accordance with Agreement Accounting Principles – “Balance Sheet ABS Debt”) and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to enable or permit the holder or holders of any such Indebtedness to cause such Indebtedness to become due, or require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity date; or any such Indebtedness (including Balance Sheet ABS Debt) shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness (including Balance Sheet ABS Debt) shall be required to be made, in each case prior to the stated maturity thereof.

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

(f) Monetary Judgments. Judgments or orders for the payment of money in excess of $100,000,000 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

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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 $100,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of Harley or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan.

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

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

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

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

8.1 Remedies

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

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(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”) or any Lender otherwise becomes a Defaulting Lender, until the earlier of such Lender’s cure of such failure and the termination of the Commitments, the proceeds of all amounts thereafter repaid to the Global Administrative Agent by any Borrower and otherwise required to be applied to such Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Global Administrative Agent (“Cure Loans”) on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ix) amend this Section 8.3.

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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

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.

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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:

(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

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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. 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 Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Harley or any Subsidiary of Harley at “fair value”, as defined therein.

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

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

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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.

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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.

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

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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.

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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 Global Administrative Agent in Section 10.10.

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

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

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

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

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

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(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.

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

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

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receives such written notice, the rights of such Lender with respect thereto shall be the same as if such termination or revocation had not occurred. The provisions of this Article XII shall remain in full force and effect, notwithstanding any termination of this Agreement, until the Obligations shall have been fully paid (in cash) and discharged.

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

ARTICLE XIII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

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.

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(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.

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(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.

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

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

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

65

be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by telex or facsimile, shall be deemed given when transmitted (answerback confirmed in the case of telexes); or, if by courier, one (1) Business Day after deposit with a reputable overnight carrier service; with all charges paid. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Global Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Global Administrative Agent and the applicable Lender. The Global Administrative Agent or the Companies may, in their respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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

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]

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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, Treasurer and Controller
Address: Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice-President, Treasurer and Controller 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: John Olin, Senior Vice-President, and Chief Financial Officer Telephone No.: (414) 343-4101 Facsimile No.: (414) 343-4990

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON FUNDING CORP., as a U.S. Borrower
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President and Treasurer
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice-President and Treasurer Telephone No.: (414) 343-4584 Facsimile No.: (414) 343-4990

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON FINANCIAL SERVICES, INC., as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President, Treasurer and Assistant Secretary
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice-President, Treasurer and Assistant Secretary Telephone No.: (414) 343-4584 Facsimile No.: (414) 343-4990

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

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

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

H-D MICHIGAN, LLC, as Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President and Treasurer
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President and Treasurer Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON MOTOR COMPANY GROUP, LLC, as Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON MOTOR COMPANY OPERATIONS, LLC, as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON MOTOR COMPANY, INC. as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

H-D GROUP, LLC, as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

HDMC, LLC, as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

HARLEY-DAVIDSON HOLDING CO. INC., as a Guarantor
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President, Treasurer and Controller
3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Attention: Perry A. Glassgow, Vice President, Treasurer and Controller Telephone No.: (414) 343-4584 Facsimile No.: (414) 34-4990

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

JPMORGAN CHASE BANK, N.A., as the Global Administrative Agent and as a Lender
By:	/s/ Richard W. Duker
	Name: Richard W. Duker
	Title: Managing Director
In the case of Borrowing Notices for Advances in Dollars: JPMorgan Chase Bank, N.A. 1111 Fannin Houston, Texas 77002 Attention: Syed Abbas Facsimile No.: (713) 750-2938 With a copy to: JPMorgan Chase Bank, N.A. 383 Madison Avenue, 24 th Floor New York, New York 10179 Attention: Richard W. Duker Facsimile No.: (212) 270-5100

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

CITIBANK, N.A., as Syndication Agent and as a Lender
By:	/s/ Maureen P. Maroney
	Name: Maureen P. Maroney
	Title: Vice President
Address: 388 Greenwich Street New York, New York Attention: Edward Herko Telephone No.: (212) 816-2831 Facsimile No.: (866) 399-6995

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

BNP PARIBAS, as a Documentation Agent and as a Lender
By:	/s/ Curtis Price
	Name: Curtis Price
	Title: Managing Director
By:	/s/ Nader Tannous
	Name: Nader Tannous
	Title: Director
Address: 209 S. LaSalle Ste 500 Chicago, IL 60604 Attention: Nader Tannous Telephone No.: (312) 977-1382 Facsimile No.: (312) 977-1380

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

THE ROYAL BANK OF SCOTLAND plc, as a Documentation Agent and as a Lender
By:	/s/ L. Peter Yetman
	Name: L. Peter Yetman
	Title: SVP
Address: 600 Washington Boulevard Stamford, CT 06901 Attention: L. Peter Yetman Telephone No.: 203.897.3845 Facsimile No.: 203.873.3451

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

U.S. BANK NATIONAL ASSOCIATION, as a Documentation Agent and as a Lender
By:	/s/ Sandra J. Hartay
	Name: Sandra J. Hartay
	Title: Vice President
Address: 777 E. Wisconsin Ave. Milwaukee, WI 53202 Attention: Sandra J. Hartay Telephone No.: (414) 765-5719 Facsimile No.: (414) 765-4632

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

DEUTSCHE BANK A.G., NEW YORK BRANCH, as a Documentation Agent and as a Lender
By:	/s/ Rainer Meier
	Name: Rainer Meier
	Title: Director
By:	/s/ Hans-Josef Thiese
	Name: Hans-Josef Thiese
	Title: Director
Address: 60 Wall Street New York, NY 10005 Attention: Rainer Meier Telephone No.: (212) 250-0109 Facsimile No.: (212) 797-0070

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

WELLS FARGO BANK, N.A., as a Lender
By:	/s/ Peter Martinets
	Name: Peter Martinets
	Title: Managing Director
Address: 230 W. Monroe St. Chicago, IL 60606 Attention: Joe Giampetroni Telephone No.: 312-845-4397 Facsimile No.: 312-553-4783

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

FIFTH THIRD BANK, as a Lender
By:	/s/ James B. Carty
	Name: James B. Carty
	Title: Officer- Portfolio Manager
Address: Attention: Telephone No.: Facsimile No.:

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

M&I MARSHALL & ILSLEY BANK, as a Lender
By:	/s/ Leo D. Freeman
	Name: Leo D. Freeman
	Title: Senior Vice President
By:	/s/ Daniel A. Defnet
	Name: Daniel A. Defnet
	Title: Senior Vice President
Address: 770 N. Water Street Milwaukee, WI 53202 Attention: Leo Freeman Telephone No.: (414) 765-7943 Facsimile No.: (414) 765-7670

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

MIZUHO CORPORATE BANK, LTD., as a Lender
By:	/s/ Robert Gallagher
	Name: Robert Gallagher
	Title: Authorized Signatory
Address: 1251 Avenue of the Americas New York, NY 10020 Attention: Donna DeMagistris Telephone No.: (212) 282-3335 Facsimile No.: (212) 282-4488

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

TORONTO DOMINION (NEW YORK) LLC, as a Lender
By:	/s/ Ian Murray
	Name: Ian Murray
	Title: Authorized Signatory
Address: 313 West 52nd Street New York, NY 10019 Attention: Carmen Parente Telephone No.: (212) 827-7526 Facsimile No.: (212) 827-7791

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

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                   Alex Lam Telephone No.: 312-696-4662 Facsimile No.: 212 782-6440 with a copy                          To 312-696-4535

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

THE BANK OF NEW YORK MELLON, as a Lender
By:	/s/ Jane Angelini
	Name: Jane Angelini
	Title: First Vice President
Address: One Mellon Center, 500 Grant Street Pittsburgh, PA 15258
Attention: Jane Angelini                   Rm 151-3600 Telephone No.: 412-234-0720 Facsimile No.: 412-209-2089

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

THE NORTHERN TRUST COMPANY, as a Lender
By:	/s/ Margaret V. Tomaszek
	Name: Margaret V. Tomaszek
	Title: Vice President
Address: 50 South LaSalle Street M-27 Chicago, Illinois 60603
Attention: Keith L. Burson Telephone No.: 312-444-3099 Facsimile No.: 312-444-4906

Signature Page to 364-Day Credit Agreement

Harley-Davidson, Inc. et al

SCHEDULE I

FUNDING PROTOCOLS re: SYNDICATED GLOBAL LOANS

Harley-Davidson $675 million Global Credit Facility
Location	Tenor	Notice to Ad Agent	Minimum Amounts Borrowing/Increments	Rate fixing	Screen	Comment
U.S. Borrower - Syndicate Borrowing – US or IBF Nassau
		Houston Loan & Agency
ABR	overnight	same day/3PM NYT	$5mm/500m	Not Applicable	Not Applicable
Eurodollar	30, 60, 90, 1801	2 Business Days/12 noon NYT	$5mm/500m	Not Applicable	Reuters LIBOR01	NY fixing

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

SCHEDULE II

INTERCOMPANY SUBORDINATION TERMS

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

the holders of the Obligations and such Hedging Liabilities. If the Borrowers fail to make any such endorsement or assignment to the Global Administrative Agent, the Global Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. The Borrowers agree that until the Obligations (other than the contingent indemnity obligations) and such Hedging Liabilities have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrowers and the holders of the Obligations (and their affiliates) have been terminated, the Borrowers will not assign or transfer to any Person (other than the Global Administrative Agent) any claim the Borrowers have or may have against any Guarantor.

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

trust, as trustee, for the benefit of the holders of the Obligations and such Hedging Liabilities and shall forthwith deliver the same to the Global Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of such Guarantor where necessary), for application to any of the Obligations and such Hedging Liabilities, due or not due, and, until so delivered, the same shall be held in trust by such Guarantor as the property of the holders of the Obligations and such Hedging Liabilities. If any Guarantor fails to make any such endorsement or assignment to the Global Administrative Agent, the Global Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Guarantor agrees that until the Obligations (other than the contingent indemnity obligations) and such Hedging Liabilities have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrowers and the holders of the Obligations (and their affiliates) have been terminated, such Guarantor will not assign or transfer to any Person (other than the Global Administrative Agent) any claim such Guarantor has or may have against the Borrowers.

SCHEDULE 6.2.1(b)

INDEBTEDNESS

1. Indebtedness arising under that certain 3-Year Credit Agreement dated as of April 29, 2010 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 Project); $4,135,000 City of Kansas City, Missouri Taxable IRB, Series 1996B (Harley-Davidson Project); $2,273,000 Missouri Development Finance Board BUILD Missouri Revenue Bonds Series 2002 (Harley-Davidson Project).

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

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.

EXHIBIT A

TO

CREDIT AGREEMENT

Commitments

Lender	Commitment
JPMorgan Chase Bank, N.A.	$	80,000,000
Citibank, N.A.	$	80,000,000
BNP Paribas	$	80,000,000
The Royal Bank of Scotland plc	$	75,000,000
U.S. Bank National Association	$	75,000,000
Deutsche Bank AG, New York Branch	$	75,000,000
Wells Fargo Bank, N.A.	$	50,000,000
Fifth Third Bank	$	25,000,000
M&I Marshall & Ilsley Bank	$	25,000,000
Mizuho Corporate Bank, Ltd.	$	25,000,000
Toronto Dominion Bank	$	25,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	25,000,000
The Bank of New York Mellon	$	17,500,000
The Northern Trust Company	$	17,500,000
Aggregate Commitment	$	675,000,000

EXHIBIT B-1

TO

CREDIT AGREEMENT

Form of Syndicated Global Note

                     , 20    

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

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

This Note is one of the Syndicated Global Notes issued pursuant to, and is entitled to the benefits of, the 364-Day Credit Agreement dated as of April 29, 2010 entered into among the Global Borrower, [Harley-Davidson, Inc., a Wisconsin corporation,] [Harley-Davidson Funding Corp., a Delaware corporation,] Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson Credit Corp., a Nevada corporation, the Opco Guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as the Global Administrative Agent and the institutions from time to time party thereto as Lenders, including the Syndicated Global Lender, to which Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions governing this Syndicated Global Note, including the terms and conditions under which this Syndicated Global Note may be prepaid or its maturity date accelerated. The Agreement, among other things, provides for the making of “Syndicated Global Loans” by the Syndicated Global Lender to the Global Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Syndicated Global Lender’s Commitment, except as otherwise contemplated in the Agreement.

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

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

B-1-1

[HARLEY-DAVIDSON, INC.]

[HARLEY-DAVIDSON FUNDING CORP.]

By:

Name:

Title:

B-1-2

Schedule of Syndicated Global Loans and Payments of Principal

to

Syndicated Global Note of [Insert relevant Global Borrower]

Dated                      , 20    

Date Principal amount
and currency of
Syndicated Loan Maturity of
Interest Period Principal Amount
Paid Unpaid Balance

B-1-3

EXHIBIT B-2

TO

CREDIT AGREEMENT

Form of Bid Rate Note

                     , 20    

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

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

This Bid Rate Note is one of the Bid Rate Notes issued pursuant to, and is entitled to the benefits of, the 364-Day Credit Agreement dated as of April 29, 2010 entered into among the Global Borrower, [Harley-Davidson, Inc., a Wisconsin corporation,] [Harley-Davidson Funding Corp., a Delaware corporation,] Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson Credit Corp., a Nevada corporation, the Opco Guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as the Global Administrative Agent and the institutions from time to time party thereto as Lenders, including the Syndicated Global Lender, to which Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions governing this Bid Rate Note, including the terms and conditions under which this Bid Rate Note may be prepaid or its maturity date accelerated.

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

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

B-2-1

[HARLEY-DAVIDSON, INC.]

[HARLEY-DAVIDSON FUNDING CORP.]

By:

Name:

Title:

B-2-2

Schedule of Bid Rate Loans and Payments of Principal

to

Bid Rate Note of [Insert relevant Global Borrower]

Dated                      , 20    

Date Principal
amount
and
currency of
Bid Rate
Loan Maturity
Date of
Loan Interest Rate
and Basis for
Calculation Interest
Payment
Dates Other
Pertinent
Terms Principal
Amount
Paid

B-2-3

EXHIBIT C

TO

CREDIT AGREEMENT

Form of Assignment Agreement

ASSIGNMENT AND ASSUMPTION

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

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

1.	Assignor:
2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify  Lender]1]
3.	Borrowers:	Harley-Davidson, Inc. Harley-Davidson Funding Corp.

¹ Select as applicable.

C-1

4.	Global Administrative Agent:	JPMorgan Chase Bank, N.A., as the Global Administrative Agent under the Credit Agreement
5.	Credit Agreement:	The $675,000,000 364-Day Credit Agreement dated as of April 29, 2010 among the Borrowers, Harley-Davidson Financial Services, Inc., Harley-Davidson Credit Corp., the Opco Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Global Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)
6.	Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/ Loans Assigned	Percentage Assigned  of Commitment/Loans2
	$	$	%
	$	$	%
	$	$	%

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

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

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

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

C-2

[Consented to and]3 Accepted:
JPMORGAN CHASE BANK, N.A., as Global Administrative Agent
By:
	Title:
[Consented to:]4
[HARLEY-DAVIDSON, INC.]
By:
	Title:

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

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

C-3

ANNEX I

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

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

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

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

C-4

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

C-5

APPENDIX I

to

Assignment and Assumption Agreement

FORM OF NOTICE OF ASSIGNMENT

[Date]

To: Harley-Davidson, Inc.

[Address]

Attention:

JPMorgan Chase Bank, N.A. as Global Administrative Agent

[Address]

Attention:

From: [NAME OF ASSIGNOR] (the “Assignor”)

[NAME OF ASSIGNEE] (the “Assignee”)

1. We refer to the 364-Day Credit Agreement (as it may be amended, modified, renewed or extended from time to time, the “Credit Agreement”) described in Item 5 of the Assignment Agreement defined below. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2. This Notice of Assignment (this “Notice”) is given and delivered to the Global Administrative Agent pursuant to Section 13.3(B) of the Credit Agreement.

3. The Assignor and the Assignee have entered into an Assignment and Assumption Agreement, dated as of                      , 20     (the “Assignment Agreement”), pursuant to which, among other things, the Assignor has sold, assigned, delegated and transferred to the Assignee, and the Assignee has purchased, accepted and assumed from the Assignor the Assigned Interest defined in the Assignment Agreement. The Effective Date of the Assignment Agreement shall be as specified in the Assignment Agreement.

4. The Assignor and the Assignee hereby give to Harley and the Global Administrative Agent notice of the assignment and delegation referred to herein.

5. The Assignee hereby represents and warrants that none of the funds, monies, assets or other consideration being used to make the purchase pursuant to the Assignment Agreement are “plan assets” as defined under ERISA and that its rights, benefits, and interests in and under the Loan Documents will not be “plan assets” under ERISA.

C-6

6. The Assignee authorizes the Administrative Agent to act as its contractual representative under the Loan Documents in accordance with the terms thereof.

NAME OF ASSIGNOR	NAME OF ASSIGNEE
By:	By:
Name:	Name:
Title:	Title:
Acknowledged and consented to by:	Acknowledged and consented to by:
JPMORGAN CHASE BANK, N.A., as Global Administrative Agent	HARLEY-DAVIDSON, INC.
By:	By:
Name:	Name:
Title:	Title:

C-7

EXHIBIT D

TO

CREDIT AGREEMENT

List of Closing Documents

Attached

D-1

364-DAY CREDIT FACILITY

TO

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

April 29, 2010

LIST OF CLOSING DOCUMENTS¹

A. CREDIT AGREEMENT AND CERTAIN LOAN DOCUMENTS

1. 364-Day Credit Agreement (the “Credit Agreement”) dated as of April 29, 2010 entered into among Harley-Davidson, Inc., a Wisconsin Corporation (“Harley”), Harley-Davidson Funding Corp., a Nevada corporation (“HDFC” and together with Harley, the “Borrowers”), Harley-Davidson Financial Services, Inc., a Delaware corporation (“HDFS”), Harley-Davidson Credit Corp., a Nevada corporation (“HDCC”), certain other Subsidiaries of Harley from time to time a party thereto as Opco Guarantors, the institutions from time to time a party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as the Global Administrative Agent, evidencing a 364-day revolving credit facility in the original aggregate amount of $675,000,000.

SCHEDULES

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

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))
EXHIBIT F	—	Form of Joinder Agreement (§6.1.11)

¹ Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. Items appearing in bold and italics shall be prepared and/or provided by the Borrowers and/or their counsel.

1

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

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

B. CORPORATE DOCUMENTS

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

5. Incumbency Certificate of each of the Borrowers.

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

7. Incumbency Certificate of HDFS.

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

9. Incumbency Certificate of HDCC.

10. Certificate of the Secretary of the each of the Opco Guarantors certifying (i) that attached thereto is a true and correct copy of resolutions of the Board of Directors (or comparable governing body) of such Opco Guarantor approving and authorizing the execution, delivery and performance of each document to which it is a party, (ii) that there have been no changes in the Certificate of Incorporation (or comparable constituent document) of such Opco

2

Guarantor since the date of the most recent certification thereof by the appropriate governmental authority in its jurisdiction of organization delivered to the Global Administrative Agent, (iii) Good Standing certificate of each of the Opco Guarantors from the office of the Secretary of State (or analogous governmental body) of its jurisdiction of organization (to the extent such concept is applicable in such jurisdiction), and (iv) the By-Laws (or other comparable governing document) attached thereto of each Opco Guarantor as in effect on the date of such certification.

11. Incumbency Certificate of each of the Opco Guarantors.

C. OPINIONS

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

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

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

15. Opinion letter of Gail A. Lione, general counsel of Harley, HDFC, HDFS, HDFSI, HDCC and the Opco Guarantors addressed to the Global Administrative Agent and the Lenders.

D. DOCUMENTATION RELATING TO HARLEY-DAVIDSON, INC.

16. Support Agreement, dated as of September 26, 1996 between Harley and HDFS evidencing Harley’s agreement to support certain debts of HDFS and its Subsidiaries, together with and as supplemented by the letter agreement dated as of April 29, 2010 to the Global Administrative Agent from Harley and HDFS.

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

E. CLOSING CERTIFICATES AND MISCELLANEOUS

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

3

EXHIBIT E

TO

CREDIT AGREEMENT

Commitment and Acceptance

Dated                      , 20    

Reference is made to that certain 364-Day Credit Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of April 29, 2010 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 Credit Corp., a Nevada corporation, the Opco Guarantors from time to time a party thereto, the institutions from time to time a party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as the Global Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meaning.

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

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

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

E-1

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

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

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

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

HARLEY-DAVIDSON, INC.

By:

Name:

Title:

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

By:

Name:

Title:

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

E-2

EXHIBIT F

TO

CREDIT AGREEMENT

Joinder Agreement

THIS JOINDER AGREEMENT (this “Agreement”), dated as of                      , 200    , is entered into between [New Subsidiary], a [                    ] (the “New Subsidiary”), and JPMORGAN CHASE BANK, N.A., in its capacity as global administrative agent (the “Global Administrative Agent”) under that certain 364-Day Credit Agreement, dated as of April 29, 2010, 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 Credit Corp., a Nevada corporation, the Opco Guarantors from time to time a party thereto, the institutions from time to time a party thereto (the “Lenders”) and the Global Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

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

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

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

F-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]

F-2

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

[NEW SUBSIDIARY]

By:

Name:

Title:

Acknowledged and accepted:

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

By:

Name:

Title:

F-3

EX-4.3

Exhibit 4.3

EXECUTION COPY

AMENDMENT NO. 1

TO

LOAN AND SERVICING AGREEMENT

THIS AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENT (this “Amendment”) dated as of April 29, 2010, is entered into by and among Harley-Davidson Warehouse Funding Corp., a Nevada corporation (the “Borrower”), Harley-Davidson Credit Corp., a Nevada corporation (the “Servicer”), certain commercial paper conduits party hereto (the “Conduit Lenders”), certain financial institutions party hereto as committed lenders (the “Committed Lenders” and together with the Conduit Lenders, the “Lenders”), the financial institutions party hereto as administrative agents (the “Administrative Agents”), JPMorgan Chase Bank, N.A. (“JPMorgan”) and Citicorp North America, Inc., as syndication agents (the “Syndication Agents”) and JPMorgan, as program agent (the “Program Agent”) and is made in respect of the Loan and Servicing Agreement dated as of April 30, 2009 among the Borrower, the Servicer, the Lenders, the Administrative Agents, the Syndication Agents and the Program Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Loan Agreement as amended hereby.

WHEREAS, the Borrower, the Servicer, the Lenders, the Administrative Agents, the Syndication Agents and the Program Agent have agreed to amend the Loan Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Servicer, the Lenders, the Administrative Agents, the Syndication Agents and the Program Agent agree as follows:

1. Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Loan Agreement is hereby amended in accordance with Annex I hereto: (a) by deleting each term thereof which is lined out and (b) by inserting each term thereof which is double underlined, in each case, in the place where such term appears therein. Upon giving effect to this Amendment, the document attached as Annex I hereto shall constitute a conformed copy of the Loan Agreement.

2. Conditions Precedent. This Amendment shall become effective as of the date hereof upon the satisfaction of the following conditions precedent:

(a) the Administrative Agents shall have received a copy of this Amendment duly executed by each party hereto and acknowledged by each Hedge Counterparty; and

(b) the Administrative Agents shall have received such other documents, instruments and agreements as such Administrative Agents may have reasonably requested.

3. Representations and Warranties of the Borrower and the Servicer. Each of the Borrower and the Servicer, as to itself, hereby represents and warrants to the Program Agent, each Administrative Agent and the Lenders as of the date hereof that:

(a) This Amendment and the Loan Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower and the Servicer and are enforceable against the Borrower and the Servicer in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(b) Upon the effectiveness of this Amendment, each of the Borrower and the Servicer hereby reaffirms all representations and warranties made by it in Article IV of the Loan Agreements, as amended, and agrees that all such representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment, unless and to the extent that any such representation and warranty is stated to relate solely to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date.

(c) As of the date hereof, no Event of Termination, Incipient Event of Termination, Early Amortization Event or Servicer Termination Event has occurred and is continuing.

4. Reference to and Effect on the Loan Agreement.

(a) Upon the effectiveness of Section 1 hereof, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.

(b) The Loan Agreement, as amended hereby, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect until hereafter terminated in accordance with their respective terms, and the Loan Agreement and such documents, instruments and agreements are hereby ratified and confirmed.

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

5. Costs and Expenses. The Borrower agrees to pay all costs, fees, and out-of-pocket expenses (including reasonable attorneys’ fees) incurred by the Program Agent, each Syndication Agent and each Lender in connection with the preparation, execution and enforcement of this Amendment; provided that (a) the Borrower shall not be obligated to pay or reimburse the costs and expenses of more than one primary law firm (and, in addition to such

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primary law firm, one local counsel engaged in each relevant jurisdiction by such primary law firm) serving as external counsel for all of the Program Agent and the Syndication Agents in connection with such preparation and execution of this Amendment, and (b) the Borrower shall not be obligated to pay or reimburse the costs and expenses of 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) serving as counsel for the Program Agent and the Syndication Agents and 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) serving as counsel for all of the Lenders in connection with any such enforcement of this Amendment.

6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. 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.

8. Counterparts. This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile (transmitted by telecopier or by email) shall be effective as delivery of a manually executed counterpart of this Amendment.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their duly authorized signatories as of the date first above written.

HARLEY-DAVIDSON WAREHOUSE FUNDING CORP., as Borrower
By:	/s/ Perry A. Glassgow
	Name:	Perry A. Glassgow
	Title:	Vice President, Treasurer and Assistant Secretary

HARLEY-DAVIDSON CREDIT CORP., as Servicer
By:	/s/ Perry A. Glassgow
	Name:	Perry A. Glassgow
	Title:	Vice President and Treasurer

Signature page to

Amendment No. 1 to Loan and Servicing Agreement

JPMorgan Chase Bank Lender Group	JPMORGAN CHASE BANK, N.A., as Program Agent, as an Administrative Agent, as a Syndication Agent and as a Committed Lender
	By:	/s/ Brian Honda
		Name:	Brian Honda
		Title:	Vice President

CHARIOT FUNDING LLC, as a Conduit Lender
By:	JPMorgan Chase Bank, N.A., its Attorney-in-Fact
By:	/s/ Brian Honda
	Name:	Brian Honda
	Title:	Vice President

Signature page to

Amendment No. 1 to Loan and Servicing Agreement

Citigroup North America Lender Group	CITICORP NORTH AMERICA, INC., as an Administrative Agent and as a Syndication Agent
	By:	/s/ Karrie L. Truglia
		Name: Karrie L. Truglia
		Title: Vice President
	CIESCO, LLC, as a Conduit Lender
	By:	Citicorp North America, Inc., its as Attorney-in-Fact
	By:	/s/ Karrie L. Truglia
		Name: Karrie L. Truglia
		Title: Vice President
	CITIBANK, N.A., as a Committed Lender
	By:	/s/ Karrie L. Truglia
		Name: Karrie L. Truglia
		Title: Vice President

Signature page to

Amendment No. 1 to Loan and Servicing Agreement

Deutsche Bank AG, New York Branch Lender Group	DEUTSCHE BANK AG, NEW YORK BRANCH, as an Administrative Agent and as a Committed Lender
	By:	/s/ Robert Sheldon
		Name: Robert Sheldon
		Title: Managing Director
	By:	/s/ Daniel Gerber
		Name: Daniel Gerber
		Title: Director
	SEDONA CAPITAL FUNDING CORP., LLC, as a Conduit Lender
	By:	/s/ Doris J. Hearn
		Name: Doris J. Hearn
		Title:

Signature page to

Amendment No. 1 to Loan and Servicing Agreement

The Royal Bank of Scotland plc Lender Group	THE ROYAL BANK OF SCOTLAND PLC, as an Administrative Agent and as a Committed Lender
	By:	RBS Securities Inc., as agent
	By:	/s/ Mike Zappaterrini
		Name: Mike Zappaterrini
		Title: Managing Director
	AMSTERDAM FUNDING CORPORATION, as a Conduit Lender
	By:	/s/ Jill A. Russo
		Name: Jill A. Russo
		Title: Vice President

Signature page to

Amendment No. 1 to Loan and Servicing Agreement

CONSENT

Each of the undersigned Hedge Counterparties consents to the foregoing Amendment No. 1 to the Loan Agreement and agrees, as contemplated in the Schedule comprising part of its Hedge Agreement, that all terms in such Hedge Agreement that are defined by reference to the Loan Agreement shall be deemed to refer to such terms as amended hereby.

CITIBANK, N.A., as a Hedge Counterparty
By:	/s/ Steven Wagman
	Name: Steven Wagman
	Title: Vice President
JPMORGAN CHASE BANK, N.A. as a Hedge Counterparty
By:	/s/ Brian Honda
	Name: Brian Honda
	Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH, as a Hedge Counterparty
By:	/s/ Steven Kessler
	Name: Steven Kessler
	Title: Director
By:	/s/ Andrew Y. W. Yew
	Name: Andrew Y. W. Yew
	Title: Vice President and Counsel

Consent to

Amendment No. 1 to Loan and Servicing Agreement

THE ROYAL BANK OF SCOTLAND PLC, as a Hedge Counterparty
By: RBS Securities Inc., as agent
By:	/s/ David E. Wagner
	Name: David E. Wagner
	Title: Managing Director

Consent to

Amendment No. 1 to Loan and Servicing Agreement

ANNEX I

Amendments to Loan and Servicing Agreement

(Attached)

CONFORMED COPY GIVING EFFECT TO

AMENDMENT NO. 1 DATED AS OF APRIL 29, 2010

LOAN AND SERVICING AGREEMENT

dated as of April 30, 2009

among

HARLEY-DAVIDSON WAREHOUSE FUNDING CORP.,

as Borrower

HARLEY-DAVIDSON CREDIT CORP.,

as Servicer

THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME

PARTY HERETO AS CONDUIT LENDERS,

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME

PARTY HERETO AS COMMITTED LENDERS,

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME

PARTY HERETO AS ADMINISTRATIVE AGENTS,

JPMORGAN CHASE BANK, N.A.

and

CITICORP NORTH AMERICA, INC.,

as Syndication Agents

and

JPMORGAN CHASE BANK, N.A.,

as Program Agent

J.P. MORGAN SECURITIES INC.

and

CITICORP NORTH AMERICA, INC.,

as Co-Lead Arrangers

TABLE OF CONTENTS

Table of Contents

	Page
ARTICLE I DEFINITIONS	1
SECTION 1.01. Certain Defined Terms	1
SECTION 1.02. Other Terms and Constructions	29
SECTION 1.03. Computation of Time Periods	29
ARTICLE II AMOUNTS AND TERMS OF THE LOANS	29
SECTION 2.01. The Loan Facility	29
SECTION 2.02. Making the Advance	30
SECTION 2.03. Reduction in the Aggregate Commitment	33
SECTION 2.04. Tranches	33
SECTION 2.05. Interest and Fees; Hedging	34
SECTION 2.07. Maturity Date	35
SECTION 2.08. Evidence of Debt	35
SECTION 2.09. Settlement Procedures	36
SECTION 2.10. Removal of Defaulted Contracts	39
SECTION 2.11. Payments and Computations, Etc.	39
SECTION 2.12. Interest Protection	40
SECTION 2.13. Accounting Based Consolidation Event	41
SECTION 2.15. Increased Capital	41
SECTION 2.16. Funding Losses	42
SECTION 2.17. Taxes	42
SECTION 2.18. Security Interest	43
SECTION 2.19. Take-Out Securitizations	45
SECTION 2.20. Defaulting Lenders	46
SECTION 2.21. Mitigation of Obligations; Replacement of Lender Groups	47
ARTICLE III CONDITIONS PRECEDENT	48
SECTION 3.01. Conditions Precedent to Effectiveness of the Agreement and the Initial Advance	48
SECTION 3.02. Conditions Precedent to each Advance Subsequent to the Initial Advance	48
SECTION 3.03. Conditions Precedent to Each Advance	48
ARTICLE IV REPRESENTATIONS AND WARRANTIES	50
SECTION 4.01. Representations and Warranties of the Borrower	50
SECTION 4.02. Representations and Warranties of the Servicer	55

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SECTION 4.03. Financial Institution Representations and Warranties	59
ARTICLE V GENERAL COVENANTS	59
SECTION 5.01. Affirmative Covenants of the Borrower	59
SECTION 5.02. Negative Covenants of the Borrower	65
SECTION 5.03. Affirmative Covenants of the Servicer	67
SECTION 5.04. Negative Covenants of the Servicer	71
ARTICLE VI ADMINISTRATION OF CONTRACTS	72
SECTION 6.01. Designation of the Servicer	72
SECTION 6.02. Duties of the Servicer	73
SECTION 6.03. Servicer Advances	75
SECTION 6.04. Responsibilities of the Borrower	75
SECTION 6.05. Further Action Evidencing Program Agent’s Interest	75
SECTION 6.06. Collections	76
SECTION 6.07. Reports	76
SECTION 6.08. Servicer Fees	76
ARTICLE VII EVENTS OF TERMINATION	77
SECTION 7.01. Events of Termination	77
SECTION 7.02. Remedies	79
SECTION 7.03. Additional Remedies of the Lenders	80
ARTICLE VIII INDEMNIFICATION	80
SECTION 8.01. Indemnities by the Borrower	81
SECTION 8.02. Indemnities by the Servicer	83
SECTION 8.03. Other Costs and Expenses	84
ARTICLE IX THE AGENTS	85
SECTION 9.01. Authorization and Action	85
SECTION 9.02. Agents’ Reliance, Etc.	85
SECTION 9.03. Agents and Affiliates	86
SECTION 9.04. Lender’s Loan Decision	86
SECTION 9.05. Delegation of Duties	86
SECTION 9.06. Indemnification	86
SECTION 9.07. Successor Agents	87
ARTICLE X MISCELLANEOUS	87
SECTION 10.01. Amendments, Etc.	87
SECTION 10.02. Notices, Etc.	88
SECTION 10.03. Assignability	89
SECTION 10.04. Additional Lender Groups	91

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SECTION 10.05. Consent to Jurisdiction	91
SECTION 10.06. WAIVER OF JURY TRIAL	92
SECTION 10.07. Right of Setoff	92
SECTION 10.08. Ratable Payments	92
SECTION 10.09. Limitation of Liability	92
SECTION 10.10. Taxes	93
SECTION 10.11. No Proceedings	93
SECTION 10.12. Confidentiality	94
SECTION 10.13. No Waiver; Remedies	95
SECTION 10.14. GOVERNING LAW	95
SECTION 10.15. Execution in Counterparts	95
SECTION 10.16. Integration; Binding Effect; Survival of Termination	95
SECTION 10.17. Headings	95
SECTION 10.18. Existing Credit Agreement	96
SECTION 10.19. Third Party Beneficiaries	96

EXHIBITS AND SCHEDULES

EXHIBIT A	Form of Borrowing Notice
EXHIBIT B-1	Form of Rated Note
EXHIBIT B-2	Form of Unrated Note
EXHIBIT C	Form of Monthly Report
EXHIBIT D	List of Offices of Borrower where Records are Kept
EXHIBIT E	List of Closing Documents
EXHIBIT F	Form of Assignment and Acceptance
EXHIBIT G	Form of Joinder Agreement
EXHIBIT H	Form of Custodial Agreement
EXHIBIT I	HDI Credit Agreement
SCHEDULE I	Lender Groups
SCHEDULE II	Notice Addresses

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LOAN AND SERVICING AGREEMENT

This LOAN AND SERVICING AGREEMENT dated as of April 30, 2009 is among HARLEY-DAVIDSON WAREHOUSE FUNDING CORP., a Nevada corporation (the “Borrower”), HARLEY-DAVIDSON CREDIT CORP., a Nevada corporation (“HDCC” and as initial servicer, together with its successors and permitted assigns, the “Servicer”), CERTAIN FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS CONDUIT LENDERS, CERTAIN FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS COMMITTED LENDERS, CERTAIN FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS ADMINISTRATIVE AGENTS, JPMORGAN CHASE BANK, N.A. (“JPMorgan”) as the Program Agent and JPMORGAN and CITICORP NORTH AMERICA, INC. (“CNAI”) as the Syndication Agents. Capitalized terms used herein shall have the meanings specified in Section 1.01.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower from time to time shall purchase Contracts from HDCC pursuant to the Receivables Sale Agreement;

WHEREAS, to fund its purchases under the Receivables Sale Agreement, the Borrower has requested Loans, on a revolving basis, from the Lenders on the terms and conditions of this Agreement and shall pledge to the Lenders the assets and interests in property acquired by it under the Receivables Sale Agreement as collateral security therefor;

WHEREAS, the Conduit Lenders may, in their sole discretion, make the Loans so requested, and if a Conduit Lender in any Lender Group elects not to make any such Loan, the Committed Lenders in such Lender Group have agreed that they shall make such Loan, in each case subject to the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party agrees as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Adjusted LIBO Rate” means, for any Tranche Period, an interest rate per annum obtained by dividing (i) the LIBO Rate for such Tranche Period by (ii) a percentage equal to 100% minus the LIBO Rate Reserve Percentage for such Tranche Period.

“Adjusted Pool Balance” means, as of any date, an amount equal to (i) the Outstanding Eligible Balance as of such date minus (ii) the Yield Supplement Overcollateralization Amount.

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“Administrative Agent” means, as to any Conduit Lender or Committed Lender, the Person listed on Schedule I as the “Administrative Agent” for such Lender, or in any Assignment and Acceptance or Joinder Agreement as an “Administrative Agent”, together with its respective successors and permitted assigns.

“Advance” means a borrowing made hereunder on any Borrowing Date in accordance with Article II and consisting of the aggregate amount of the several Loans made by the Lenders to the Borrower on such Borrowing Date.

“Adverse Claim” means any lien (statutory or other), mortgage, security interest, pledge, hypothecation, assignment for security, encumbrance or other pledge and security agreement of any kind or nature whatsoever, whether then in effect or capable of arising upon the occurrence of any specified events or conditions, and including any UCC financing statement filed or other perfection measure taken in respect of any asset or interest in property.

“Affected Party” means any Lender, the Program Agent, any Administrative Agent, any Liquidity Provider, any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to any Conduit Lender, any agent, administrator or manager of a Conduit Lender, and, with respect to each of the foregoing, the parent company that directly or indirectly controls such Person.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or is under common control with such specified Person. A Person shall be deemed to control another Person if the controlling Person owns, directly or indirectly, 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 or otherwise. None of the Program Agent, any Administrative Agent or any Lender shall be deemed to be an Affiliate of the Borrower or HDCC.

“Aggregate Commitment” means, at any time, the aggregate amount of the Commitments at such time, as adjusted as necessary to give effect to any Joinder Agreement, and as such amount may be reduced pursuant to Section 2.03 hereof; provided, however, that at all times on and after the Termination Date, the Aggregate Commitment shall mean the Aggregate Principal Balance. As of the Effective Date, the Aggregate Commitment is $1,200,000,000. On and as of April 29, 2010, the Aggregate Commitment reduced to an amount equal to $600,000,000.

“Aggregate Principal Balance” means, at any time, the aggregate outstanding principal balance of the Loans hereunder at such time.

“Agreement” means this Loan and Servicing Agreement, as amended, restated, supplemented or otherwise modified from time to time.

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“Alternative Rate” means, for any Tranche during any Tranche Period, an interest rate per annum equal to the sum of the Applicable Margin plus the Adjusted LIBO Rate for such Tranche Period; provided, however, that in case of:

(a) any Tranche Period with respect to which the Adjusted LIBO Rate is not available pursuant to Section 2.04,

(b) any Tranche Period of less than one month in respect of which the Syndication Agents have not agreed to allow Interest to accrue at the Adjusted LIBO Rate,

(c) any Tranche Period as to which an Administrative Agent does not receive a request, by no later than 1:00 P.M. (New York City time) on the second Business Day preceding the first day of such Tranche Period, that the related Tranche be funded at the Adjusted LIBO Rate, or

(d) any Tranche Period for a Tranche, the Principal Balance of which is less than $500,000,

the Alternative Rate for such Tranche Period for the affected Lender(s) shall be an interest rate per annum equal to the Base Rate plus the Applicable Margin in effect from time to time during such Tranche Period.

“Applicable Margin” has the meaning set forth in the Fee Letter.

“Asset Purchase Agreement” means any asset purchase agreement, liquidity loan agreement or other agreement pursuant to which a Conduit Lender may from time to time assign part or all of the Loans made by such Conduit Lender to a Liquidity Provider, or incur indebtedness to a Liquidity Provider and pledge part or all of the Loans made by such Conduit Lender as collateral security to such Liquidity Provider, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“Assignment and Acceptance” means an agreement substantially in the form set forth as Exhibit E hereto.

“Audit” has the meaning set forth in Section 5.01(d).

“Authorized Officer” means, with respect to any Person, its president, vice president, secretary corporate controller, treasurer, assistant treasurer or chief financial officer.

“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. Section 101 et seq., as amended from time to time, or any successor thereto.

“Base Rate” means a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall at any time, in respect of any Lender Group, be determined by the Administrative Agent of such Lender Group to be equal to the highest of: (i) the Prime Rate, (ii) the Federal Funds Rate plus 0.50%, and (iii) the Adjusted LIBO Rate for a Tranche Period of one month plus 1.00%.

“Base Rate Tranche” means a Tranche for which Interest is computed by reference to the Base Rate.

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“Borrower” means Harley-Davidson Warehouse Funding Corp., a Nevada corporation, in its capacity as the borrower hereunder, together with its successors and permitted assigns.

“Borrower Obligations” means all present and future indebtedness and other liabilities and obligations (howsoever created or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Secured Parties arising under this Agreement or any other Facility Document or the transactions contemplated hereby or thereby, and shall include, without limitation, the repayment of the Aggregate Principal Balance and the payment of Interest, principal, Fees and all other amounts due or to become due from the Borrower to the Secured Parties under the Facility Documents (whether in respect of fees, expenses, indemnifications, breakage costs, increased costs or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding with respect to any Transaction Party (in each case whether or not allowed as a claim in such proceeding).

“Borrowing Base” means, as of any Borrowing Date or Take-Out Date, an amount equal to the (i) Adjusted Pool Balance at such time minus (ii) the Required O/C Amount.

“Borrowing Date” means any date on or after the Effective Date on which Loans are advanced hereunder.

“Borrowing Notice” means a written request for Loans to be made hereunder substantially in the form of Exhibit A hereto and duly executed by the Borrower.

“Business Day” means any day other than a Saturday, Sunday or public holiday or the equivalent for banks in New York City, New York and Chicago, Illinois and, if the term “Business Day” is used in connection with the LIBO Rate, any day on which dealings are carried on in the London interbank market.

“Change of Control” means (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934) directly or indirectly of voting stock (or other securities convertible into voting stock) of HDI representing 30% or more (by number of votes) of the outstanding shares of voting stock of HDI, (ii) HDI ceases to own, directly or indirectly, at least 51% (by number of votes) of the outstanding shares of voting stock of HDFS, free and clear of any Adverse Claim (such term to exclude the filing of any non-consensual UCC financing statements), (iii) HDFS ceases to own, directly or indirectly, 100% of the outstanding capital stock of HDCC, free and clear and of any Adverse Claim (such term to exclude the filing of any non-consensual UCC financing statements), or (iv) HDCC ceases to own, directly or indirectly, 100% of the outstanding capital stock of the Borrower, free and clear of any Adverse Claim (such term to exclude the filing of any non-consensual UCC financing statements). Notwithstanding the foregoing, a security interest granted on any of the stock of HDFS or HDCC to secure any of the obligations existing under the HDI Credit Agreement from time to time shall not constitute a Change of Control.

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

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“Collateral” has the meaning set forth in Section 2.16.

“Collection Account” means an account at The Bank of New York Mellon Trust Company, National Association maintained in the name of the Borrower, subject to the security interest of the Program Agent for the benefit of the Secured Parties, for the purpose of receiving Collections, or any other account which may be designated by the Borrower and approved by the Program Agent with respect to which all the actions required under Sections 5.01(j) and 5.03(g) shall have been taken.

“Collection Policy” means the billing, collection, enforcement, write-off, modification and servicing policies, procedures and practices of the Servicer for conditional sales contracts and promissory notes and security agreements of the same general type as the Contracts, as set forth in a written summary delivered to each Syndication Agent on or prior to the date hereof, as modified from time to time in accordance with the terms of Sections 5.02(c) and 5.04(b).

“Collections” means, with respect to any Contract, any and all cash collections and other cash proceeds of such Contract, including, without limitation, all cash proceeds and insurance proceeds of Related Security with respect to such Contract, and all Recoveries with respect to each charged-off Contract (net of amounts, if any, retained by any third party collection agent or by the Servicer in accordance with Section 6.02(g)). For the avoidance of doubt, so long as HDCC is the Servicer, Collections constituting Late Payment Penalty Fees or extension fees with respect to any Contract may, in accordance with the Servicer’s customary business practices, be retained by the Servicer as part of its compensation hereunder.

“Commitment” of any Committed Lender means the Dollar amount set forth on Schedule I hereto or, in the case of a Committed Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance or Joinder Agreement, as applicable, the amount set forth therein as such Committed Lender’s “Commitment”, in each case as such amount may be reduced or increased from time to time in accordance with this Agreement.

“Committed Lender” means, as to any Lender Group, each of the financial institutions listed on Schedule I as a “Committed Lender” for such Lender Group, or in any Assignment and Acceptance or Joinder Agreement as a “Committed Lender” for the applicable Lender Group, together with its respective successors and permitted assigns.

“Computer File” means the computer files maintained by the Servicer which provide information relating to the Contracts, and includes the master file and the history file as well as servicing information with respect to the Contracts.

“Concentration Criterion” has the meaning set forth in the Receivables Sale Agreement.

“Concentration Limits” has the meaning set forth in the Receivables Sale Agreement.

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“Conduit Lenders” means, collectively, the Persons identified as “Conduit Lenders” on Schedule I, or in any Assignment and Acceptance or Joinder Agreement as a “Conduit Lender,” and their respective successors and permitted assigns.

“Conduit Lending Limit” means, for any Conduit Lender, the maximum principal amount of the Loans which may be advanced by such Conduit Lender as set forth on Schedule I (or on the signature page to the Assignment and Acceptance or Schedule A to the Joinder Agreement, as applicable, pursuant to which such Conduit Lender became a party hereto), subject to an assignment pursuant to Section 10.03, as such amount may be modified from time to time in accordance with this Agreement.

“Contract” has the meaning set forth in the Receivables Sale Agreement.

“Contract Assets” has the meaning set forth in the Receivables Sale Agreement.

“Contract File” means, as to each Contract, (a) the fully executed original of such Contract with the fully executed original assignment from the related dealer, if any, to the applicable Originator including the executed conditional sales contract or promissory note and security agreement or other evidence of the obligation of the Obligor, (b) the original title certificate to the Motorcycle and, where applicable, the certificate of lien recordation, or if such title certificate has not yet been issued, an application for such title certificate, or other appropriate evidence of a security interest in the covered Motorcycle; (c) the assignments of the Contracts, (d) the original copy of any agreement(s) modifying the Contract, including, without limitation, any extension agreements, (e) a copy of the related Obligor’s credit application, and (f) documents evidencing the existence of physical damage insurance covering such Motorcycle.

“Contract Rate” has the meaning set forth in the Receivables Sale Agreement.

“Contract Schedule” has the meaning set forth in the Receivables Sale Agreement.

“Control Agreement” means that certain Account Control Agreement dated as of April 30, 2009 among the Borrower, the Servicer, The Bank of New York Mellon Trust Company, National Association, as securities intermediary, and the Program Agent, as amended, restated, supplemented or otherwise modified from time to time.

“CP Costs” means, for each day, the sum of (i) discount or yield accrued on Pooled Commercial Paper of any Conduit Lender administered by JPMorgan on such day, plus (ii) any and all accrued commissions in respect of placement agents and commercial paper dealers, and issuing and paying agent fees incurred, in respect of Pooled Commercial Paper of such Conduit Lender for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper of such Conduit Lender for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase or financing facilities funded substantially with Pooled Commercial Paper of such Conduit Lender, minus (v) any payment received on such day net of expenses in respect of Liquidation Fees related to the prepayment of any purchaser interest of such Conduit Lender pursuant to the terms of any receivable purchase or financing facilities funded substantially with Pooled Commercial Paper.

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“CP Rate” means:

(a) with respect to any Conduit Lender for which CNAI is the Administrative Agent, for any Tranche Period for any Tranche, to the extent such Conduit Lender funds such Tranche by issuing Promissory Notes, the per annum rate equal to the weighted average of the per annum rates paid or payable by such Conduit Lender from time to time as interest on or otherwise (by means of interest rate hedges or otherwise) in respect of those Promissory Notes issued by such Conduit Lender that are allocated, in whole or in part, by CNAI (on behalf of such Conduit Lender) to fund or maintain such Tranche during such Tranche Period, and reported to the Borrower and the Servicer, which rates shall reflect and give effect to the commissions of placement agents and dealers in respect of such Promissory Notes, to the extent such commissions are allocated, in whole or in part, to such Promissory Notes by CNAI (on behalf of such Conduit Lender); provided, however, that if any component of such rate is a discount rate, CNAI shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum;

(b) with respect to any Conduit Lender for which JPMorgan is the Administrative Agent, for any Tranche Period for any Tranche, to the extent such Conduit Lender funds such Tranche by issuing Promissory Notes, a per annum rate equal to a fraction, expressed as a percentage, the numerator of which shall be equal to the sum of the CP Costs, determined on a pro rata basis, based upon the percentage share that the dollar amount of such Tranche represents in relation to all assets or investments associated with any assets held by such Conduit Lender and funded substantially with Pooled Commercial Paper, for each day during such Tranche Period (or portion thereof), and the denominator of which is the weighted daily average Principal Balance of such Tranche during such Tranche Period;

(c) with respect to any Conduit Lender for which Deutsche Bank AG, New York Branch is the Administrative Agent, for any Tranche Period for any Tranche, to the extent such Conduit Lender funds such Tranche by issuing Promissory Notes, a per annum rate equal to the weighted average of the rates on all of those Promissory Notes allocated by Deutsche Bank AG, New York Branch (on behalf of such Conduit Lender) to the funding or maintenance of such Tranche during such Tranche Period, and reported to the Borrower and the Servicer, (converted, if any such rates are discount rates, to annual yield-equivalent rates on the basis of a 365-day year (or 360-day year, if such Promissory Notes are denominated in U.S. Dollars)), as weighted by the portion of the Aggregate Principal Balance funded by such Conduit Lender at each such rate; provided that the “CP Rate” calculated with respect to such Conduit Lender will be inclusive of any dealer fees, commissions or similar fees;

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(d) with respect to any Conduit Lender for which The Royal Bank of Scotland plc is the Administrative Agent, for any Tranche Period for any Tranche, to the extent such Conduit Lender funds such Tranche by issuing Promissory Notes, a per annum rate (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year) equal to the weighted average of the per annum rates paid or payable by such Conduit Lender from time to time as interest on or otherwise in respect of those Promissory Notes issued by such Conduit Lender that are allocated, in whole or in part, by The Royal Bank of Scotland plc (on behalf of such Conduit Lender) to fund or maintain such Tranche during such Tranche Period, and reported to the Borrower and the Servicer, which rates shall reflect and give effect to (i) certain documentation and transaction costs associated with the issuance of such Promissory Notes, including dealer and placement agent commissions, and (ii) other borrowings by such Conduit Lender, including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market, to the extent such amounts are allocated, in whole or in part, by The Royal Bank of Scotland plc to fund the Conduit Lender’s purchase or maintenance of such Tranche during such Tranche Period; and

(e) with respect to any other Conduit Lender, the comparable rate identified as being the “CP Rate” in respect of such Lender pursuant to an Assignment and Acceptance or Joinder Agreement, as applicable, by which such Conduit Lender became a party to this Agreement.

“Credit Policy” has the meaning set forth in the Receivables Sale Agreement.

“Custodial Agreement” means an agreement among the Custodian, the Borrower, the Servicer and the Program Agent substantially in the form of Exhibit H attached hereto, with such modifications as may be acceptable to the Syndication Agents from time to time.

“Custodian” means Iron Mountain Information Management, Inc. and any other Person from time to time designated by the Servicer and the Borrower with the consent of the Syndication Agents to maintain custody of the original Records.

“Cutoff Date” has the meaning set forth in the Receivables Sale Agreement.

“Debt Rating” means, with respect to any Person at any time the issuer rating assigned by S&P for such Person or the corporate credit rating assigned by Moody’s to such Person, in each case without giving effect to any third party credit enhancement.

“Default Applicable Margin” has the meaning set forth in the Fee Letter.

“Default Rate” means (i) in the case of any Tranche in respect of which Interest is computed by reference to the CP Rate, a fluctuating interest rate per annum equal to the higher of (a) the CP Rate plus the Default Applicable Margin and (b) the Base Rate plus the Default Applicable Margin, (ii) in the case of any Tranche in respect of which Interest is computed by reference to the Alternative Rate, a fluctuating interest rate per annum equal to the Base Rate plus the Default Applicable Margin, and (iii) in the case of any other amount due hereunder, a fluctuating interest rate per annum equal to the Base Rate plus the Default Applicable Margin.

“Defaulted Contract” has the meaning set forth in the Receivables Sale Agreement.

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“Defaulting Lender” means any Committed Lender that, as determined by the Program Agent, has (a) failed to fund any portion of its Loans within three (3) Business Days of the date required to be funded by it hereunder, (b) notified the Borrower or the Program Agent 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, (c) failed, within three (3) Business Days after request by the Program Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans, (d) otherwise failed to pay over to the Program Agent, the Administrative Agent in its Lender Group or any other Lender in its Lender Group 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 the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or (ii) has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or a receiver, conservator, trustee or custodian has been appointed for such parent company.

“Delinquent Contract” means, at any time, a Contract (i) as to which any portion of the payments on the Outstanding Balance remain unpaid for thirty (30) or more days after the date the same shall have been due and (ii) that is not a Defaulted Contract.

“Delinquency Ratio” means, for any month, the ratio of (i) the Outstanding Eligible Balance of Contracts that are Delinquent Contracts as of the last day of such month, to (ii) the Outstanding Eligible Balance as of the beginning of such month.

“Dollars” and “$” each mean the lawful currency of the United States of America.

“During the continuance” and words of similar import mean, when used in connection with an Event of Termination or Servicer Termination Event, the period commencing with the occurrence of such Event of Termination or Servicer Termination Event, after giving effect to any applicable grace period, and ending (if at all) on the effective date of a waiver in respect of such Event of Termination or Servicer Termination Event issued in accordance with the terms of Section 10.01, it being understood that an Event of Termination or Servicer Termination Event shall continue to exist unless and until waived in accordance with the terms of Section 10.01, notwithstanding the cure of the underlying event or condition that shall have given rise to such Event of Termination or Servicer Termination Event at any time after the lapse of the applicable grace period.

“Dynamic Enhancement Percentage” has the meaning set forth in the Fee Letter.

“Early Amortization Event” means the occurrence and continuation of any one of the following events:

(i) For any month, the average of the Managed Pool Loss-to-Liquidation Ratio at the end of such month and the two preceding months exceeds (a) 11.00% (in the case of any such three-month period, the last month of which is any month from April through September) and (b) 13.00% (in the case of any such three-month period, the last month of which is any month from October through March); or

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(ii) As at the end of any calendar month after the month in which the initial Borrowing Date in 2010 occurs:

(a) the average of the Delinquency Ratios for the three months then most recently ended in respect of which the Delinquency Ratio shall have been greater than zero shall exceed 6.00%; or

(b) the average of the Loss-to-Liquidation Ratios as at the end of such month and the two preceding months shall exceed the applicable percentage set forth in the Fee Letter.

(i) Reference is made to that certain Waiver, dated as of January 25, 2010, among the Borrower, the Servicer, the Lenders, the Administrative Agents and the Program Agent for a discussion of the methodology to be used in calculating the Delinquency Ratio and Loss-to-Liquidation Ratio for purposes of this definition.

“Early Amortization Period” means a period commencing on the occurrence of an Early Amortization Event and ending on the earliest to occur of (i) the cure of such Early Amortization Event (whether by additions to the Collateral or following a period of amortization), (ii) the reduction to zero of the Aggregate Principal Balance of the Loans or (iii) such Early Amortization Event being waived.

“Effective Date” means the later of (i) April 30, 2009 and (ii) the date the conditions precedent set forth in Section 3.01 shall have been satisfied or waived by the Syndication Agents.

“Eligible Contract” has the meaning set forth in the Receivables Sale Agreement.

“Eligible Hedge Agreement” means a Hedge Agreement in the form of an interest rate cap agreement that complies with the requirements set forth in Section 2.05(e).

“Eligible Hedge Counterparty” means a Hedge Counterparty that satisfies, as applicable, (i) the Moody’s Second Trigger Ratings Threshold, or (ii) a rating equivalent to the foregoing of the rating agency that is then providing a publicly announced credit rating of such Hedge Counterparty, if Moody’s is not then rating such Hedge Counterparty.

“Eligible Post-Sale Contract” has the meaning set forth in the Receivables Sale Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended or any successor statute.

“ERISA Affiliate” means (a) a corporation which is a member of a controlled group of corporations with HDCC within the meaning of Section 414(b) of the IRC, (b) a trade or business (whether or not incorporated) which is under common control with HDCC within the meaning of Section 414(c) of the IRC or Section 4001(b)(1) of ERISA, (c) a member of an affiliated service group with HDCC within the meaning of Section 414(m) of the IRC, or (d) an entity treated as under common control with HDCC by reason of Section 414(o) of the IRC.

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“ERISA Plan” means any employee benefit plan (a) maintained by HDCC or any ERISA Affiliate, or to which any of them contributes or is obligated to contribute, for its employees and (b) covered by Title IV of ERISA or to which Section 412 of the IRC applies.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Event of Termination” has the meaning set forth in Section 7.01.

“Excluded Taxes” has the meaning set forth in Section 2.15.

“Existing Credit Agreement” means that certain Loan and Security Agreement, dated as of December 12, 2008, among the Borrower, the Servicer, the lenders and administrative agents party thereto and the program agent, as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof.

“Facility Documents” means, collectively, this Agreement, the Receivables Sale Agreement, the Control Agreement, the Custodial Agreement, each Hedge Agreement, the Lockbox Agreement, the Reserve Account Agreement, the Fee Letter and all other agreements, documents and instruments delivered pursuant thereto or in connection therewith.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal (for each day during such period) 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 for such day (or, if such day is not a Business Day, for the immediately preceding 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 Program Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means the Fee Letter dated as of the date hereof among the Administrative Agents and the Borrower, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Fees” means, collectively, all Usage Fees, Unused Fees and Other Fees.

“Final Collection Date” means the date on or following the Termination Date on which the Aggregate Principal Balance has been reduced to zero and all other Borrower Obligations (other than contingent obligations that are not then manifest) have been paid in full.

“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 of HDI or any of its Subsidiaries and shall include all related collateral and assets and any retained assets in respect of any of the foregoing.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

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“Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, regulatory, public or statutory instrumentality, authority, body, agency, bureau or entity (including, the Comptroller of the Currency, the Federal Reserve Board, any central bank or any comparable authority), or any arbitrator with authority to bind a party to this Agreement at law.

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

“HDFS” means Harley-Davidson Financial Services, Inc., a Delaware corporation.

“HDI” means Harley-Davidson, Inc., a Wisconsin corporation.

“HDI Credit Agreement” means the 364-Day Credit Agreement dated as of April 29, 2010, by, among others, HDI, Harley-Davidson Funding Corp., HDFS, HDCC, the institutions from time to time party thereto as lenders, JPMorgan, as the global administrative agent, and various other agents from time to time party thereto, attached hereto as Exhibit I. With respect to any term or provision of such credit agreement incorporated herein by reference thereto or otherwise addressed herein, no amendment, restatement, supplement or other modification to such credit agreement that would in any manner affect such term or provision shall take effect for purposes of this Agreement without the consent of the Administrative Agents in their capacities as parties hereto. In the event such credit agreement shall for any reason cease to be in effect, such credit agreement shall be deemed to remain in effect for the limited purpose of the incorporation by reference of certain terms and provisions thereof herein.

“Hedge Agreement” means documentation to which the Borrower is party relating to a hedge transaction that provides protection to the Borrower against fluctuations in interest rates, whether such protection is in the form of an interest rate swap, interest rate cap or similar derivative transaction.

“Hedge Counterparty” means the counterparty to the Borrower under the applicable Hedge Agreement, together with its successors and permitted assigns.

“Hedging Rate” means, in the case of any Hedge Agreement at any time, the greater at such time of the cap rate and the swap fixed rate, if any, set forth in such Hedge Agreement.

“Incipient Event of Termination” means any event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination.

“Indebtedness” of a Person means such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by Adverse Claims or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, bankers’ acceptances, or other instruments, (v) obligations to purchase accounts, securities or other property arising out of or in

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connection with the sale of the same or substantially similar accounts, securities or property, (vi) capitalized lease obligations, (vii) other obligations for borrowed money or other financial accommodation which, in accordance with GAAP, would be shown as a liability on the consolidated balance sheet of such Person, (viii) net liabilities under interest rate swap, exchange or cap agreements, obligations or other liabilities with respect to accounts or notes, (ix) sale and leaseback transactions which create a liability on the consolidated balance sheet of such Person, (x) obligations in connection with other transactions (excluding operating leases under GAAP) which are the functional equivalent, or take the place, of borrowing but which do not constitute a liability on the consolidated balance sheet of such Person, (xi) obligations in respect of Permitted Finance Receivables Securitizations, and (xii) any guaranty or any other agreement providing support for any of the foregoing.

“Indemnified Party” has the meaning set forth in Section 8.01.

“Independent Director” has the meaning set forth in the Borrower’s Articles of Incorporation as in effect on the date hereof.

“Insolvency Event” means for any Person (i) such Person or any of its material Subsidiaries 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 (ii) any proceeding shall be instituted by such Person or any of its material Subsidiaries seeking to adjudicate it 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 or other similar official for it or any substantial part of its property; or (iii) any proceeding shall be instituted against such Person or any of its material Subsidiaries seeking to adjudicate it 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 or other similar official for it or any substantial part of its property, which proceeding continues undismissed or unstayed for a period of 60 consecutive days or (iv) such Person or any of its material Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i), (ii) or (iii) above.

“Interest” means, for any Tranche and any Tranche Period, the sum for each day during such Tranche Period of the following:

IR x PB/CB where:

where:
IR	=	the Interest Rate for such Tranche for such day.
PB	=	the Principal Balance of such Tranche on such day.
CB	=	(i) in the case of a Base Rate Tranche, 365 or 366 and (ii) in the case of any other Tranche, 360.

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“Interest Rate” means, with respect to any Tranche for any day (a) to the extent such Tranche is funded on such day by a Conduit Lender through the issuance of Promissory Notes, the CP Rate and (ii) otherwise, the Alternative Rate; provided, that at all times following the Termination Date and/or the occurrence and during the continuation of an Event of Termination, the Interest Rate for each Tranche on each day shall be an interest rate per annum equal to the Default Rate.

“IRC” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“IRS” means the Internal Revenue Service of the United States of America.

“Joinder Agreement” means a joinder agreement substantially similar to Exhibit G attached hereto.

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

“Late Payment Penalty Fees” means any late payment fees paid by Obligors on Contracts and retained by the Servicer in accordance with its customary business practices as part of its compensation hereunder after all sums received from or on behalf of such Obligors have been allocated first to regularly scheduled payments of interest and past due interest on the related Contracts.

“Lender” means any Conduit Lender or Committed Lender, as applicable, and “Lenders” means, collectively, the Conduit Lenders and the Committed Lenders.

“Lender Group” means any Administrative Agent and its related Conduit Lenders and Committed Lenders.

“Lender Group Limit” means, for any Lender Group, the amount set forth on Schedule I (or in an Assignment and Assumption or a Joinder Agreement pursuant to which such Lender Group became party hereto), as such amount may be modified in accordance with Section 2.03, subject to an assignment pursuant to Section 10.03.

“LIBO Rate” means, for any LIBOR Tranche and the related Tranche Period, the rate determined by the related Administrative Agent by reference to the British Bankers’ Association Interest Settlement Rate for deposits in Dollars, with a maturity comparable to such Tranche Period, appearing on Reuters Screen LIBOR01 (or any such screen as may replace such screen on such service or any successor to or substitute for such service, providing rate quotations comparable to those currently provided by such service, as determined by the related Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars in the London interbank market) at approximately 11:00 a.m., London time, on the second Business Day before the first day of such Tranche Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” for the applicable LIBOR Tranche and related Tranche Period shall be the rate at which deposits in Dollars in a principal amount which approximates the portion of the Loan allocated to such Tranche (but not less than $1,000,000) and for a maturity comparable to such Tranche Period are offered by the related Reference Bank in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, on the second Business Day before (and for value on) the first day of such Tranche Period.

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“LIBO Rate Reserve Percentage” means, for any LIBOR Tranche and the related Tranche Period, the reserve percentage applicable two Business Days before the first day of such Tranche Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or, if more than one such percentage shall be applicable, the daily average of such percentages for those days in such Tranche Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Liabilities is determined) having a term equal to such Tranche Period.

“LIBOR Tranche” means a Tranche for which Interest is computed by reference to the Adjusted LIBO Rate.

“Liquidation Fee” means for any Tranche held by a Lender the Principal Balance of which is reduced on any date other than the last day of the related Tranche Period, (i) the amount, if any, by which the additional Interest which would have accrued during such Tranche Period on the reductions of the Principal Balance of such Tranche had a reduction of the Principal Balance not occurred, exceeds (ii) the income, if any, received by such Lender from the investment of the proceeds of such reductions of Principal Balance during such Tranche Period. A certificate as to the amount of any Liquidation Fee (including the computation of such amount in reasonable detail) shall be submitted by the affected Lender to the Borrower and shall be conclusive and binding for all purposes, absent manifest error.

“Liquidity Provider” means any of the financial institutions from time to time party to any Asset Purchase Agreement or any liquidity loan agreement or similar arrangement with a Conduit Lender.

“Loan” means, in respect of any Lender Group and any Advance, the portion of such Advance funded by such Lender Group and advanced to the Borrower from time to time pursuant to Article II.

“Lock-Box” means the post office box maintained pursuant to the Lockbox Agreement for the purpose of receiving payments on Contracts or other Collections.

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

“Lockbox Agreement” means that certain Amended and Restated Agreement Regarding Lockbox Administration, dated as of July 14, 2009, among HDCC, the Borrower, the Lockbox Bank and certain other Persons, as the same may be from time to time amended or supplemented with the consent of the Syndication Agents.

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“Lockbox Bank” means The Bank of New York Mellon, and its successors and assigns.

(ii) “Loss-to-Liquidation Ratio” means, for any Monthly Period, an amount equal to (i) the Outstanding Balance of the Contracts that became Defaulted Contracts during such Monthly Period minus the amount of Recoveries received by the Servicer during such Monthly Period, divided by (ii) the sum of (a) the Outstanding Balance of the Contracts that became Defaulted Contracts during such Monthly Period and (ii) the aggregate amount of principal Collections (excluding any Recoveries) received by the Servicer during such Monthly Period; provided that for any Monthly Period for which the foregoing calculation would result in a percentage less than 1.50%, the Loss-to-Liquidation Ratio for such Monthly Period shall be deemed to be 1.50%.

“Managed Pool Loss-to-Liquidation Ratio” means, for any month with respect to HDFS’s U.S. retail Motorcycle managed portfolio, a ratio equal to (a) the sum of (i) the aggregate principal balance of such finance receivables that were charged-off during such month in accordance with HDFS’s internal accounting procedures minus (ii) any post-charge-off recoveries made on such charged-off finance receivables, divided by (b) the sum of (i) the aggregate principal balance of such finance receivables that were charged-off during such month in accordance with HDFS’s internal accounting procedures minus (ii) any post-charge-off recoveries made on such charged-off finance receivables plus (iii) the aggregate amount of principal collections, fees and expenses received on all such finance receivables during such month.

“Material Adverse Effect” means a material adverse effect on (i) a significant portion (as determined by any Syndication Agent in its reasonable discretion) of either the Contracts or any of the other Collateral (including, without limitation, the enforceability or collectibility of the Contracts), (ii) the financial condition or operations of the Borrower, the Servicer or HDCC, in each case, individually, or with its respective Affiliates, taken as a whole, (iii) the ability of the Borrower, the Servicer or HDCC to perform its obligations under this Agreement or any other Facility Document, (iv) the legality, validity or enforceability of this Agreement or any other Facility Document, (v) any Secured Party’s interest in the Contracts generally or in any significant portion of the Contracts, the Related Security or the Collections with respect thereto, or (vi) the timely payment of the principal and interest on the Loans or other amounts payable in connection therewith.

“Maturity Date” means July 28, 2010, as such date may be extended from time to time pursuant to Section 2.02(c).

“Minimum Excess Spread Percentage” means 4.00% per annum.

“Minimum Reserve Amount” means, as of any date of determination, (a) at any time a Loan or Advance shall then be outstanding, an amount equal to the product of (i) 1.00% times (ii) the Adjusted Pool Balance and (b) at all other times, zero.

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“Monthly Period” means a calendar month and, with respect to any Settlement Date or Monthly Reporting Date, the immediately preceding calendar month, except that the final Monthly Period shall end on the Final Collection Date.

“Monthly Report” means a report, in substantially the form of Exhibit C (with such changes as the Borrower and the Syndication Agents may agree to from time to time), furnished by the Servicer to the Administrative Agents for the Lenders pursuant to Section 6.07.

“Monthly Reporting Date” means the third Business Day preceding each Settlement Date, other than a Provisional Settlement Date (or, if such day is not a Business Day, the immediately preceding Business Day).

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Moody’s Second Trigger Ratings Threshold” means, with respect to a Hedge Counterparty, (i) if such entity has both a long-term unsecured and unsubordinated Debt Rating or counterparty rating from Moody’s and a short-term unsecured and unsubordinated Debt Rating from Moody’s, a long-term unsecured and unsubordinated Debt Rating or counterparty rating from Moody’s of “A3” or above and a short-term unsecured and unsubordinated Debt Rating from Moody’s of “Prime-2” or above, or (ii) if such entity has only a long-term unsecured and unsubordinated Debt Rating or counterparty rating from Moody’s, a long-term unsecured and unsubordinated Debt Rating or counterparty rating from Moody’s of “A3” or above.

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

“New Contracts” has the meaning set forth in Section 2.02(a).

“Note” has the meaning set forth in Section 2.07.

“Notice of Sale” has the meaning set forth in the Receivables Sale Agreement.

“Obligor” means any Person obligated to make payments pursuant to a Contract.

“O/C Floor Amount” means, (a) at any time that a Loan or Advance shall then be outstanding, the greater of (i) $25,000,000 and (ii) an amount equal to 5.00% of the Aggregate Commitment as of the date the earliest such Loan or Advance shall have been made hereunder, as such amount may be increased upon any subsequent increase in the Aggregate Commitment and (b) at all other times, zero.

“Official Body” means any Governmental Authority or any accounting board or authority (whether or not part of a government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.

“Originator” means, in the case of any Contract, Eaglemark Savings Bank or HDCC as the Person that shall have originated such Contract.

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“Other Fees” means amounts owed by the Borrower hereunder pursuant to Sections 2.11, 2.12, 2.13, 2.14, 2.15, 8.01, 8.03 and 10.10.

“Outstanding Balance” means, with respect to a Contract at any time, the then outstanding principal balance thereof.

“Outstanding Eligible Balance” means, at any time, the sum at such time of (i) in the case of any Contracts then being included for the first time (which, in the case of the initial Advance hereunder, shall mean all Contracts then constituting Collateral), the Outstanding Balance of all such Contracts that are Eligible Contracts as of their respective Cutoff Dates, and (ii) in the case of any other Contracts, the Outstanding Balance of all such Contracts that are Eligible Post-Sale Contracts; provided that with respect to (i) any Contract identified in the initial Contract Schedule delivered under the original Receivables Sale Agreement that is not an Eligible Contract as of the date of the initial Advance hereunder, or (ii) any Contract that, on or after the date hereof, becomes part of the Collateral as an Eligible Contract but subsequently ceases to be an Eligible Post-Sale Contract, and as a result in either such case such Contract is not or ceases to be included in the Outstanding Eligible Balance, such Contract may be included in the Outstanding Eligible Balance on any later date only if such Contract constitutes an Eligible Contract as of such later date (and thereafter may be included in the Outstanding Eligible Balance so long as it remains an Eligible Post-Sale Contract). In the case of Contracts the Obligor of which resides in Texas, in the event the Concentration Limit for such Contracts exceeds zero, it shall be a further condition to the initial inclusion of any such Contracts in the Outstanding Eligible Balance that the inclusion of all such Contracts in the Outstanding Eligible Balance would not cause the Overconcentration Amount in respect of such Concentration Limit to exceed zero.

“Overconcentration Amount” means, as of any Borrowing Date or Take-Out Date, the aggregate amount for all Concentration Criteria, calculated as of such date for each Concentration Criterion as being the sum of (i) the amount, if positive, equal to (A) the Outstanding Eligible Balance in respect of all Contracts having such Concentration Criterion minus (B) an amount equal to (1) the Outstanding Eligible Balance in respect of all Contracts multiplied by (2) the Concentration Limit associated with such Concentration Criterion and (ii) the aggregate Outstanding Balance in respect of all Contracts then included in the Outstanding Eligible Balance that would need to be removed from the Borrowing Base to cause the Concentration Limits set forth in Sections 4.01(o)(ii) and (iii) of the Receivables Sale Agreement to be observed; provided that in calculating the Overconcentration Amount at any time, the Outstanding Balance of a Contract shall not be counted more than once.

“Participant” has the meaning set forth in Section 10.03(g).

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“Permitted Finance Receivables Securitization” means any financial asset financing (whether a program or otherwise) providing for the sale, conveyance, pledge or other transfer of Finance Receivables by HDI or any of its 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.

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“Permitted Liens” means any liens (a) for taxes, assessments and governmental charges or levies that in each case are either (i) not overdue or (ii) being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained and (b) of a collecting bank in the ordinary course of processing items for collection.

“Permitted Investments” mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;

(b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from the Rating Agencies in the highest investment category granted thereby;

(c) commercial paper, master notes, promissory notes, demand notes or other short-term debt obligations having, at the time of the investment or contractual commitment to invest therein, a rating from the Rating Agencies in the highest investment category granted thereby;

(d) investments in money market funds having a rating from the Rating Agencies in the highest investment category granted thereby (including funds for which the Program Agent or any Administrative Agent or any of their respective Affiliates is investment manager or advisor);

(e) notes or bankers’ acceptances issued by any depository institution or trust company referred to in clause (b);

(f) repurchase and reverse repurchase agreements collateralized by securities issued or guaranteed by the United States government or any agency, instrumentality or establishment of the United States government, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b), or entered into with an entity (acting as principal) which has, or whose parent has, a credit rating from the Rating Agencies in the highest credit category granted thereby; and

(g) any other investment approved by the Syndication Agents.

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Solely for purposes of amounts from time to time held in the Reserve Account, “Permitted Investments” shall include, in addition to the foregoing, any investments permitted under the Reserve Account Agreement.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture, Governmental Authority or other entity.

“Pooled Commercial Paper” means Promissory Notes of a Conduit Lender subject to any particular pooling arrangement by such Conduit Lender, but excluding Promissory Notes issued by such Conduit Lender for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such Conduit Lender.

“Prime Rate” means, with respect to any Lender Group, the rate of interest announced publicly by the related Reference Bank from time to time as its prime or base rate (such rate not necessarily being the lowest or best rate charged by such Reference Bank).

“Principal Balance” means with respect to any Tranche, the original principal amount of a Loan made hereunder that has been allocated to such Tranche pursuant to Section 2.04, as such amount may be divided or combined in accordance therewith, in each case as reduced from time to time by Collections and other amounts received by the applicable Lender holding such Tranche from distributions made pursuant to Sections 2.08(b) and 2.08(c), as applicable, or otherwise that have been applied to reduce the Principal Balance of such Tranche; provided, that if such Principal Balance shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Principal Balance shall be increased by the amount of such rescinded or returned distribution, as though it had not been received by such Lender.

“Priority Finance Charges” means, in respect of any period, the sum of (i) all accrued at any time and remaining unpaid Interest, Usage Fees and Unused Fees and (ii) all unreimbursed costs and expenses of the type described in Section 8.03 incurred by the Program Agent at any time in connection with the enforcement of any Facility Document or the collection of any amounts due thereunder, to the extent such sum does not exceed an amount equal to the amount of Interest that would have accrued on the Aggregate Principal Balance of the Loans during such period at a rate equal to the Adjusted LIBO Rate plus the Applicable Margin.

“Program Agent” means JPMorgan, in its capacity as agent for the Lenders, together with its successors and permitted assigns.

“Prohibited Transaction” means any transaction set forth in Section 406 of ERISA or Section 4975 of the IRC which is not exempt under Section 408 of ERISA or Section 4975(d) of the IRC (or any exemption issued thereunder).

“Promissory Notes” means with respect to a Conduit Lender, (i) the short-term promissory notes or extendable money market notes issued by such Conduit Lender which are allocated by such Conduit Lender directly or indirectly as its funding for its purchasing or maintaining its portion of the Advances hereunder and (ii) participations sold by a Conduit Lender pursuant to Section 10.03(g); provided, that the term “Promissory Notes” shall not include the interests sold or indebtedness incurred by a Conduit Lender pursuant to the provisions of any of its program-level liquidity facilities or Asset Purchase Agreements.

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“Pro Rata Share” means, at any time, as the context may require:

(i) for any Committed Lender, (a) the ratio (expressed as a percentage) of the Commitment of such Committed Lender at such time divided by the sum of the Commitments of all Committed Lenders at such time and (b) after the Commitments of all of the Committed Lenders have been terminated, the ratio (expressed as a percentage) of the outstanding principal amount of the Loans funded by such Committed Lender at such time divided by the outstanding principal amount of the Loans funded by all of the Committed Lenders at such time; and

(ii) for any Lender Group, (a) the ratio (expressed as a percentage) of the aggregate of the Commitments of the Committed Lenders in such Lender Group at such time divided by the Aggregate Commitment at such time and (b) after the Commitments of all of the Committed Lenders in such Lender Group have been terminated, the ratio (expressed as a percentage) of the outstanding principal amount of the Loans funded by the Committed Lenders in such Lender Group at such time divided by the outstanding principal amount of the Loans funded by all of the Committed Lenders in all of the Lender Groups at such time.

“Provisional Settlement Date” means any Business Day declared by the Program Agent (at the direction of any Administrative Agent, which, in the discretion of any Administrative Agent, may be as frequently as each Business Day) to be a Settlement Date on one (1) Business Day’s written notice (which may specify an ongoing Provisional Settlement Date arrangement) to the Borrower and the Servicer at any time on or after the Termination Date, or at any time during the continuance of an Event of Termination.

“Rated Note” has the meaning set forth in Section 2.07.

“Rate Type” means the Adjusted LIBO Rate, the Base Rate or the CP Rate.

“Rating Agencies” means each of S&P and Moody’s or their respective successors.

“Receivables Sale Agreement” means that certain Amended and Restated Receivables Sale Agreement dated as of the date hereof between HDCC and the Borrower, as amended, restated, supplemented or otherwise modified from time to time.

“Records” means all Contracts and related Contract Files, and all other agreements, documents, instruments, books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) with respect to the Contracts, the related Obligors and the Related Security.

“Recoveries” means any payments that the Servicer receives from or on behalf of the related Obligor in respect of a Contract that has become a Defaulted Contract, including any net proceeds from the liquidation of the related Motorcycle.

“Reduction Date” means any Business Day on which the Borrower reduces the Aggregate Commitment pursuant to Section 2.03.

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“Reference Bank” means, with respect to any Lender Group at any time, the Committed Lender in such Lender Group designated by the applicable Administrative Agent to be the “Reference Bank” for such Lender Group.

“Related Entity” means HDI, any Originator and each of their respective Affiliates and successors.

“Related Security” means, with respect to any Contract:

(a) all of the Borrower’s interest in the Motorcycle and related goods (including returned or repossessed goods), if any, the sale or financing of which gave rise to such Contract, and all insurance contracts with respect thereto,

(b) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Contract, whether pursuant to such Contract or otherwise, together with all financing statements and security agreements describing any collateral securing such Contract,

(c) all guaranties, insurance, “supporting obligations” (within the meaning of Section 9-102(a) of the UCC of all applicable jurisdictions) and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Contract,

(d) all service contracts and other contracts and agreements associated with such Contract,

(e) all Records related to such Contract,

(f) all of the Borrower’s right, title and interest in, to and under the Receivables Sale Agreement with respect to such Contract,

(g) all of the Borrower’s right, title and interest in and to the Collection Account and the contractual arrangements existing from time to time between the Custodian and the Borrower (or any person on behalf of the Borrower), and any and all agreements related thereto, and

(h) all proceeds of any of the foregoing.

“Repurchase Price” has the meaning set forth in the Receivables Sale Agreement.

“Required Lenders” means, at any time, Committed Lenders holding, in the aggregate, sixty-six and two-thirds percent (66-2/3%) or more of the Aggregate Commitment in effect at such time; provided, however, that, in the event that the Commitments have been terminated pursuant to the terms hereof, “Required Lenders” means the Lenders whose Pro Rata Shares of the Aggregate Principal Balance are equal to or greater than sixty-six and two-thirds percent (66-2/3%). On each date of determination, the Commitment and the Aggregate Principal Balance in respect of any Defaulting Lender shall be excluded.

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“Required O/C Amount” means, as of any date, an amount equal to the greater of (i) the product of (a) the Required O/C Percentage times (b) the Adjusted Pool Balance, and (ii) the O/C Floor Amount.

“Required O/C Percentage” means, as of any date, a percentage equal to the Dynamic Enhancement Percentage as of such date.

“Required Rate” means, at any time, a rate equal to the sum at such time of (i) the Hedging Rate, (ii) the Applicable Margin, (iii) the Servicer Fee and (iv) the Minimum Excess Spread Percentage.

“Reserve Account” means an account at the Program Agent maintained in the name of the Borrower, subject to the security interest of the Program Agent for the benefit of the Secured Parties, with respect to which the action required under Sections 5.01(m) and 5.03(j) shall have been taken.

“Reserve Account Agreement” means that certain Securities Account, Depositary Account and Account Control Agreement dated as of April 30, 2009 among the Borrower, the Servicer, JPMorgan, as securities intermediary, and the Program Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Reserve Account Shortfall” means the circumstance where the Minimum Reserve Amount in effect at any time exceeds the amount then on deposit in the Reserve Account.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of the Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of the Borrower, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of the Borrower now or hereafter outstanding, (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of the Borrower now or hereafter outstanding, and (iv) any payment of management fees by the Borrower (except for Servicer Fees, the allocable share of overhead expenses, and reasonable management fees to HDCC or its Affiliates in reimbursement of actual management services performed).

“Revolving Period” means the period commencing on the Effective Date and ending on the Termination Date.

“S&P” means Standard & Poor’s Ratings Services, a Standard and Poor’s Financial Services LLC business, and its successors.

“Secured Parties” means, collectively, each Hedge Counterparty, the Lenders, each Administrative Agent, the Program Agent, the Liquidity Providers and each other Indemnified Party.

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“Servicer” means HDCC, solely in its capacity as Servicer hereunder, or such other Person(s) then authorized pursuant to Section 6.01 to service, administer, bill and collect payments under the Contracts and enforce the Contracts.

“Servicer Advance” has the meaning set forth in Section 6.03.

“Servicer Fee” has the meaning set forth in Section 6.08; provided, that if the Servicer is not HDCC or an Affiliate of HDCC, the Servicer Fee shall be an amount equal to the then-prevailing market rate for servicing similar Contracts.

“Servicer Termination Event” means the occurrence and continuation of any one of the following events:

(a) the Servicer shall fail to remit Collections to the Collection Account in accordance with Section 2.08(a) or shall fail to remit Collections that are then available to the Servicer in the amount and order provided in Section 2.08(b), and such failure shall continue for three (3) consecutive Business Days; or

(b) the Servicer shall fail to deliver the Monthly Report when due and such failure continues unremedied by the applicable Settlement Date; or

(c) the Servicer shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Facility Document, and any such failure shall remain unremedied for thirty (30) consecutive days; or

(d) an Insolvency Event has occurred with respect to the Servicer, HDI or HDFS; or

(e) any representation, warranty, certification or statement made by the Servicer under or in connection with this Agreement, any other Facility Document or in any other document delivered pursuant hereto or thereto shall be determined to have been false in any material respect on the date as of which made or deemed made; or

(f)(i) the Servicer, HDI or HDFS or any of their material Subsidiaries shall fail to pay any principal of or premium or interest on any Indebtedness that is outstanding in a principal or net amount of at least $100,000,000 in the aggregate (but excluding Indebtedness outstanding hereunder) 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) any event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness or any Permitted Finance Receivables Securitization and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or to permit an early amortization or early liquidation, in the case of a Permitted Finance Receivables Securitization; or any such Indebtedness 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 shall be required to be made, in each case prior

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to the stated maturity thereof; provided that in the case of any intercompany indebtedness, the occurrence of a default thereunder shall not constitute a Servicer Termination Event unless either (x) in the case of a payment default, demand shall have been made and the obligor thereon shall have failed to cure the same in a reasonable period of time, or (y) such intercompany indebtedness shall have been accelerated; or

(g) one of more final judgments for the payment of money in an amount in excess of $100,000,000 in the aggregate shall be entered against the Servicer, HDI or HDFS or any of their material Subsidiaries 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 Servicer Termination Event or included in the calculation of the aggregate amount of judgments or orders under this clause (g) if and for so long as (A) 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 (B) 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; or

(h) any failure to comply with any of the terms or provisions of Section 6.3 of the HDI Credit Agreement, which terms and provisions (together with any related definitions) are incorporated herein by this reference thereto, in each case (x) without regard to whether the HDI Credit Agreement shall then be in effect or any “Advance” shall then be outstanding or any “Commitment” then be in effect thereunder and (y) without giving effect to any amendment or waiver to the HDI Credit Agreement after April 30, 2010; or

(i) any “Default” under and as defined in the HDI Credit Agreement shall occur, without giving effect to any amendment or waiver thereunder.

“Settlement Date” means (i) May 12, 2009, in the case of the first Settlement Date and, thereafter, the 12^th day of each calendar month, or if such day is not a Business Day, the next following day that is a Business Day, or (ii) any Provisional Settlement Date.

“Solvent” means, as to any Person at any time, that (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(31) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital.

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“Subordinated Finance Charges” means, in respect of any period, the sum of (i) all accrued at any time and remaining unpaid Interest, Usage Fees and Unused Fees and (ii) all unreimbursed costs and expenses of the type described in Section 8.03 incurred by the Program Agent at any time in connection with the enforcement of any Facility Document or the collection of any amounts due thereunder, to the extent such sum exceeds the Priority Finance Charges in respect of such period.

“Subordinated Swap Termination Payment” means any termination payment due under any Hedge Agreement resulting from the occurrence of an “Early Termination Date”

under and as defined in such Hedge Agreement, where the Hedge Counterparty is the “Defaulting Party” or sole “Affected Party” (each as defined in such Hedge Agreement) other than any termination payment resulting from a “Tax Event” or “Illegality” (each as defined in such Hedge Agreement).

“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 partnership, limited liability company, association, 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 HDI.

“Syndication Agent” means either JPMorgan or CNAI.

“Take-Out Date” means any date on which a Take-Out Securitization occurs.

“Take-Out Securitization” means a financing transaction undertaken by the Borrower or an Affiliate of the Borrower involving the direct or indirect sale or other conveyance of Contracts with an aggregate Outstanding Balance of at least $200,000,000 that comprise Collateral hereunder and the Related Security and the Collections related thereto, to a Person that shall privately or publicly issue securities, notes or certificates backed by such Contracts, Related Security and the Collections related thereto.

“Target Principal Amount” means:

(a) as of any Settlement Date occurring during the Revolving Period, except as provided in clause (b)(i), an amount equal to (i) the Aggregate Principal Balance of the Loans then outstanding minus (ii) the sum of (A) the Adjusted Pool Balance at such time, minus (B) the Required O/C Amount (as calculated on the basis of the Dynamic Enhancement Percentage as of the last day of the Monthly Period then most recently ended), and

(b) as of any Settlement Date (i) during an Early Amortization Period or (ii) following the end of the Revolving Period, an amount equal to the Aggregate Principal Balance of the Loans then outstanding.

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“Termination Date” means the earlier to occur of (i) the Maturity Date and (ii) the declaration or automatic occurrence of the Termination Date pursuant to Section 7.02.

“Total Distribution Amount” means:

(a) with respect to any Settlement Date other than a Provisional Settlement Date, the sum of, without duplication, (i) all Collections deposited in the Collection Account or otherwise received by the Servicer or the Borrower during the immediately preceding Monthly Period, (ii) the aggregate of the Repurchase Prices (if any) received since the last Settlement Date, (iii) any amounts paid or deposited into the Collection Account since the last Settlement Date pursuant to Section 2.09 or 2.17, (iv) any net monthly payments and termination payments received from any Hedge Counterparty on such Settlement Date (except to the extent any such termination payment is used by the Borrower to enter into a replacement Eligible Hedge Agreement), (v) any Servicer Advance made on such Settlement Date, (vi) any investment earnings received and not previously remitted to the Collection Account and the Reserve Account, as applicable, and (vii) any distributions of amounts on deposit in the Reserve Account in accordance with Section 2.08(d); and

(b) with respect to any Provisional Settlement Date, (i) all Collections then held in the Collection Account or otherwise received and then being held by the Servicer or the Borrower, (ii) the aggregate of the Repurchase Prices (if any) received and not previously distributed under Sections 2.08(b) or 2.08(c), (iii) any amounts paid or deposited into the Collection Account since the last Settlement Date pursuant to Section 2.09 or 2.17, (iv) any payments received from any Hedge Counterparty and not previously distributed under Sections 2.08(b) or 2.08(c) (except to the extent any such termination payment is used by the Borrower to enter into a replacement Eligible Hedge Agreement), (v) any Servicer Advance made on such Settlement Date, (vi) any investment earnings received and not previously remitted to the Collection Account and the Reserve Account, as applicable, and (vii) any distributions of amounts on deposit in the Reserve Account in accordance with Section 2.08(d).

“Tranche” has the meaning specified in Section 2.04(a).

“Tranche Period” means, with respect to any Tranche:

(a) in the case of any Tranche in respect of which Interest is computed by reference to the CP Rate, (i) initially, the period commencing on (and including) the Effective Date and ending on (and including) the last day of the calendar month in which the Effective Date occurs, and (ii) thereafter, each successive calendar month commencing on (but excluding) the last day of the immediately preceding calendar month for such Tranche and ending on (and including) the last day of such calendar month; and

(b) in the case of any Base Rate Tranche, (i) a period from one to and including 31 days, or such other period as may be mutually agreeable to the Syndication Agents and the Borrower; and

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(c) in the case of any LIBOR Tranche, a period of one month, or such other period as may be mutually agreeable to the Syndication Agents and the Borrower, as the Borrower shall select in a written notice to the Program Agent and the Lenders not later than 1:00 P.M. (New York City time) on the second Business Day immediately before the first day of such Tranche Period, each such Tranche Period for such Tranche to commence on the last day of the immediately preceding Tranche Period for such Tranche (or, if applicable, the Effective Date), except that if the Program Agent and the Lenders shall not have received such notice before 1:00 P.M. on such second preceding Business Day, such Tranche Period shall be one day; provided, however, that:

(i) any Tranche Period (other than of one day) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day (provided, however, that in the case of a LIBOR Tranche, if such Tranche Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Tranche Period shall end on the immediately preceding Business Day);

(ii) in the case of any Tranche Period of one day, (A) if commencing on the Effective Date, such Tranche Period shall be the Effective Date; (B) any subsequently occurring Tranche Period which is one day shall, if the immediately preceding Tranche Period is more than one day, be the last day of such immediately preceding Tranche Period and, if the immediately preceding Tranche Period is one day, be the day next following such immediately preceding Tranche Period; and (C) if such Tranche Period occurs on a day immediately preceding a day which is not a Business Day, such Tranche Period shall be extended to the next succeeding Business Day; and

(iii) in the case of any Tranche Period for any Tranche which commences before the Termination Date and would otherwise end on a date occurring after the Termination Date, such Tranche Period shall end on the Termination Date.

“Transaction Parties” means, collectively, the Borrower, HDCC, and the Servicer.

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

“Unrated Note” has the meaning set forth in Section 2.07.

“Unused Commitment” has the meaning set forth in Section 2.03.

“Unused Fee” has the meaning set forth in the Fee Letter.

“Usage Fee” has the meaning set forth in the Fee Letter.

“Yield Supplemented Contract” means a Contract for which the Contract Rate is less than the Required Rate.

“Yield Supplement Overcollateralization Amount” means, during the Revolving Period, as calculated on each Borrowing Date (in respect of the Contracts then becoming part of the Collateral), each Settlement Date (in respect of all Contracts then comprising Collateral) and each Take-Out Date (in respect of all Contracts remaining as Collateral after giving effect to the applicable Take-Out), an aggregate amount for all applicable Contracts, calculated in respect of

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each such Contract as being an amount equal to, if positive, (A) the Outstanding Balance of each Yield Supplemented Contract minus (B) the present value of such Yield Supplemented Contract discounted at the Required Rate. The Required Rate for each Contract shall be determined on the basis of the Hedging Rate set forth in the Borrowing Notice for the Borrowing Date such Contract first became part of the Collateral.

SECTION 1.02. Other Terms and Constructions. Under this Agreement, all accounting terms not specifically defined herein shall be construed in accordance with GAAP as in effect in the United States, and all accounting determinations made and all financial statements prepared hereunder shall be made and prepared in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9. The words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole, including the exhibits and schedules hereto, as the same may from time to time be amended or supplemented and not to any particular section, subsection, or clause contained in this Agreement, and all references to Sections, Exhibits and Schedules shall mean, unless the context clearly indicates otherwise, the Sections hereof and the Exhibits and Schedules attached hereto, the terms of which Exhibits and Schedules are hereby incorporated into this Agreement. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience and do not define, limit, construe or describe the scope or intent of the provisions of this Agreement. Each of the definitions set forth in Section 1.01 hereof shall be equally applicable to both the singular and plural forms of the defined terms. Unless specifically stated otherwise, all references herein to any agreements, documents or instruments shall be references to the same as amended, restated, supplemented or otherwise modified from time to time.

SECTION 1.03. Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

ARTICLE II

AMOUNTS AND TERMS OF THE LOANS

SECTION 2.01. The Loan Facility.

(a) Generally. On the terms and subject to the conditions hereof, each Conduit Lender may in its sole discretion make, and each Committed Lender severally and not jointly agrees to make (if the Conduit Lender in its related Group elects not to make), Loans to the Borrower from time to time on any day during the Revolving Period, but no more than once a week, in an amount in respect of any Lender Group not to exceed at any time its Lender Group’s Pro Rata Share of the Aggregate Commitment. No Lender shall be required to extend its portion of any Advance hereunder, and no Advance shall be extended, if:

(i) such Lender’s portion of any requested Advance would exceed its Pro Rata Share of such Advance or such Lender’s Lending Group’s portion of such Advance would exceed its Pro Rata share of the Aggregate Commitment;

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(ii) if such Lender is a Conduit Lender, the extension of the related Loan would result in the aggregate principal amount of the Loans extended by such Conduit Lender exceeding its Conduit Lending Limit, or if such Lender is a Committed Lender, the extension of the related Loan would result in the aggregate principal amount of the Loans extended by such Committed Lender exceeding its Commitment;

(iii) the Termination Date has occurred; or

(iv) any condition to making such Advance set forth in Article III shall not have been satisfied.

Subject to the terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Loans during the Revolving Period. The Loans shall be secured by the Collateral pursuant to Section 2.16. Collections received in respect of the Collateral shall be applied in accordance with the provisions of Section 2.08.

(b) Conduit Lender Participation. On or prior to each Borrowing Date, each Conduit Lender shall advise its related Administrative Agent as to whether and the extent to which it shall participate in the making of the Loan to be made by its Lender Group on such Borrowing Date. The related Administrative Agent shall promptly notify the Borrower, the Program Agent and the Committed Lenders in its Lender Group of such Conduit Lender’s election. At no time will a Conduit Lender be obligated to make all or any portion of any Loan to be made by its Lender Group hereunder.

(c) Committed Lender’s Commitment.

(i) If a Conduit Lender elects not to make all or any portion of the Loan to be made by its Lender Group, the same shall be made by the Committed Lenders in its Lender Group on a pro rata basis in accordance with their respective Commitments.

(ii) The obligation of any Committed Lender to make its ratable portion of any Advance hereunder is several from the obligation of any other Committed Lender (whether or not in the same Lender Group). The failure of any Committed Lender to make its ratable portion of any Advance hereunder shall not release the obligation of any other Committed Lender (whether or not in the same Lender Group) to make its ratable portion of any Advance hereunder, but no Committed Lender shall be responsible for the failure of any other Committed Lender to make its ratable portion of any Advance hereunder.

SECTION 2.02. Making the Advance.

(a) Each Advance made under this Article II shall consist of the Loans made by each Lender Group ratably in proportion to such Lender Group’s respective Pro Rata Share and shall be made pursuant to a Borrowing Notice issued by the Borrower to the Administrative Agents and the Hedge Counterparties. To be effective, a Borrowing Notice must be received by each Administrative Agent not less than two (2) Business Days prior to the requested Borrowing Date; provided that the initial Borrowing Notice issued by the Borrower hereunder may be issued to the Administrative Agents on the Effective Date. Each Administrative Agent shall forward each Borrowing Notice to the Lenders in its Lender Group. Each Borrowing Notice shall, except as set forth below, be irrevocable and shall specify:

(i) the new Contracts being pledged in connection with such Advance (the “New Contracts”),

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(ii) the requested aggregate principal amount of such Advance and the amount of the Loan,

(iii) the Borrowing Date,

(iv) the Cutoff Date in respect of the New Contracts,

(v) the initial Tranche Period and Rate Type requested by the Borrower, and

(vi) the Hedging Rate existing under the Hedge Agreements for the Loans to be made by each Lender Group on such Borrowing Date, which Hedging Rate shall be used in the calculation of the Yield Supplement Overcollateralization Amount in respect of the New Contracts.

On each Borrowing Date, upon satisfaction of the applicable conditions precedent set forth in Article III, and so long as such Advance does not otherwise violate the terms and conditions hereof, each Conduit Lender or each Committed Lender, as applicable, shall remit to the account specified by the Administrative Agent in its Lender Group by wire transfer in same day funds at such time as shall enable such Administrative Agent to remit such funds to the Borrower by 12:00 p.m. (New York City time) on the Borrowing Date, an amount equal to (1) in the case of a Conduit Lender, its Lender Group’s Pro Rata Share of the Advance, and (2) in the case of a Committed Lender, its individual Pro Rata Share thereof. Upon receipt of such funds, each Administrative Agent shall by 12:00 pm (New York City time) on such Borrowing Date initiate a wire transfer of same day funds in such amount to account #35099879 maintained on behalf of the Borrower at The Northern Trust Company (the “NTC Account”); provided that, with respect to the funds remitted to the Administrative Agent of the JPMorgan Lender Group in respect of such Advance, such Administrative Agent shall (x) deposit or cause to be deposited in the Reserve Account a portion of such funds, to the extent available, up to the amount necessary to cause the funds then held in the Reserve Account to equal the Minimum Reserve Amount after giving effect to such Advance, and (y) initiate a wire transfer of the balance of such funds, if any, to the NTC Account. Upon the making of such wire transfers and deposits, each Lender Group shall be deemed to have extended its Loan to the Borrower as part of such Advance.

Notwithstanding the foregoing, the initial Advance hereunder shall be disbursed in the following manner: (i) in the case of each of the Lender Groups of which JPMorgan and CNAI is Administrative Agent, such Administrative Agent shall apply the proceeds of its Lender Group’s Pro Rata Share of the initial Advance to the “Borrower Obligations” then owing such Lender Group under the Existing Credit Agreement, (ii) in the case of each other Lender Group, the Administrative Agent of such Lender Group shall remit the proceeds of such Lender Group’s Pro Rata Share of the initial Advance to the Program Agent, and (iii) the Program Agent shall

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distribute funds received by it from the Administrative Agents of such other Lender Groups to (A) JPMorgan and CNAI, for application to the “Borrower Obligations” then outstanding under the Existing Credit Agreement, (B) the Program Agent, for deposit to the Reserve Account in an amount equal to the Minimum Reserve Amount, and (C) the Borrower, to the extent of any balance remaining. Upon the making of such disbursements in accordance with the foregoing, each Lender Group shall be deemed to have extended its Pro Rata Share of the initial Advance to the Borrower.

(b) Borrowing Notice Irrevocable. Each Borrowing Notice shall be irrevocable and binding on the Borrower. The Borrower shall reimburse each Lender for any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or prior to the Borrowing Date specified in such Borrowing Notice the applicable conditions set forth in Article III or any other term or condition described in this Agreement, including any loss, cost or expense incurred by reason of the liquidation or redeployment of funds acquired by such Lender to fund its Loan when the Loan, as a result of such failure, is not made on such date.

(c) Extension of the Maturity Date. The Borrower may request, no more frequently than once each year, by delivering written notice to the Administrative Agents and the Program Agent, that the Lenders extend the Maturity Date for an additional 364 days, with such extension to become effective as of and from the date all of the Lenders consenting thereto shall in their sole discretion consent to such extension. The Administrative Agents will forward such requests to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such extension of the Maturity Date will be effective only if (1) those Lenders who initially agreed to extend the Maturity Date for an additional 364 days subsequently reaffirm their agreement to extend, acknowledging that it would then be without the participation of the non-extending Lenders, and (2) the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such extension, and (z) any request for such extension shall be made not more than sixty (60) days prior to the then effective Maturity Date. Each Administrative Agent shall respond to such request in writing, on behalf of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent’s failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was made.

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SECTION 2.03. Reduction in the Aggregate Commitment. The Borrower may, on any Settlement Date prior to the Maturity Date on not less than ten (10) days’ prior irrevocable written notice to the Administrative Agents, (i) prepay in whole all of the outstanding Borrower Obligations, together with any additional amount as may be necessary to pay all amounts, including any termination payments, due to the Hedge Counterparties on such Settlement Date as a result of such prepayment, or (ii) permanently reduce in part (ratably among the Committed Lenders) that portion of the Aggregate Commitment that exceeds the Aggregate Principal Balance (the “Unused Commitment”). Any such reduction in the Aggregate Commitment shall be applied ratably to the Lenders and shall result in reductions of each of the Commitments, the Conduit Lending Limits and the Lender Group Limits based on their respective Pro Rata Shares of the applicable reduction. Notwithstanding the foregoing, the Borrower may elect to reduce the Unused Commitment of any Defaulting Lender prior to reducing the Aggregate Commitment ratably among the non-defaulting Committed Lenders.

SECTION 2.04. Tranches.

(a) Generally. Each Loan shall be allocated to one or more Tranche Periods. Any portion of a Loan having one Tranche Period and one Rate Type and held by one Lender is referred to herein as a “Tranche”. From time to time the Borrower shall select Tranche Periods and Rate Types with respect to Tranches funded by the Committed Lenders, subject to the provisions of this Agreement and provided that no Event of Termination has occurred. At all times after the occurrence of and during the continuation of an Event of Termination, each Committed Lender shall select the Tranche Periods and Rate Types with respect to the Tranches it funds hereunder. Either the Borrower or, following an Event of Termination, the applicable Lender, may, upon notice to the other party received at least three (3) Business Days prior to the last day of any Tranche Period in the case of the Borrower giving notice, or up to the last day of such Tranche Period in the case of the Lender giving notice, either (i) divide any Tranche originating on such last day or having a Tranche Period ending on such last day into two or more Tranches having an aggregate Principal Balance equal to the Principal Balance of such undivided Tranche, or (ii) combine any two or more Tranches originating on such last day or having Tranche Periods ending on such last day into a single Tranche having a Principal Balance equal to the aggregate of the Principal Balance of such Tranches; provided, however, that no Tranche with respect to which Interest is determined by reference to the CP Rate may be combined with a Tranche with respect to which Interest is determined by reference to the Alternative Rate, and a Tranche held by one Lender may not be combined with any Tranche held by any other Lender.

(b) Illegality. Notwithstanding any other provision of this Agreement, if the adoption of or any change in any Law or in the interpretation or application thereof by any relevant Governmental Authority shall make it unlawful for any Lender, in its reasonable determination, to fund or maintain LIBOR Tranches as contemplated by this Agreement or to obtain in the interbank Eurodollar market the funds with which to make or maintain any such LIBOR Tranche, such Lender shall promptly notify the Program Agent, its Administrative Agent and the Borrower thereof whereupon, until such Lender notifies the Borrower and the Program Agent that the circumstances giving rise to such suspension no longer exist (which notice such Lender shall promptly give), (i) the obligation of such Lender to fund or maintain LIBOR Tranches shall forthwith be suspended and (ii) such Lender’s then outstanding LIBOR Tranches, if any, shall be converted on the last day of the Tranche Period for such Tranches or within such

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earlier period as required by Law into Base Rate Tranches. Before giving any notice to the Program Agent, its Administrative Agent and the Borrower pursuant to this clause (b), such Lender shall designate a different office as its lending office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

(c) LIBO Rate Inadequate; Inability to Determine LIBO Rate. If prior to the commencement of any Tranche Period for a LIBOR Tranche, either (i) the related Lender reasonably determines that the rate at which deposits of Dollars are being offered to such Lender in the London interbank market does not accurately reflect the cost to such Lender of funding or maintaining LIBOR Tranches for such Tranche Period or (ii) the related Lender is unable, after reasonable attempts, to obtain Dollars in the London interbank market to fund or maintain such Tranche for such Tranche Period, then such Lender shall give notice thereof to the Borrower, its Administrative Agent and the Program Agent by telephone or telecopy as promptly as practicable thereafter and, until such Lender notifies the Borrower, its Administrative Agent and the Program Agent that the circumstances giving rise to such suspension no longer exist (which notice such Lender shall promptly give), (A) the obligations of such Lender to fund or maintain LIBOR Tranches shall be suspended, and (B) each outstanding LIBOR Tranche funded by such Lender shall be converted into a Base Rate Tranche on the last day of the Tranche Period applicable thereto.

SECTION 2.05. Interest and Fees; Hedging. (a) The Borrower shall pay Interest on the Principal Balance of each Tranche, which interest shall accrue for each day that such Principal Balance shall be outstanding.

(a) On each Settlement Date, the Borrower shall pay to each Lender (or its related Administrative Agent) all accrued and unpaid Interest with respect to all Tranches funded by such Lender during the related Monthly Period (or, in the case of a Provisional Settlement Date, all accrued and unpaid Interest to such Settlement Date); provided that, in the case of any LIBOR Tranche, the Borrower shall, if so requested by the applicable Lender, pay to such Lender all accrued and unpaid Interest thereon on the last day of the related Tranche Period.

(b) On each Settlement Date, the Borrower shall pay to each Administrative Agent an amount equal to the sum of the Usage Fee and the Unused Fee, if any, accrued in respect of each day during the related Monthly Period (or, in the case of a Provisional Settlement Date, all accrued and unpaid Usage Fees and Unused Fees to such Settlement Date) for the benefit of each Lender in such Administrative Agent’s Lender Group, which fees shall accrue on each day during the period from the Effective Date to the date the Loans shall be repaid in full as specified herein. Notwithstanding the foregoing, the Usage Fee shall not accrue on any day that the Default Rate shall then be in effect as the Interest Rate.

(c) On or before the fifth Business Day prior to each Settlement Date (or, in the case of a Provisional Settlement Date, such notice as may be reasonably practicable under the circumstances), each Administrative Agent, on behalf of the Lenders in its Lender Group, shall furnish the Borrower with an invoice setting forth (i) the amount of the accrued and unpaid Interest and the calculation thereof for all Tranches funded by the Lenders in its Lender Group during the related Monthly Period (or other applicable period), and (ii) the amount of the accrued and unpaid Usage Fee payable to the Lenders in such Administrative Agent’s Lender Group during such period.

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(d) From and after the initial Borrowing Date, at all times that any Loan shall be outstanding, the Borrower shall cause Eligible Hedging Agreements to be in place and to be maintained with Eligible Hedge Counterparties in respect of the Aggregate Principal Balance then outstanding. The Borrower shall confer with each Administrative Agent as to the Hedge Agreements that shall correspond to the Loans made such Administrative Agent’s Lender Group. Each Hedge Agreement proposed to be effective on the initial Borrowing Date in respect of the Loans being made on such date shall, if in form and substance reasonably satisfactory to the Syndication Agents, constitute an Eligible Hedge Agreement. Each new Hedge Agreement, and each amended, restated, supplemented or otherwise modified Hedge Agreement, that is proposed to be effective at any time after the initial Borrowing Date shall constitute an Eligible Hedge Agreement if it is either (i) in form and substance substantially similar to the corresponding Hedge Agreement that shall have been in effect on the initial Borrowing Date or (ii) otherwise in form and substance reasonably satisfactory to the Syndication Agents, with approval by the Syndication Agents not to be unreasonably withheld, conditioned or delayed. The Borrower shall cause the Hedge Agreements in respect of all Loans made on the same Borrowing Date to be uniform in terms of cap rate, amortization schedule, and such other terms as otherwise necessary to cause each such Hedge Agreement to be in substantially the same form such that no one Hedge Agreement contains material provisions which are more favorable than the provisions included in the other Hedge Agreements.

SECTION 2.06. Maturity Date. The Aggregate Principal Balance of the Loans together with other Borrower Obligations accrued hereunder shall be due and payable in full, together with all Interest thereon accrued to such date, on the Maturity Date unless (i) earlier repaid pursuant to the provisions of this Agreement (including, without limitation, Section 2.08), or (ii) the Borrower Obligations are required to be repaid on any earlier date in accordance Section 7.02.

SECTION 2.07. Evidence of Debt. The Loans may be evidenced by promissory notes (each, a “Note”) executed and delivered by the Borrower to each Lender in the principal amount of the Loan or portion thereof made by such Lender. If requested by the Borrower, the Notes may be issued in two series, with one series of Notes being rated by at least one Rating Agency for so long as the Borrower elects to maintain such rating and substantially in the form of Exhibit B-1 hereto (a “Rated Note”). The other series of Notes would not require an explicit rating from the Rating Agencies and each such Note shall be substantially in the form of Exhibit B-2 hereto (an “Unrated Note”). In all respects other than the classification of the Notes as rated or unrated, the Notes will be entitled to identical rights and priority. The Notes will be ranked pari passu and the Lenders holding such Notes will share equally in the Collateral and will be entitled to the same rights and remedies under this Agreement and the other Facility Documents. Each Lender Group may elect, in its sole discretion, to have (if applicable) either a Rated Note or an Unrated Note issued by the Borrower to its Lender Group. In the case of any Lender that does not request a Note, such Lender shall maintain an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from the Loan or portion thereof made by such Lender, including the outstanding principal balance of such Loan and the amount of Interest payable and paid to such Lender from time to time hereunder. The entries made in such accounts

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of the Lenders shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that the failure of any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay any Loan in accordance with the terms of this Agreement.

SECTION 2.08. Settlement Procedures.

(a) Deposits to Collection Account. The Servicer shall instruct the Lockbox Bank to remit all Collections identified with the Contracts from the Lockbox Account directly to the Collection Account within two (2) Business Days of identification. In the event that the Borrower and/or the Servicer receives any Collections or other proceeds of the Collateral, each shall remit the same directly to the Collection Account within two (2) Business Days of receipt. On each Settlement Date, each of the Borrower and the Servicer shall deposit or shall cause to be deposited to the Collection Account all amounts described in “Total Distribution Amount” together with any other Collections received by either of them that have not previously been deposited to the Collection Account. The Servicer shall not make any withdrawals from the Collection Account or the Reserve Account, as applicable, at any time except for the purpose of distributing such Collections and other amounts in accordance with Sections 2.08(b) and 2.08(c), as applicable; provided, that the Servicer may, from time to time, withdraw amounts from the Collection Account as contemplated in Section 6.06, and the Servicer may cause amounts in the Collection Account and the Reserve Account, as applicable, to be invested in Permitted Investments maturing not later than the Settlement Date next following such investment.

(b) Application of Collections – Revolving Period. On each Settlement Date, the Servicer shall apply the Total Distribution Amount for such Settlement Date in the following order of priority:

(i) first, to the Servicer for the repayment of any outstanding Servicer Advance made in respect of any Contract;

(ii) second, to the Servicer the accrued and unpaid Servicer Fee, including any unpaid Servicer Fees with respect to any prior Monthly Periods;

(iii) third, to be distributed pari passu to the Administrative Agents, the Program Agent and the Hedge Counterparties, as applicable: (A) to each Administrative Agent for the Lenders in its respective Lender Group, on a pro rata basis, and if applicable to the Program Agent, an amount equal to the aggregate accrued and unpaid Priority Finance Charges, and (B) to the Hedge Counterparties, on a pro rata basis, all net monthly payments, if any, due to the Hedge Counterparties on such Settlement Date (other than such payments due upon the termination of any Hedge Agreement);

(iv) fourth, to be distributed pari passu to the Administrative Agents and the Hedge Counterparties, as applicable: (A) to the Administrative Agents for the Lenders in their respective Lender Groups, an amount equal to each Lender Group’s Pro Rata Share of the Target Principal Amount, and (B) to the Hedge Counterparties, on a pro rata basis, any payments due upon the termination of any Hedge Agreement to which they are party (other than Subordinated Swap Termination Payments);

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(v) fifth, to be distributed to the Administrative Agents for the Lenders in their respective Lender Group, on a pro rata basis, an amount equal to the aggregate accrued and unpaid Subordinated Finance Charges (to the extent the same constitute Interest or Fees), if any;

(vi) sixth, to be deposited to the Reserve Account, the amount of any Reserve Account Shortfall;

(vii) seventh, to be distributed to the Program Agent, an amount equal to the aggregate accrued and unpaid Subordinated Finance Charges due and payable to the Program Agent (to the extent constituting reimbursement for enforcement costs and expenses);

(viii) eighth, to be distributed to any applicable Hedge Counterparties, on a pro rata basis, any Subordinated Swap Termination Payments then due and payable;

(ix) ninth, if any Borrower Obligations (including “Unpaid Amounts” (as defined in the Hedge Agreements)) (other than the amounts paid pursuant to clauses (i) through (vii) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable;

(x) tenth, to be distributed pari passu, all unpaid amounts then payable to The Bank of New York Mellon Trust Company, National Association under the Control Agreement and to the Program Agent under the Reserve Account Agreement; and

(xi) eleventh, any remaining funds to the Borrower.

In addition to the foregoing, the Servicer shall, to the extent of funds then available in the Collection Account, on the last day of any Tranche Period for a LIBOR Tranche, disburse to the applicable Administrative Agent for the Committed Lender that shall have funded or maintained such LIBOR Tranche, an amount equal to the Interest on such LIBOR Tranche.

(c) Application of Collections – Post-Revolving Period. Upon the occurrence of and during the continuation of an Event of Termination and at all times following the end of the Revolving Period, the Servicer shall apply the Total Distribution Amount on each Settlement Date in the following order of priority:

(i) first, to the Servicer for the repayment of any outstanding Servicer Advance made in respect of any Contract;

(ii) second, to the Servicer, if the Servicer is not HDCC or an Affiliate of HDCC, the accrued and unpaid Servicer Fee, including any unpaid Servicer Fees with respect to any prior Monthly Periods;

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(iii) third, to be distributed pari passu to the Administrative Agents, the Program Agent and the Hedge Counterparties, as applicable: (A) to each Administrative Agent for the benefit of the Lenders in its respective Lender Group, on a pro rata basis, and if applicable to the Program Agent, an amount equal to the aggregate accrued and unpaid Priority Finance Charges, and (B) to the Hedge Counterparties, on a pro rata basis, all net monthly payments, if any, due to the Hedge Counterparties on such Settlement Date (other than such payments due upon the termination of any Hedge Agreement);

(iv) fourth, to be distributed pari passu to the Administrative Agents and the Hedge Counterparties, as applicable: (A) to the Administrative Agents for the Lenders in their respective Lender Groups, an amount equal to each Lender Group’s Pro Rata Share of the Target Principal Amount, and (B) to the Hedge Counterparties, on a pro rata basis, any payments due upon the termination of any Hedge Agreement to which they are party (other than Subordinated Swap Termination Payments);

(v) fifth, to be distributed to the Administrative Agents for the Lenders in their respective Lender Group, on a pro rata basis, and if applicable to the Program Agent, an amount equal to the aggregate accrued and unpaid Subordinated Finance Charges, if any;

(vi) sixth, to be distributed to any applicable Hedge Counterparties, on a pro rata basis, any Subordinated Swap Termination Payments then due and payable;

(vii) seventh, if any Borrower Obligations (including “Unpaid Amounts” (as defined in the Hedge Agreements)) (other than the amounts paid pursuant to clauses (i) through (vi) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable;

(viii) eighth, to be distributed pari passu, all unpaid amounts then payable to The Bank of New York Mellon Trust Company, National Association under the Control Agreement and to the Program Agent under the Reserve Account Agreement;

(ix) ninth, if the Servicer is HDCC or an Affiliate thereof, to the Servicer the amounts specified in clause (ii) above; and

(x) tenth, on the Final Collection Date, any remaining funds to the Borrower.

Any payment to be made to the Lenders hereunder shall be made to the applicable Administrative Agent on behalf of its related Lenders as described in clauses (b) and (c) above and such payment shall conclusively satisfy the Borrower’s or the Servicer’s payment duties hereunder.

(d) Reserve Account.

(i) On each Settlement Date, if the Total Distribution Amount is estimated to be less than the aggregate amount required to be paid pursuant to Section 2.08(b)(i) through (iii), then the Servicer shall withdraw from the Reserve Account and remit to the Collection Account on the Business Day preceding the Settlement Date the amount of such deficiency and shall apply such amount in accordance with Section 2.08(b).

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(ii) Upon the occurrence and during the continuation of an Event of Termination and at all times following the end of the Revolving Period, if at any time the Total Distribution Amount is less than the aggregate amount required to be paid pursuant to Section 2.08(c)(i) through (vi), the Servicer shall withdraw from the Reserve Account the amount of such deficiency and shall apply such amount in accordance with Section 2.08(c).

(iii) On each Settlement Date during the Revolving Period, if (A) the Total Distribution Amount is sufficient in amount to pay all amounts then due under Section 2.08(b)(i) through (x), and (B) no Event of Termination or Incipient Event of Termination shall have occurred and then be continuing, the Servicer may distribute to the Borrower the excess of the aggregate amount then held in the Reserve Account over the Minimum Reserve Amount.

(iv) Upon the Aggregate Principal Balance being reduced to zero and all other Borrower Obligations being indefeasibly paid in full, after giving effect to any withdrawals on such date pursuant to clauses (i) and (ii) above, all amounts then remaining in the Reserve Account shall be released to the Borrower.

(e) The Borrower hereby represents and warrants that each remittance of Collections to the Program Agent or the Administrative Agents, as applicable, hereunder will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of business or financial affairs of the Borrower.

SECTION 2.09. Removal of Defaulted Contracts. In the event the Borrower shall be capable of selling, assigning or otherwise transferring a Contract that has become a Defaulted Contract for an amount not less than the Repurchase Price (or such other price as shall be acceptable to the Syndication Agents in their sole discretion), the Borrower may, with the consent of the Syndication Agents, remove from the Collateral such Defaulted Contract and the related Contract Assets by depositing to the Collection Account on the Settlement Date immediately following the Monthly Period in which such Contract became a Defaulted Contract an amount equal to the Repurchase Price (or such other price) from the proceeds of such sale, assignment or other transfer.

SECTION 2.10. Payments and Computations, Etc.

(a) All amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 1:00 p.m. (New York City time) on the day when due in lawful money of the United States of America in immediately available funds to an account the Program Agent or the relevant Administrative Agents may designate prior to such payment from time to time in writing. The Borrower and the Servicer shall, to the extent permitted by law, pay to the Affected Party interest on all amounts

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not paid or deposited or debited by such Person when due hereunder at the Default Rate, payable on demand. All computations of interest and all computations of Interest and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed; provided that all computations of Interest on Base Rate Tranches shall be made on the basis of a year of 365 or 366 days for the actual number of days (including the first but excluding the last day) elapsed. In no event shall any provision of this Agreement require the payment or permit the collection of Interest in excess of the maximum permitted by applicable law. In the event that any payment hereunder (whether constituting a repayment of Loans or a payment of Interest or any other amount) is rescinded or must otherwise be returned for any reason, the amount of such payment shall be restored and such payment shall be considered not to have been made.

SECTION 2.11. Interest Protection.

(a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof, (ii) the compliance by any Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, or (iii) any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic); (1) there shall be an increase in the cost to such Affected Party of funding or maintaining any Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Affected Party shall be required to make a payment calculated by reference to any Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, on the next Settlement Date which is at least five (5) Business Days after receipt of the certificate described in Section 2.11(b), pay such Administrative Agent for the account of such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Administrative Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Asset Purchase Agreement or similar liquidity facility.

(b) Each Administrative Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Affected Party, be otherwise disadvantageous to it. In determining the amount of such compensation, such Affected Party may use any reasonable averaging and attribution methods. The applicable Affected Party (or such party’s related Administrative Agent) shall submit to the Borrower a certificate describing in reasonable detail such increased costs incurred, amounts not received or receivable or required payment made or to be made (including the calculation thereof), which certificate shall be conclusive in the absence of manifest error.

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SECTION 2.12. Accounting Based Consolidation Event. (a) If an Accounting Based Consolidation Event shall at any time occur, the Borrower shall, on the next Settlement Date which is at least five (5) Business Days after receipt of the certificate described below, pay the applicable Administrative Agent, for the benefit of the relevant Affected Party, such amounts as such Affected Party reasonably determines will compensate or reimburse such Affected Party for any resulting (i) fee, expense or increased cost, including without limitation, charged to, incurred or otherwise suffered by such Affected Party, or (ii) reduction in the rate of return on such Affected Party’s capital or reduction in the amount of any sum received or receivable by such Affected Party, in each case determined by such Affected Party to be allocable to the Borrower or the transactions contemplated in this Agreement in connection therewith. Amounts under this Section 2.12 may be demanded at any time without regard to the timing of issuance of any financial statement by any Conduit Lender or by any Affected Party; provided that a Conduit Lender on behalf of such Affected Party shall provide to the Borrower a calculation in reasonable detail of the amounts payable to each Affected Party pursuant to this Section 2.12 and such calculation shall be binding in the absence of manifest error; provided, further, in respect of any Monthly Period, the amount due to an Affected Party under this Section 2.12 when combined with the Interest payable to such Affected Party for such Monthly Period shall be equal to the amount of Interest that would have accrued if the Tranche held by such Affected Party were a Base Rate Tranche during such Monthly Period.

(b) For purposes of this Section 2.12, “Accounting Based Consolidation Event” means the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit Lender that are subject to this Agreement or any other Facility Document with all or any portion of the assets and liabilities of an Affected Party. An Accounting Based Consolidation Event shall be deemed to occur on the date any Affected Party shall acknowledge in writing that any such consolidation of the assets and liabilities of a Conduit Lender shall occur.

SECTION 2.13. Increased Capital.

(a) If, after the date hereof, (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) compliance by any Affected Party with any new or changed directive or request from any central bank or other Official Body (whether or not having the force of law), or (iii) any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic), affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, on the next Settlement Date which occurs at least five (5) days after receipt of the certificate described in Section 2.13(b), the Borrower shall pay to such Affected Party (as a third party

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beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Administrative Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Administrative Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Administrative Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.

(b) Each Administrative Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.13(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Administrative Agent) shall submit to the Borrower a certificate describing in reasonable detail such compensation (including the calculations thereof), which certificate shall be conclusive in the absence of manifest error.

SECTION 2.14. Funding Losses. In the event that any Liquidity Provider or any Lender shall incur any loss, expense or Liquidation Fees (including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Liquidity Provider or Lender in order to fund or maintain any Loan or interest therein) as a result of any reduction of the Principal Balance of any Tranche at any time or conversion of any Tranche to another Tranche prior to the originally scheduled last day of the applicable Tranche Period, then, on the Settlement Date following written demand from the related Administrative Agent to the Borrower, the Borrower shall pay to such Administrative Agent for the account of such Liquidity Provider or Lender, the amount of such loss, expense or Liquidation Fees. Such written demand shall describe in reasonable detail the components of such funding loss and shall, in the absence of manifest error, be conclusive and binding upon the Borrower.

SECTION 2.15. Taxes. (a) Except to the extent required by applicable law, any and all payments and deposits required to be made hereunder or under any instrument delivered hereunder by the Borrower hereunder shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (except for net income taxes that are imposed by the United States and franchise taxes, gross receipts taxes imposed in lieu of income taxes, and net income taxes that are imposed on such Affected Party by the state or foreign jurisdiction under the laws of which such Affected Party is organized or any political subdivision thereof, collectively, “Excluded Taxes”). If the Borrower or the Servicer shall be required by law to make any such deduction, (i) the Borrower shall, except in the case of any deduction on account of Excluded Taxes, make an additional payment to such Affected Party, in an amount sufficient so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15), such Affected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower (or the Servicer, on its behalf) shall make such deductions and (iii) the Borrower (or the Servicer, on its behalf) shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

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(b) In addition, the Borrower agrees to pay any present or future stamp or other documentary taxes or any other excise or property taxes or similar levies which arise from any payment made hereunder or under any instrument delivered hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any instrument delivered hereunder.

(c) Each Affected Party which is not organized under the laws of the United States or any State thereof shall, on or prior to the date that such Affected Party becomes a party to or obtains rights under this Agreement, and prior to any payment being made by the Borrower to such Affected Party, deliver to the Borrower (i) two duly completed and executed copies of the IRS Form W-8 BEN or W-8 ECI (or any successor form) as applicable; and (ii) such other forms or certificates as may be required under the laws of any applicable jurisdiction (on or before the date that any such form expires or becomes obsolete), in order to permit the Borrower to make payments to, and deposit funds to or for the account of, such Affected Party hereunder and under the other Facility Documents without any deduction or withholding for or on account of any tax. Each such Affected Party shall submit to the Borrower (with copies to the Program Agent) two updated, completed, and duly executed versions of: (i) all forms referred to in the previous sentence upon the expiry of, or the occurrence of any event requiring a change in, the most recent form previously delivered by it to the Borrower or the substitution of such form; and (ii) such extensions or renewals thereof as may reasonably be requested by the Borrower.

(d) If the Borrower is required to pay additional amounts to or for the benefit of any Affected Party pursuant to this Section 2.15 as a result of a change of law or treaty occurring after such Affected Party first became a party to this Agreement, such Affected Party will, at the Borrower’s request, change the jurisdiction of its applicable lending office if, in the reasonable judgment of such Affected Party, such change (i) will eliminate or reduce any such additional payment which may thereafter accrue and (ii) is not otherwise disadvantageous to such Affected Party.

SECTION 2.16. Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Program Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in and to all of its assets and interests in property, whether now existing or hereafter arising or acquired, including, without limitation, the following:

(i) all Contracts, together with all Related Security and Collections with respect thereto;

(ii) the Collection Account, including, without limitation, (A) all Collections held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account or any Collections held therein, (B) all investment property and other financial assets representing Collections or proceeds

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thereof on deposit in, credited to, held in, or acquired with funds from, the Collection Account and all certificates and instruments from time to time representing or evidencing such investment property and financial assets, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Program Agent in substitution for the then existing investments in the Collection Account and (D) all interest, dividends, cash, instruments, financial assets, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Collection Account, in each case, related to Contracts;

(iii) the Reserve Account, including, without limitation, (A) all amounts held therein and all certificates and instruments, if any, from time to time representing or evidencing the Reserve Account or any amounts held therein, (B) all investment property and other financial assets representing amounts or proceeds thereof on deposit in, credited to, held in, or acquired with funds from, the Reserve Account and all certificates and instruments from time to time representing or evidencing such investment property and financial assets, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Program Agent in substitution for the then existing investments in the Reserve Account and (D) all interest, dividends, cash, instruments, financial assets, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Reserve Account;

(iv) all rights and remedies of the Borrower under the Receivables Sale Agreement, together with all financing statements filed by the Borrower against HDCC in connection therewith;

(v) to the extent not included in the foregoing, the Contract Assets conveyed to the Borrower under the Receivables Sale Agreement;

(vi) all rights and remedies of the Borrower under each Hedge Agreement;

(vii) all accounts, chattel paper, inventory, equipment, instruments, investment property, deposit accounts, letter-of-credit rights, general intangibles and supporting obligations (all terms in this clause (vii) having the meaning assigned to them in Article 9 of the UCC of the applicable jurisdiction) constituting or relating to the foregoing; and

(viii) to the extent not included in the foregoing, all proceeds of any and all of the foregoing (the assets and interests in property described above in this Section 2.16(a), collectively, the “Collateral”).

The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect. This Agreement shall constitute a security agreement under applicable law.

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(b)(i) With respect to any Contract that has been repurchased by HDCC in accordance with Section 6.01 of the Receivables Sale Agreement, the Program Agent’s security interest in such Contract and the Related Security and Collections with respect thereto shall be automatically released upon the deposit to the Collection Account of proceeds of such repurchase in an amount not less than the Repurchase Price.

(i) Upon prepayment in full of all of the Borrower Obligations in accordance with Section 2.03 or upon removal from the Collateral of any Defaulted Contract in accordance with Section 2.09 (including payment of the amount specified in Section 2.09), the Program Agent’s security interest, on behalf of the Secured Parties, in all the Contracts (in the case of Section 2.03) or the removed Contract (in the case of Section 2.09), and the Related Security and Collections with respect thereto shall be automatically released on the date of prepayment or payment of removal proceeds, as applicable.

(ii) On acknowledgement by the Program Agent of the occurrence of the Final Collection Date, the Program Agent’s security interest in the Collateral shall automatically terminate.

(iii) At any time that the Aggregate Principal Balance hereunder shall have been reduced to zero, and all accrued or claimed Borrower Obligations shall have been paid in full, the Program Agent shall, upon the written request of the Borrower, release its security interest, on behalf of the Secured Parties, in the Collateral.

(iv) Upon the release or termination of the Program Agent’s security interest in all or any portion of the Collateral as provided in this Section 2.16(b) or in Section 2.17, the Program Agent will, at the request and expense of the Borrower, (x) execute and deliver to the Borrower such instruments of release with respect to such Collateral, in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (y) deliver any such Collateral in its possession to the Borrower or its designee, and (z) take such other actions as the Borrower may reasonably request (all without recourse to, and without representation or warranty by, the Program Agent, any Administrative Agent or any Lender, other than a representation to the effect that no Adverse Claim in the Collateral has been created by or through such Person) to evidence the release or termination of the Program Agent’s security interest in the Collateral or the portion thereof in which the Program Agent’s security interest has been released or terminated.

SECTION 2.17. Take-Out Securitizations. The Borrower may, upon no less than five (5) Business Day’s prior written notice to the Administrative Agents and the Hedge Counterparties, request that certain Collateral be released from the Program Agent’s security interest in order to effect a Take-Out Securitization. Notwithstanding the foregoing, no Take-Out Securitization shall be permitted unless the proceeds received in connection with any Take-Out Securitization are remitted directly to the Collection Account pursuant to Section 2.08(a) and applied in accordance with the priority of payment provisions set forth in Section 2.08(b) on the immediately following Settlement Date (or, if such Take-Out Securitization occurs on a Settlement Date, on such Settlement Date) and that such proceeds are in an aggregate amount not

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less than the Repurchase Price for the Contracts that are the subject of such Take-Out Securitization together with any additional amount as may be necessary to pay all amounts due to the Hedge Counterparties on such Settlement Date, including any termination payment due on such Settlement Date as a result of such Take-Out Securitization. Prior to any such Take-Out Securitization being effected, the Program Agent and the Administrative Agents shall have received satisfactory evidence that before and after giving effect to such Take-Out Securitization, (A) no Event of Termination, Incipient Event of Termination, Early Amortization Event or an event that but for notice or lapse of time or both would constitute an Early Amortization Event shall have occurred and be continuing, (B) the Aggregate Principal Balance shall not exceed an amount equal to the Borrowing Base, (C) the Overconcentration Amount shall be zero, (D) with respect to the Contracts that are (a) 30 to 60 days past due and (b) 60 to 90 days past due, the percentage of each such category of Contracts remaining as Collateral hereunder after giving effect to the Take-Out Securitization must not exceed the percentage of such Contracts that constituted Collateral hereunder immediately prior to giving effect to such Take-Out Securitization and (E) the transaction documents to which the Borrower is a party and which set forth the terms of the Take-Out Securitization include limited recourse and non-petition provisions for the benefit of the Borrower similar in all material respects to those set forth in Sections 10.09 and 10.11 hereof. In any calculation to be made in connection with a Take-Out Securitization hereunder, the Outstanding Balance of a Contract shall be that set forth in (i) the then most recently delivered Monthly Report in respect of which the related Settlement Date shall have occurred, or (ii) if such Contract was acquired by the Borrower after the last date covered by such Monthly Report, the related Notice of Sale. Upon satisfaction of the conditions precedent set forth in this Section 2.17 (except for the application of the proceeds in accordance with Section 2.08(b) as set forth herein), and receipt by the Borrower of the proceeds thereof in an amount not less than the Repurchase Price of the Contracts that are the subject of such Take-Out Securitization, the Program Agent’s security interest, on behalf of the Secured Parties, in such Contracts and the Related Security and Collections shall be released.

SECTION 2.18. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Committed Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Committed Lender is a Defaulting Lender:

(a) The Unused Fee shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.05.

(b) The Commitment of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.01), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender.

(c) So long as an Event of Termination has not occurred and is continuing, any amount payable to such Defaulting Lender or any member of its Lender Group hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.04 hereof) shall, in lieu of being distributed to such Defaulting Lender or member, be retained by the Program Agent in a

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segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Program Agent to (i) the funding or cash collateralization of the Commitment of such Defaulting Lender as required by this Agreement, (ii) the funding of any Advance in respect of which such Defaulting Lender has failed to fund its Pro Rata Share as required by this Agreement, and (iii) if so determined by the Program Agent and the Borrower, be held in such account as cash collateral for future funding obligations of the Defaulting Lender’s Lender Group under this Agreement. Amounts held in such segregated account will not accrue Interest or Fees. Any investment income earned from investments in the segregated account shall be retained in the segregated account.

(d) In the event that the Program Agent, the Syndication Agents and the Borrower agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Commitments of the Lenders and the Lender Group Limit of the Lender’s related Lender Group shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders in its Lender Group as its related Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share of the Lender Group Limit and all funds held in a segregated account in respect of such Lender Group under Section 2.18(c) shall be released to the Administrative Agent of such Lender Group.

SECTION 2.19. Mitigation of Obligations; Replacement of Lender Groups. (a) If any Lender requests compensation under Sections 2.11, 2.12 or 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.11, 2.12, 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. The Borrower shall not be required to pay any amount otherwise payable under Section 2.11, 2.12, 2.13 or 2.15 to the extent such amount accrued prior to the date that is 180 days prior to the date of the demand for payment thereof hereunder; provided 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.

(b) If any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, its related Administrative Agent and the Syndication Agents, require such Lender and its Lender Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.03), all of its interests, rights and obligations under this Agreement to an assignee identified by the Borrower that shall assume such obligations (which assignee may be a Lender in another Lender Group, if such Lender and its related Lender Group accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Syndication Agents, which consent shall not be unreasonably withheld, and (ii) such Lender and its related Lender Group shall have

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received payment of an amount equal to the principal balance of the Loans made by the Lender and its related Lender Group, accrued interest thereon, accrued fees and all other amounts payable to such Lender and its related Lender Group hereunder, from the assignee (to the extent of such principal balance and accrued interest and fees) or the Borrower (in the case of all other amounts) together with all amounts then held in any segregated account with respect to such Lender Group in accordance with Section 2.18(c).

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to Effectiveness of the Agreement and the Initial Advance. As conditions precedent to the effectiveness of this Agreement and the initial Advance hereunder, on or prior to the Effective Date, (i) the Administrative Agents shall have received each of the documents, instruments, legal opinions and other agreements listed on Exhibit E, together with all fees and expenses due and payable on or prior to the date hereof in connection with this Agreement, (ii) since December 31, 2008, no event has occurred which would have a Material Adverse Effect with respect to the Servicer, (iii) each Lender shall have received all necessary credit approvals in order to consummate the transactions contemplated by this Agreement, (iv) each of the conditions precedent set forth in Section 3.01 of the Receivables Sale Agreement shall have been met or waived to the satisfaction of the Administrative Agents, (v) no Event of Termination, Early Amortization Event, Servicer Termination Event or Incipient Event of Termination shall have occurred and then be continuing or would occur on giving effect to the transactions contemplated herein, (vi) all ratings issued by the Rating Agencies in respect of HDI, HDFS or any of HDFS’s Subsidiaries are at a level of at least BBB- (or its equivalent) and (vii) the Administrative Agents shall have received a pro forma Monthly Report from the Servicer and such other documents and information relating to the Collateral as any Administrative Agent may have reasonably requested.

SECTION 3.02. Conditions Precedent to each Advance Subsequent to the Initial Advance. In connection with each subsequent Advance after the initial Advance, the Administrative Agents shall have received, prior to any such Advance being made, satisfactory evidence that:

(a) a Borrowing Notice has been delivered to all of the Administrative Agents,

(b) the Records related to the Contracts subject to such Advance have been delivered to the Servicer or the Custodian for the benefit of the Administrative Agent and the Lenders, and

(c) the Receivables Sale Agreement shall be full force and effect.

SECTION 3.03. Conditions Precedent to Each Advance. The making of each Advance (including the initial Advance) by the Lenders to the Borrower shall be subject to the further conditions precedent that on each Borrowing Date, each of the following shall be true and correct on such Borrowing Date, and, with respect to such Advance, both before (except with respect to clauses (f) and (g) below) and after giving effect to such Advance:

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(a) The representations and warranties contained in Article IV are correct in all material respects on and as of such date as though made on and as of such date (except (i) for those representations and warranties which are specifically made only as of a specific date, which such representations and warranties shall be correct in all material respects on and as of the date made and (ii) in the case of any Advance after the date of the initial Advance, the representation and warranty made in Section 4.02(i)(i)) and the Borrower and the Servicer are in compliance in all material respects with the covenants set forth in Article V as of such date;

(b) The Aggregate Principal Balance at such time is less than or equal to the lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base;

(c) The Overconcentration Amount shall be zero;

(d) No event has occurred, or would result from such Advance which constitutes an Event of Termination, an Early Amortization Event, a Servicer Termination Event, an Incipient Event of Termination or an event that but for notice or lapse of time or both would constitute an Early Amortization Event;

(e) If, at such time, a Purchase is then being made under the Receivables Sale Agreement, each of the conditions precedent set forth in Section 3.02 and Section 3.03 of the Receivables Sale Agreement shall have been met or waived to the satisfaction of the Administrative Agents;

(f) After giving effect to such Advance, the amount then held in the Reserve Account shall be not less than the Minimum Reserve Amount;

(g) The Borrower shall have procured Eligible Hedge Agreements with Eligible Hedge Counterparties in an amount not less than the Aggregate Principal Balance after giving affect to such Advance; and

(h) In the event the security interest of the Program Agent in the Collateral shall have previously been released or terminated in accordance with Section 2.16, the Borrower shall have taken such action as may be necessary to cause it to be in compliance with Section 4.01(j) and as may otherwise have been reasonably requested by the Program Agent to cause the Program Agent to have a first priority perfected security interest in the Collateral as of such Borrowing Date in compliance with Section 4.01(j).

Each delivery of a Borrowing Notice to the Program Agent and the Administrative Agents, and the acceptance by the Borrower of the Advance, shall constitute a representation and warranty by the Borrower that, as of the date of such Advance, both immediately before (except with respect to clauses (f) and (g) above) and after giving effect thereto and the application of the proceeds thereof, the statements in the foregoing clauses (a) through (h) above are true and correct.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Program Agent, each Administrative Agent and the Lenders, as of the date hereof and as of each Borrowing Date, as follows:

(a) Corporate Existence and Power. The Borrower is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (ii) has all requisite corporate power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its property and carry on its business as now being conducted; (iii) is qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction in which the nature of the business conducted by it makes such qualification necessary; and (iv) is properly licensed in each jurisdiction to the extent required by the laws of such jurisdiction to own and pledge the Contracts in accordance with the terms of this Agreement, except in the case of clauses (ii), (iii) and (iv), where the failure to have such license, authorization, consent or approval or to be so qualified could not reasonably be expected to have a material adverse effect on the financial condition of the Borrower, the Secured Parties’ interest in the Collateral, the collectibility or enforceability of the Contracts generally or any material portion of the Contracts, or the Borrower’s ability to perform its obligations under this Agreement or the other Facility Documents.

(b) Power and Authority; Due Authorization, Execution and Delivery. The Borrower has all necessary corporate power and authority to (i) execute and deliver this Agreement and each other Facility Document to which it is a party, and to perform its obligations hereunder and thereunder (ii) use the proceeds of Loans made hereunder, and (iii) make a grant of a security interest in the Collateral to the Program Agent on behalf of the Secured Parties on the terms and conditions herein provided. The Borrower’s (i) execution and delivery of this Agreement and each other Facility Document to which it is a party, (ii) performance of its obligations hereunder and thereunder, (iii) use of the proceeds of Loans made hereunder and (iv) the grant of a security interest in the Collateral to the Program Agent on behalf of the Secured Parties on the terms and conditions herein provided, have been duly authorized by all necessary corporate action on the part of the Borrower; and this Agreement and each other Facility Document to which the Borrower is a party has been duly and validly executed and delivered by the Borrower.

(c) No Conflict. None of the execution and delivery by the Borrower of this Agreement and each other Facility Document to which it is a party, nor the performance of its obligations hereunder and thereunder will conflict with or result in a breach of, or a default under, or require any consent under, (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any agreement or instrument to which it is a party or by which it or any of its property is bound or subject, or (iv) any order, writ, judgment, injunction or decree of any court or Governmental Authority or agency binding on or affecting it or its property, and will not result in or require the creation or imposition of any Adverse Claim upon any of the revenues or assets of the Borrower or its Subsidiaries (except as created hereunder); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

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(d) Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorizations, approvals or consents of, and no notices to, or filings or registrations with, any Governmental Authority or regulatory authority or agency (other than informational filings) are necessary for the execution and delivery by the Borrower of this Agreement and each other Facility Document to which it is a party and the performance of its obligations hereunder and thereunder or for the validity or enforceability hereof or thereof.

(e) Actions, Suits. There are not, in any court or before any arbitrator of any kind or before or by any governmental body, any actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its businesses or properties which (i) name the Borrower as a defendant, (ii) affect in any adverse manner the binding nature, validity or enforceability of any Facility Document or (iii) could reasonably be expected to have a Material Adverse Effect. The Borrower is not in default with respect to any order of any court, arbitrator or governmental body, which default could reasonably be expected to have a Material Adverse Effect.

(f) Binding Effect. This Agreement and each other Facility Document to which the Borrower is a party constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g) Accuracy of Information. All written information, exhibits or reports furnished by the Borrower or any of its Affiliates to the Program Agent, any Administrative Agent or the Lenders in connection with the negotiation of, or compliance with, this Agreement (including any Monthly Report) or any of the other Facility Documents are true and complete in all material respects on the date when furnished and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading on the date furnished.

(h) Use of Proceeds. The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock, as defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System from time to time, and no part of the proceeds of any Loan will be used to buy or carry any margin stock.

(i) Good Title. The Borrower is the legal and beneficial owner of the Contracts, Related Security and the Collections related thereto purchased by it under the Receivables Sale Agreement, free and clear of any Adverse Claim, except such Adverse Claims created pursuant to the terms of the Facility Documents and Permitted Liens. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Borrower’s ownership interest in each Contract, the Related Security, and the Collections related thereto.

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(j) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall transfer to the Program Agent for the benefit of the Lenders (and the Program Agent for the benefit of the Lenders shall acquire from the Borrower) a valid and perfected first priority security interest in the Collateral and the proceeds thereof, free and clear of any Adverse Claim, except such Adverse Claims created pursuant to the terms of the Facility Documents and Permitted Liens. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Program Agent’s (for the benefit of the Secured Parties) security interest in the Collateral and (i) other than the filings permitted under this clause (j), no other consensual filings of financing statements have been made against the Borrower and (ii) to the Borrower’s knowledge, no non-consensual filings of financing statements have been filed which describe any interest in the Collateral.

(k) Jurisdiction of Organization; Places of Business and Locations of Records. The jurisdiction of organization, principal places of business and chief executive office of the Borrower and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit D or such other locations of which the Program Agent has been notified in accordance with Section 5.02(a) in jurisdictions where all action required by Section 5.01(h) has been taken and completed. The Borrower’s organizational number assigned to it by its jurisdiction of organization and the Borrower’s Federal Employer Identification Number are correctly set forth on Exhibit D. The Borrower has not, within a period of one year prior to the date hereof, (i) changed the location of its principal place of business or chief executive office or its organizational structure, (ii) changed its legal name, (iii) changed its “location” (within the meaning of Section 9-307 of the UCC as in effect in all applicable jurisdictions), (iv) become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC as in effect in all applicable jurisdictions) with respect to a currently effective security agreement previously entered into by any other Person, or (v) changed its jurisdiction of organization. The Borrower is a Nevada corporation and is a “registered organization” (within the meaning of Section 9-102 of the UCC as in effect in the State of Nevada).

(l) Collections. The conditions and requirements set forth in Sections 5.01(j) and 6.06 have at all times been satisfied and duly performed by the Borrower. The Borrower has not granted any Person, other than the Program Agent as contemplated by this Agreement or as otherwise contemplated in the Lockbox Agreement, “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of the Lock-Box or Lockbox Account, or the right to take “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of such Lock-Box or Lockbox Account at a future time or upon the occurrence of a future event. The Borrower has taken all steps necessary to ensure that the Program Agent has “control” (within the meaning of Section 8-106(d) of the UCC of all applicable jurisdictions) over the Collection Account and that the Collection Account is not subject to any Adverse Claim other than Permitted Liens and Adverse Claims in favor of the Secured Parties hereunder.

(m) Material Adverse Effect. Since the date of its formation, no event has occurred that would have a material adverse effect on (i) the financial condition or operations of the Borrower, (ii) the ability of the Borrower to perform its obligations under the Facility Documents, or (iii) the collectibility of the Contracts generally or any material portion of the Contracts.

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(n) Names. The Borrower has not used any corporate or other names, trade names or assumed names other than the name in which it has executed this Agreement.

(o) Ownership of the Borrower. HDCC owns, directly or indirectly, 100% of the issued and outstanding capital stock of the Borrower. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of the Borrower.

(p) Investment Company Act. The Borrower is not, and after giving effect to the transactions contemplated hereby, will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q) Compliance with Law. The Borrower has complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of its businesses or the ownership of its property (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), except where the failure to so comply with any of the foregoing could not reasonably be expected to have a material adverse effect on the financial condition of the Borrower, the Secured Parties’ interest in the Collateral, the collectibility or enforceability of the Contracts generally or any material portion of the Contracts, or the Borrower’s ability to perform its obligations under this Agreement or the other Facility Documents.

(r) Compliance with the Contracts and the Collection Policy. The Borrower has (i) fully performed and complied in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts pledged hereunder as Collateral and (ii) complied (and has at all times instructed the Servicer to comply) in all material respects with the Collection Policy with regard to each such Contract.

(s) Payments to HDCC. With respect to each Contract transferred to the Borrower under the Receivables Sale Agreement, (i) the Borrower has given reasonably equivalent value to HDCC in consideration therefor and such transfer was not made for or on account of an antecedent debt and (ii) such Contract was purchased by the Borrower in full compliance with the terms of the Receivables Sale Agreement. No transfer of any Contract under the Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Code.

(t) Eligible Contracts. Each Contract included in the Collateral is an Eligible Contract as of its respective Cutoff Date. Each of the representations and warranties made in Sections 4.01(l), (m), (n) and (o), Section 4.02(d) and Section 4.03 of the Receivables Sale Agreement is hereunder made by the Borrower. There are a sufficient number of Eligible Contracts and Eligible Post-Sale Contracts constituting Collateral such that the Borrowing Base exceeds the Aggregate Principal Balance.

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(u) Accounting. The Borrower shall treat the transactions contemplated by the Receivables Sale Agreement as a sale or capital contribution for all purposes, although the Borrower acknowledges that the consolidated financial statements of HDCC and the Borrower shall be prepared in accordance with GAAP and, as a result of the consolidation required by GAAP, the transfers will be reflected as a financing by HDCC in its consolidated financial statements; provided, however, that (i) appropriate notations shall be made in any such consolidated financial statements (or in the accompanying notes) to indicate that the Borrower is a separate legal entity from HDCC and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and obligations of HDCC, (ii) such assets shall also be listed separately on any balance sheet of the Borrower prepared on a stand alone basis, and (iii) following the occurrence of any Insolvency Event in respect of HDCC, the Contracts and other Contract Assets purportedly conveyed to the Borrower pursuant to the Receivables Sale Agreement would not constitute part of HDCC’s estate in bankruptcy.

(v) Borrowing Notice. The information regarding the Contracts as set forth in the Borrowing Notice is true and correct as of the applicable Borrowing Date.

(w) Contract Schedule. The Contract Schedule delivered to the Borrower in connection with the closing of the predecessor to the Receivables Sale Agreement on December 12, 2008 is true, accurate and complete as of November 30, 2008. Each Contract Schedule Supplement delivered to the Borrower under the Receivables Sale Agreement is true, accurate and complete as of its respective Cutoff Date.

(x) Receivables Sale Agreement. The Receivables Sale Agreement is the only agreement pursuant to which the Borrower purchases the Collateral pledged hereunder, and this Agreement and the Receivables Sale Agreement represent all agreements between HDCC and the Borrower relating to the conveyance by HDCC to the Borrower of any Contracts or Contract Assets or the provision by HDCC of collection services in respect thereof (it being understood that the Borrower may be required to repurchase Contracts from time to time conveyed by it in connection with a Take-Out Securitization in accordance with limited recourse obligations of the type described in Section 4.01(cc)(ii)). Upon the sale of each Contract and Related Security pursuant to the Receivables Sale Agreement, the Borrower shall be the lawful owner of, and have good title to, such Collateral, free and clear of any Adverse Claim (except for Permitted Liens).

(y) Business. Since its formation, the Borrower has not conducted any business other than the purchase of the Contracts from HDCC under the Receivables Sale Agreement, the pledge and assignment of the Collateral under this Agreement and the Existing Credit Agreement, and such other activities as are contemplated in this Agreement or that are incidental to the foregoing (including, without limitation, the consummation of the transactions contemplated by any Facility Document). The Facility Documents are the only agreements to which the Borrower is a party, other than its organization documents, intercompany service agreements and certain other agreements permitted hereunder.

(z) Taxes. The Borrower has filed or caused to be filed all Federal, state and local tax returns which are required to be filed by it, if any, and has paid or caused to be paid all taxes and assessments, prior to the same becoming delinquent, other than any such taxes or assessments the validity of which are being contested in good faith by appropriate proceedings.

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(aa) Solvency. The Borrower is Solvent and will not be rendered insolvent by the transactions contemplated by the Facility Documents.

(bb) Marking Records. The Borrower has caused, or shall instruct the Servicer to cause, the portions of the Computer Files in possession by, or on behalf of, the Servicer and subject to this Agreement to be clearly and unambiguously marked with a legend, reasonably acceptable to the Administrative Agents, to indicate that each Contract constitutes part of the Collateral. Such marking shall be in a form which can be readily deciphered by any Person reading such Computer Files.

(cc) No Indebtedness. The Borrower has no Indebtedness, other than Indebtedness incurred under (i) the terms of this Agreement and the other Facility Documents, (ii) limited recourse obligations as may arise from time to time in connection with a Take-Out Securitization by reason of representations, warranties and other provisions required to be made by the Borrower and which are consistent with representations, warranties and other provisions conventionally made or agreed to by a transferor in an arm’s length “true sale” transaction, (iii) Hedge Agreements permitted under the terms of this Agreement and (iv) other Indebtedness not constituting obligations for borrowed money in an aggregate amount up to $10,000.

(dd) No Fraudulent Conveyance. The Borrower is not in default under any material obligation to pay money to any Person. The Borrower is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Borrower or any of its assets. The Borrower is not transferring any Collateral with any intent to hinder, delay or defraud any of its creditors. The Borrower will not use the proceeds from the transactions contemplated by this Agreement to give any preference to any creditor or class of creditors.

(ee) Reserve Account. The Borrower has taken all steps necessary to ensure that the Program Agent has “control” (within the meaning of Section 8-106(d) of the UCC of all applicable jurisdictions) over the Reserve Account and that the Reserve Account is not subject to any Adverse Claim other than Permitted Liens and Adverse Claims in favor of the Secured Parties hereunder.

(ff) Independent Existence. At all times during the period the Existing Credit Agreement shall have been in effect, the Borrower was in compliance in all material respects with the terms of Section 5.01(g), Section 5.01(h) and Section 5.01(i) of the Existing Credit Agreement.

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SECTION 4.02. Representations and Warranties of the Servicer. The Servicer, in its capacity as such, hereby represents and warrants to the Borrower, the Program Agent, each Administrative Agent and the Lenders, as of the date hereof and as of each Borrowing Date, as follows:

(a) Corporate Existence and Power. The Servicer is (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (ii) has all requisite corporate power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its property and carry on its business as now being conducted; (iii) is qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction in which the nature of the business conducted by it makes such qualification necessary other than such jurisdictions where failure so to qualify would not have a Material Adverse Effect, and (iv) is properly licensed in each jurisdiction to the extent required by the laws of such jurisdiction to service the Contracts in accordance with the terms of this Agreement, except in the case of clauses (ii), (iii) and (iv), where the failure to have such license, authorization, consent or approval would not have a Material Adverse Effect.

(b) Power and Authority; Due Authorization, Execution and Delivery. The Servicer has all necessary corporate power and authority to execute and deliver this Agreement and each other Facility Document to which it is a party, and to perform its obligations hereunder and thereunder. The execution and delivery by the Servicer of this Agreement and each other Facility Document to which it is a party, and the performance of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of the Servicer; and this Agreement and each other Facility Document to which the Servicer is a party has been duly and validly executed and delivered by the Servicer.

(c) No Conflict. None of the execution and delivery by the Servicer of this Agreement and each other Facility Document to which it is a party, nor the performance of its obligations hereunder and thereunder will conflict with or result in a breach of, or a default under, or require any consent under, (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any agreement or instrument to which it is a party or by which it or any of its property is bound or subject, or (iv) any order, writ, judgment, injunction or decree of any court or Governmental Authority or agency binding on or affecting it or its property, and will not result in or require the creation or imposition of any Adverse Claim upon any of the revenues or assets of the Servicer or its Subsidiaries (except as created hereunder).

(d) Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorizations, approvals or consents of, and no notices to, or filings or registrations with, any Governmental Authority or regulatory authority or agency (other than informational filings) are necessary for the execution and delivery by the Servicer of this Agreement and each other Facility Document to which it is a party and the performance of its obligations hereunder and thereunder or for the validity or enforceability hereof or thereof.

(e) Actions, Suits. There are not, in any court or before any arbitrator of any kind or before or by any governmental body, any actions, suits or proceedings pending or, to the Servicer’s knowledge, threatened against or affecting the Servicer or any of its respective businesses or properties which name the Servicer as a defendant and (i) affect in any adverse manner the binding nature, validity or enforceability of any Facility Document or (ii) could reasonably be expected to have a Material Adverse Effect. The Servicer is not in default with respect to any order of any court, arbitrator or governmental body, which default could reasonably be expected to have a Material Adverse Effect.

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(f) Binding Effect. This Agreement and each other Facility Document to which the Servicer is a party constitute the legal, valid and binding obligations of the Servicer enforceable against the Servicer in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g) Accuracy of Information. All written information, exhibits or reports furnished by the Servicer or any of its Affiliates to the Program Agent, any Administrative Agent or the Lenders in connection with the negotiation of, or compliance with, this Agreement (including any Monthly Report) or any of the other Facility Documents are true and complete in all material respects on the date furnished and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading on the date furnished.

(h) Collections. The conditions and requirements set forth in Sections 5.03(g) and 6.06 have at all times been satisfied and duly performed by the Servicer. The Servicer has not granted any Person, other than the Program Agent as contemplated by this Agreement or as otherwise contemplated in the Lockbox Agreement, “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of the Lock-Box or Lockbox Account, or the right to take “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of such Lock-Box or Lockbox Account at a future time or upon the occurrence of a future event. The Servicer has assisted the Borrower in the Borrower taking all steps necessary to ensure that the Program Agent has “control” (within the meaning of Section 8-106(d) of the UCC of all applicable jurisdictions) over the Collection Account and that the Collection Account is not subject to any Adverse Claim other than Permitted Liens and Adverse Claims in favor of the Secured Parties hereunder. The Servicer has the ability to confirm the accuracy of the identification and allocation of Collections by the Lockbox Bank within one (1) Business Day of remittance by the Lockbox Bank to the Collection Account.

(i) Material Adverse Effect. Since December 31, 2009, no event has occurred that (i) would have a material adverse effect on the financial condition or operations of the Servicer and its Subsidiaries, taken as a whole, or (ii) would have a material adverse effect on the ability of the Servicer to perform its obligations under this Agreement or any other Facility Document to which it is a party (excluding changes or effects in connection with specific events (and not general economic or industry conditions) applicable specifically to the Servicer 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 Securities and Exchange Commission at any time on or prior to April 29, 2010).

(j) Ownership of the Borrower. HDCC owns, directly or indirectly, 100% of the issued and outstanding capital stock of the Borrower, free and clear of any Adverse Claim (other than any non-consensual UCC financing statements of which the Servicer is not presently aware). Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of the Borrower.

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(k) Investment Company Act. The Servicer is not, and after giving effect to the transactions contemplated hereby, will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(l) Compliance with Law. The Servicer has complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of its businesses or the ownership of its property, except for any failure to comply with any of the foregoing that could not reasonably be expected to have a Material Adverse Effect.

(m) Compliance with the Collection Policy. The Servicer has complied in all material respects with the Collection Policy with regard to each Contract.

(n) ERISA. HDCC and any other Person which is under common control (within the meaning of Section 414(b) or (c) of the IRC) with HDCC have fulfilled their obligations (if any) under the minimum funding standards of ERISA and the IRC for each ERISA Plan in compliance in all material respects with the currently applicable provisions of ERISA and the IRC and have not incurred any material liability to the PBGC or an ERISA Plan under Title IV of ERISA (other than liability for premiums due in the ordinary course). Assuming that the credit extended hereby does not involve the assets of any employee benefit plan subject to ERISA or any plan subject to Section 4975 of the IRC, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will involve a Prohibited Transaction.

(o) Taxes. The Servicer has filed or caused to be filed all Federal, state and local tax returns which are required to be filed by it, if any, and has paid or caused to be paid all taxes and assessments, prior to the same becoming delinquent, other than any taxes or assessments the validity of which are being contested in good faith by appropriate proceedings or for which the non-payment or non-filing of the same would not have a Material Adverse Effect.

(p) Solvency. The Servicer is Solvent and will not be rendered insolvent by the transactions contemplated by the Facility Documents.

(q) Marking Records. The Servicer has caused, or will cause, the portions of the Computer Files in its possession and subject to this Agreement to be clearly and unambiguously marked with a legend, reasonably acceptable to the Administrative Agents, to indicate that each Contract constitutes part of the Collateral. Such marking shall be in a form which can be readily deciphered by any Person reading such Computer Files.

(r) Reserve Account. The Servicer has assisted the Borrower in the Borrower taking all steps necessary to ensure that the Program Agent has “control” (within the meaning of Section 8-106(d) of the UCC of all applicable jurisdictions) over the Reserve Account and that the Reserve Account is not subject to any Adverse Claim other than Permitted Liens and Adverse Claims in favor of the Secured Parties hereunder.

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SECTION 4.03. Financial Institution Representations and Warranties. Each Committed Lender hereby represents and warrants to its Administrative Agent and the Conduit Lenders in its Lender Group that:

(a) Existence and Power. Such Committed Lender is a corporation or a banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all corporate power to perform its obligations hereunder.

(b) No Conflict. The execution and delivery by such Committed Lender of this Agreement and the performance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets. This Agreement has been duly authorized, executed and delivered by such Committed Lender.

(c) Governmental Authorization. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the due execution and delivery by such financial institution of this Agreement and the performance of its obligations hereunder.

(d) Binding Effect. This Agreement constitutes the legal, valid and binding obligation of such Committed Lender enforceable against such Committed Lender in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

ARTICLE V

GENERAL COVENANTS

SECTION 5.01. Affirmative Covenants of the Borrower. Until the date on which the Borrower Obligations have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, the Borrower hereby covenants as set forth below:

(a) Reporting. The Borrower will furnish or cause to be furnished to each Administrative Agent:

(i) Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Facility Document from any Person that is a party thereto, copies of the same; provided that in the case of oral communications, notice thereof is required to be given only when such communication relates to the occurrence of any breach, default or other material event under or in connection with a Facility Document.

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(ii) Change in the Credit Policy or the Collection Policy. At least (A) five (5) days prior to the effectiveness of any material change in or material amendment to the Credit Policy and (B) thirty (30) days prior to the effectiveness of any material change in or material amendment to the Collection Policy, a copy of the Credit Policy or Collection Policy, as applicable, then in effect and a notice (1) indicating such change or amendment, and (2) if such proposed change or amendment would be reasonably likely to adversely affect the origination or collectibility of the Contracts, requesting each Syndication Agent’s consent thereto.

(iii) Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Contracts or the condition or operations, financial or otherwise, of the Borrower as any Administrative Agent may from time to time reasonably request in order to protect the interests of the Program Agent, the Administrative Agents and the Lenders under or as contemplated by this Agreement.

(b) Notices. The Borrower will notify the Program Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i) Events of Termination, Incipient Events of Termination, Early Amortization Event or Servicer Termination Event. By the statement of an Authorized Officer of the Borrower (A) the occurrence of each Event of Termination, (B) the occurrence of each Incipient Event of Termination, (C) the occurrence of each Early Amortization Event, and (D) the occurrence of each Servicer Termination Event.

(ii) Judgment and Proceedings. (A) The entry of any judgment or decree or the institution of any litigation, arbitration proceeding, investigation or governmental proceeding against the Borrower and (B) any material adverse development in any previously disclosed litigation, arbitration proceeding, investigation or governmental proceeding.

(iii) Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv) Defaults Under Other Agreements. The occurrence of (A) any “event of default” or “default” or other event of which the Borrower has knowledge which, with the giving of notice or the passage of time or both, would constitute an “event of default” or a “default” under any financing arrangement in excess of $25,000,000 pursuant to which the Servicer is a debtor or an obligor, (B) the creation of any Adverse Claim (other than Permitted Liens) on, or the occurrence of any event which, with the giving of notice or passage of time or both, would result in, or with further action by any third party would result in, the creation of any Adverse Claim (other than Permitted Liens) on the Contracts, the Related Security or the Collections pursuant to any indenture, agreement, instrument or filing, or (C) a default or an event of default under any other financing arrangement pursuant to which the Borrower is a debtor or an obligor.

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(c) Compliance with Laws and Preservation of Corporate Existence.

(i) The Borrower will comply in all material respects with the requirements of all applicable statutes, rules, regulations, orders, and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of its business or the ownership of its property, except where the failure to so comply with any of the foregoing could not reasonably be expected to have a material adverse effect on the financial condition of the Borrower, the Secured Parties’ interest in the Collateral, the collectibility or enforceability of the Contracts generally or any material portion of the Contracts, or the Borrower’s ability to perform its obligations under this Agreement or the other Facility Documents.

(ii) The Borrower (A) will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation and (B) will qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except, in each case, where the failure to so preserve, maintain and qualify could not reasonably be expected to have a material adverse effect on the financial condition of the Borrower, the Secured Parties’ interest in the Collateral, the collectibility or enforceability of the Contracts generally or a material portion of the Contracts, or the Borrower’s ability to perform its obligations under this Agreement or the other Facility Documents.

(d) Audits. The Borrower will furnish to each Administrative Agent from time to time such information with respect to it and the Contracts as such Administrative Agent may reasonably request. The Borrower will from time to time during regular business hours upon reasonable prior written notice and at the sole cost of the Borrower, permit each Administrative Agent, or its agents or representatives (including an independent auditor or accounting firm selected by an Administrative Agent), to (i) examine and make copies of abstracts from all Records in the possession or under the control of such Person relating to the Contracts and the Related Security and (ii) visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Contracts and the Related Security or any Person’s performance under any of the Facility Documents or any Person’s performance under the Contracts, in each case, with any of the Authorized Officers of the Borrower having knowledge of such matters (the activities referred to in the preceding clauses (i) and (ii), collectively, an “Audit”). The Administrative Agents shall make reasonable efforts to coordinate Audits. Any Audit provided for herein shall be conducted in accordance with the Borrower’s rules respecting safety and security on its premises and without materially disrupting operations. Nothing in this Section 5.01(d) shall affect the obligation of the Borrower to observe any applicable law prohibiting the disclosure of information regarding the Obligors, and the failure of the Borrower to provide access to information as a result of such obligation shall not constitute a breach of this Section 5.01(d). The Borrower will not be responsible for the costs of more than one (1) Audit performed during any calendar year in respect of the Borrower under this Section 5.01(d) and in respect of the Servicer under Section 5.03(d) on a combined basis (which, in the event there shall have been more than one Audit in any calendar year, shall be the Audit designated for this purpose by the Program Agent); provided, that following the occurrence and during the continuation of an Event of Termination, the one Audit per calendar year limitation shall be inapplicable.

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(e) Keeping and Marking of Records and Books. The Borrower will (i) on or prior to the date hereof, mark the portions of the Computer Files in its possession or in possession by, or on behalf of, the Servicer, with a legend, reasonably acceptable to the Administrative Agents, to indicate that each Contract constitutes part of the Collateral, and (ii) upon the request of any Administrative Agent after the occurrence and during the continuation of an Event of Termination (A) mark each Contract with a legend describing the interests of the Program Agent and the Secured Parties therein and (B) deliver to the Program Agent all Records (including, without limitation, all multiple originals of any such Contract) relating to the Contracts.

(f) Compliance with Contracts and Collection Policy. The Borrower will (and will exercise its contractual rights to cause the Servicer to) timely (i) fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts, and (ii) comply in all material respects with the Collection Policy in regard to each Contract.

(g) Performance and Enforcement of Receivables Sale Agreement. The Borrower will, and will exercise its contractual rights to require HDCC to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Sale Agreement and will vigorously enforce the rights and remedies accorded to the Borrower under the Receivables Sale Agreement, including making prompt demands for payment and reimbursement under Articles VI and VII thereof. The Borrower will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Program Agent and the Lenders as set forth herein) under the Receivables Sale Agreement, as any Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreement.

(h) Ownership. The Borrower will take all necessary action to (i) vest legal and equitable title to the Contracts, the Related Security and the Collections purchased under the Receivables Sale Agreement irrevocably in the Borrower, free and clear of any Adverse Claims other than Adverse Claims in favor of the Program Agent and the Secured Parties and Permitted Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Borrower’s interest in such Contracts, Related Security and Collections, the prompt termination of any non-consensual financing statements that describe any interest in the Collateral, and such other action to perfect, protect or more fully evidence the interest of the Borrower therein as the Program Agent or any Administrative Agent may reasonably request), and (ii) establish and maintain, in favor of the Program Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in all Contracts, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of the Program Agent for the benefit of the Secured Parties and Permitted Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any

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comparable law) of all appropriate jurisdictions to perfect the Program Agent’s (for the benefit of the Secured Parties) interest in such Contracts, Related Security and Collections, the prompt termination of any non-consensual financing statements that describe any interest in the Collateral, and such other action to perfect, protect or more fully evidence the interest of the Program Agent for the benefit of the Secured Parties as the Program Agent or any Administrative Agent may reasonably request).

(i) Lenders’ Reliance. The Borrower acknowledges that the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a legal entity that is separate from each Related Entity. Therefore, from and after the date of execution and delivery of this Agreement, the Borrower shall take all reasonable steps, including, without limitation, all steps that the Program Agent, any Administrative Agent or any Lender may from time to time reasonably request, to maintain the Borrower’s identity as a separate legal entity and to make it manifest to third parties that the Borrower is an entity with assets and liabilities distinct from those of each Related Entity and not just a division of any Related Entity. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Borrower will:

(i) comply with the provisions of Articles 3 and 14 of its Articles of Incorporation as in effect on the date hereof;

(ii) require that all full-time employees of the Borrower, if any, identify themselves as such and not as employees of any Related Entity (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as the Borrower’s employees);

(iii) maintain a separate office for the operation of its business and clearly identify its offices (by signage or otherwise) as its offices;

(iv) conduct all transactions with each Related Entity and the Servicer and their respective Affiliates (including, without limitation, any delegation of its obligations hereunder as the Servicer, the declaration and payment of dividends and distributions and the performance of any Take-Out Securitization) strictly on an arm’s-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges and insurance coverage) for items shared between, or centrally acquired for the benefit of, the Borrower and any Related Entity on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use or benefit;

(v) observe all corporate formalities material to its separateness as a distinct entity, and ensure that all corporate actions relating to (A) the dissolution or liquidation of the Borrower or (B) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding of the Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director);

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(vi) maintain its corporate charter in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its Articles of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Facility Documents, including, without limitation, Section 5.01(i) of this Agreement;

(vii) from and after the Effective Date, maintain the effectiveness of, and continue to perform under the Receivables Sale Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Receivables Sale Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Receivables Sale Agreement or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of each Administrative Agent;

(viii) not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary; and

(ix) take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Foley & Lardner LLP, as counsel for the Borrower, in connection with the closing or the borrowing under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

(j) Collections. The Borrower will (and will exercise its contractual rights to cause the Servicer to) instruct all Obligors to remit all Collections directly to the Lock-Box or the Lockbox Account (except as contemplated by clause (f) of the definition of “Eligible Contract”). The Borrower will cause (i) HDCC, as the Servicer under the Lockbox Agreement, to remit all Collections deposited in the Lock-Box and the Lockbox Account to the Collection Account as provided in Section 2.08(a), and (ii) the Collection Account to be subject at all times on and after the Effective Date to the Control Agreement. In the event any payments relating to Contracts are remitted directly to the Borrower or any Affiliate of the Borrower, the Borrower will remit (or will cause all such payments to be remitted) to the Collection Account as contemplated in Section 2.08(a). The Borrower shall not grant “control” or the right to take “control” (within the meaning of Section 9-104 of the UCC of all applicable jurisdictions) of the Lock-Box or Lockbox Account at a future time or upon the occurrence of a future event to any Person, except as contemplated in this Agreement or as otherwise contemplated in the Lockbox Agreement. The Borrower shall take all steps necessary to ensure that the Program Agent has “control” (within the meaning of Section 8-106(d) of the UCC of all applicable jurisdictions) over the Collection Account and that the Collection Account is not subject to any Adverse Claim other than Permitted Liens and Adverse Claims in favor of the Secured Parties hereunder.

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(k) Taxes. The Borrower will file all Federal, state and local tax returns required by law to be filed by it and will promptly pay and discharge, before the same shall become delinquent, all taxes and assessments imposed upon it or upon its property, except any such taxes or assessments that are being contested in good faith by appropriate proceedings. The Borrower will pay when due any taxes payable in connection with the Contracts.

(l) Insurance. The Borrower will ensure it is covered, with responsible insurance companies, by insurance against at least such risks and in at least such amounts as is customarily maintained by similar businesses, or as may be required by any applicable law, rule or regulation, any governmental approval, or any order, writ, injunction or decree of any court or Governmental Authority or agency.

(m) Reserve Account. The Borrower will cause the Reserve Account to be subject at all times on and after the Effective Date to the Reserve Account Agreement.

(n) Certain Security Entitlements. The Borrower will take all steps necessary to ensure that no “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC of all applicable jurisdictions) (i) that is subject to federal regulations governing security entitlements maintained on the books of a federal reserve bank (including, without limitation, Treasury securities subject to 31 C.F.R. Part 357), or (ii) where the underlying security (within the meaning of Section 8-102(a)(15) of the UCC of all applicable jurisdictions) or other financial asset (within the meaning of Section 8-102(a)(9) of the UCC of all applicable jurisdictions) has not been either endorsed to the securities intermediary (within the meaning of Section 8-501(a) of the UCC of all applicable jurisdictions) under the Control Agreement or Reserve Account Agreement, as applicable, or in blank or credited to a securities account (within the meaning of Section 8-102(a)(9) of the UCC of all applicable jurisdictions) in the name of Securities Intermediary will be held in the Collection Account or Reserve Account.

(o) Maryland Opinion of Counsel. The Borrower will cause an opinion of counsel relating to licensing matters in the state of Maryland and in form and substance reasonably satisfactory to the Syndication Agents to be delivered to the Administrative Agents no later than the close of business on May 6, 2009.

SECTION 5.02. Negative Covenants of the Borrower. Until the date on which the Borrower Obligations have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, the Borrower hereby covenants that:

(a) Name and Jurisdiction Change, Offices and Records. The Borrower will not change its name, jurisdiction of organization, identity or corporate structure (within the meaning of Sections 9-503 and/or 9-507 of the UCC of all applicable jurisdictions), become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC of all applicable jurisdictions) with respect to a currently effective security agreement previously entered into by any other Person, change its “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) or relocate its chief executive office, principal place of business or any office where Records are kept unless it shall have: (i) given the Program Agent at least thirty (30) days’ prior written notice, and (ii) delivered to the Program Agent all financing statements, instruments and other documents reasonably requested by the Program Agent or any Administrative Agent in connection with such change, event or relocation.

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(b) Change in Payment Instructions to Obligors. Except as may be required by the Program Agent pursuant to Section 6.06, the Borrower will not, and will not permit the Servicer to, make any change in the instructions to Obligors regarding payments to be made to the Lock-Box or Lockbox Account, unless such change is necessary to allow the Borrower to comply with Section 5.01(j).

(c) Modifications to Business, Contracts, Credit Policy and Collection Policy. The Borrower will not (i) make any change in the character of its business or (ii) permit any change to the Credit Policy or the Collection Policy that could reasonably be likely to adversely affect the collectibility of the Contracts generally without the prior consent of the Syndication Agents following notice thereof given in accordance with the reporting requirements set forth in Section 5.01(a)(ii).

(d) Sales, Liens. The Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Collateral, or assign any right to receive income with respect thereto (other than (i) the creation of the interests in favor of the Program Agent and the Secured Parties as provided for herein and the sufferance of Permitted Liens and (ii) a sale or conveyance (A) in connection with a Take-Out Securitization pursuant to Section 2.17, (B) to effect the removal from the Collateral of any Defaulted Contract and related Contract Assets in accordance with Section 2.09, (C) to effect a repurchase by HDCC of Contract Assets in accordance with Section 6.01 of the Receivables Sale Agreement, (D) of such Collateral as shall have been released from the security interest of the Program Agent in accordance with Section 2.16(b)(iv), provided that such sale or conveyance is for reasonably equivalent value, or (E) as permitted under Section 5.02(e)), and the Borrower will defend the right, title and interest of the Program Agent and the Lenders in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Borrower or HDCC.

(e) Restricted Junior Payments. The Borrower will not make any Restricted Junior Payment at any time prior to the Final Collection Date; provided that, unless an Event of Termination has occurred and is then continuing, (x) the Borrower may declare and distribute cash dividends with and to the extent of funds made available to the Borrower in accordance with Section 2.08(b) and (y) the Borrower may declare distributions of and distribute non-cash Collateral the security interest of the Program Agent in which has been released in accordance with Section 2.16(b)(iv), in each case to the extent permitted under applicable law.

(f) Collections. The Borrower will not (and will not permit the Servicer to) deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Collection Account cash or cash proceeds other than (i) Collections, (ii) other amounts required or permitted to be deposited in the Collection Account in accordance with the terms of this Agreement and (iii) amounts deposited in the Collection Account in error, as long as the Servicer withdraws such amounts as contemplated in Section 6.06.

(g) Indebtedness. The Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except for Indebtedness of the type contemplated in Section 4.01(cc).

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(h) Facility Documents. Except as otherwise permitted herein, the Borrower shall not terminate, amend or otherwise modify any Facility Document or grant any waiver or consent thereunder without the prior written consent of the Administrative Agents; provided that (i) as provided in Section 5.01(a)(ii) or as otherwise expressly contemplated herein, the Syndication Agents may provide the requisite consent and (ii) in the case of any Hedge Agreement, such Facility Documents may, subject to the terms of Section 2.05(e), be terminated, amended or otherwise modified with the consent of the Administrative Agent for the applicable Lender Group.

(i) Adverse Transactions. Except for a Take-Out Securitization permitted hereunder, the Borrower shall not enter into any transaction which adversely affects the Collateral or the Program Agent’s or any Administrative Agent’s or Lender’s rights under this Agreement.

SECTION 5.03. Affirmative Covenants of the Servicer. Until the date on which the Borrower Obligations have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, the Servicer hereby covenants as set forth below:

(a) Financial Reporting. The Servicer will maintain a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to each Administrative Agent:

(i) Annual Report. 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 HDI and (ii) the date the Annual Report on Form 10-K for such fiscal year of HDI would have been required to have been filed under the rules and regulations of the Securities and Exchange Commission giving effect to any automatic extension available thereunder for filing of such form, (A) a copy of the annual audit report for such year for HDI and its Subsidiaries, containing the consolidated balance sheet of HDI and its Subsidiaries and the consolidated balance sheet of HDFS and its Subsidiaries, in each case as of the end of such fiscal year, (B) a copy of the consolidated statements of income and cash flows of HDI and its Subsidiaries and the consolidated statements of income and cash flows of HDFS and its Subsidiaries, in each case for such fiscal year; and together with (x) an opinion by Ernst & Young LLP or other independent public accountants acceptable to the Administrative Agents ((1) without a “going concern” or like qualification or like exception and (2) other than a qualification permitted by the Securities and Exchange Commission regarding the internal controls of a company acquired during such period pursuant to a material acquisition by HDI or any Subsidiary, without any qualification or exception as to the scope of such audit), and (y) a certificate of the chief financial officer or treasurer of HDI (on behalf of HDI and HDFS) certifying that the reports delivered in accordance with subclauses (A) and (B) above have been prepared in accordance with GAAP, and (C) a certificate of the chief financial officer or treasurer of HDI (on behalf of HDI and HDFS) as to compliance with clauses (h) through (j) in the definition of Servicer Termination Event and setting forth in reasonable detail the calculations necessary to demonstrate the same.

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(ii) Quarterly Report. 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 HDI and (ii) the date the Quarterly Report on Form 10-Q for such quarter of HDI would have been required to have been filed under the rules and regulations of the Securities and Exchange Commission giving effect to any automatic extension available thereunder for filing of such form, (A) a copy of the consolidated balance sheet of HDI and its Subsidiaries and the consolidated balance sheet of HDFS and its Subsidiaries, in each case as of the end of such quarter, (B) a copy of the consolidated statements of income and cash flows of HDI and its Subsidiaries and the consolidated 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 HDI (on behalf of HDI and HDFS) as having been prepared in accordance with GAAP, and (C) a certificate of the chief financial officer or treasurer of HDI as to compliance with clauses (h) through (j) in the definition of Servicer Termination Event and setting forth in reasonable detail the calculations necessary to demonstrate the same.

(iii) Financial statements (other than the certificate of the chief financial officer or the treasurer) required to be delivered pursuant to clauses (i) and (ii) above 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 Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System; provided that HDI shall notify (which may be by facsimile or electronic mail) the Program Agent of the filing of any such financial statements.

(iv) Monthly Report. On each Monthly Reporting Date, the Servicer shall deliver a Monthly Report in accordance with Section 6.07 hereof.

(v) Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with this Agreement or any other Facility Document from any Person that is a party thereto, copies of the same; provided that in the case of oral communications, notice thereof is required to be given only when such communication relates to the occurrence of any breach, default or other material event under or in connection with a Facility Document.

(vi) Change in Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Collection Policy, a copy of the Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Contracts, requesting each Syndication Agent’s consent thereto.

(vii) Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Contracts or the condition or operations, financial or otherwise, of the Servicer as any Administrative Agent may from time to time reasonably request in order to protect the interests of the Program Agent, the Administrative Agents and the Lenders under or as contemplated by this Agreement.

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(b) Notices. The Servicer will notify the Program Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i) Servicer Termination Event. The occurrence of each Servicer Termination Event, by a statement of an Authorized Officer of the Servicer.

(ii) Judgment and Proceedings. (1) The entry of any judgment or decree against the Servicer or any of its material Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against the Servicer and its material Subsidiaries exceeds $25,000,000, (2) the institution of any litigation, arbitration proceeding, investigation or governmental proceeding against the Servicer which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (3) any material adverse development in any previously disclosed litigation, arbitration proceeding, investigation or governmental proceeding.

(iii) Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv) Defaults Under Other Agreements. The occurrence of (A) any “event of default” or “default” or other event which, with the giving of notice or the passage of time or both, would constitute an “event of default” or a “default” under any financing arrangement in excess of $25,000,000 pursuant to which the Servicer is a debtor or an obligor or (B) the creation of any Adverse Claim (other than Permitted Liens) on, or the occurrence of any event which, with the giving of notice or passage of time or both, would result in, or with further action by any third party would result in, the creation of any Adverse Claim (other than Permitted Liens) on the Contracts, the Related Security or the Collections pursuant to any indenture, agreement, instrument or filing.

(c) Compliance with Laws and Preservation of Corporate Existence.

(i) The Servicer will comply with the requirements of all applicable statutes, rules, regulations, orders, and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of its businesses or the ownership of its property, except where the failure to comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

(ii) The Servicer (A) will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation and (B) will qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

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(d) Audits. The Servicer will furnish to each Administrative Agent from time to time such information with respect to it and the Contracts as such Administrative Agent may reasonably request. The Servicer will during regular business hours upon reasonable prior written notice and at the sole cost of the Servicer, permit each Administrative Agent, or its agents or representatives (including an independent auditor or accounting firm selected by an Administrative Agent) to perform an Audit. The Administrative Agents shall make reasonable efforts to coordinate Audits. Any Audit provided for herein shall be conducted in accordance with the Servicer’s rules respecting safety and security on its premises and without materially disrupting operations. Nothing in this Section 5.03(d) shall affect the obligation of the Servicer to observe any applicable law prohibiting the disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 5.03(d). The Servicer will not be responsible for the costs of more than one (1) Audit performed during any calendar year in respect of the Servicer under this Section 5.03(d) and in respect of the Borrower under Section 5.01(d) on a combined basis (which, in the event there shall have been more than one Audit in any calendar year, shall be the Audit designated for this purpose by the Program Agent); provided, that following the occurrence and during the continuation of an Event of Termination, the one audit per calendar year limitation shall be inapplicable.

(e) Keeping and Marking of Records and Books.

(i) The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable as will enable the Program Agent and the Lenders to determine the status of all Contracts (including, without limitation, records adequate to permit the immediate identification of all Collections of and adjustments to each existing Contract). The Servicer will give the Program Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii) The Servicer will (A) on or prior to the date hereof, mark the portions of the Computer Files in its possession or the possession by the Custodian with a legend, reasonably acceptable to the Administrative Agents, to indicate that each Contract constitutes part of the Collateral, and (B) upon the request of any Administrative Agent after the occurrence and during the continuation of an Event of Termination, (x) mark each Contract with a legend describing the interests of the Program Agent and the Secured Parties therein and (y) deliver to the Program Agent all Contracts (including, without limitation, all multiple originals of any such Contract).

(f) Compliance with Contracts and Collection Policy. The Servicer will timely (i) fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts, and (ii) comply in all material respects with the Collection Policy in regard to each Contract.

(g) Collections. The Servicer will instruct all Obligors to remit all Collections directly to the Lock-Box or the Lockbox Account (except as contemplated by clause (f) of the definition of “Eligible Contract”). The Servicer will remit all Collections deposited in the Lock-Box and Lockbox Account to the Collection Account as provided in Section 2.08(a). In the

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event any payments relating to Contracts are remitted directly to the Servicer or any Affiliate of the Servicer, the Servicer will remit (or will cause all such payments to be remitted) to the Collection Account in accordance with Section 2.08(a). The Servicer shall assist the Borrower in taking all steps necessary to ensure that the Program Agent has “control” (within the meaning of Section and 8-106(d) of the UCC of all applicable jurisdictions) over the Collection Account and that the Collection Account is not subject to any Adverse Claim other than Permitted Liens and Adverse Claims in favor of the Secured Parties hereunder.

(h) Taxes. The Servicer will file all Federal, state and local tax returns required by law to be filed by it and will promptly pay and discharge, before the same shall become delinquent, all taxes and assessments imposed upon it or upon its property, except any such taxes or assessments (i) that are being contested in good faith by appropriate proceedings or (ii) the non-payment or non-filing of which could not reasonably be expected to have a Material Adverse Effect.

(i) Insurance. The Servicer will ensure it is covered, with responsible insurance companies, by insurance against at least such risks and in at least such amounts as is customarily maintained by similar businesses, or as may be required by any applicable law, rule or regulation, any governmental approval, or any order, writ, injunction or decree of any court or Governmental Authority or agency.

(j) Reserve Account. The Servicer shall assist the Borrower in taking all steps necessary to ensure that the Program Agent has “control” (within the meaning of Section and 8-106(d) of the UCC of all applicable jurisdictions) over the Reserve Account and that the Reserve Account is not subject to any Adverse Claim other than Permitted Liens and Adverse Claims in favor of the Secured Parties hereunder.

(k) Certain Security Entitlements. The Servicer will take all steps necessary to ensure that no “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC of all applicable jurisdictions) (i) that is subject to federal regulations governing security entitlements maintained on the books of a federal reserve bank (including, without limitation, Treasury securities subject to 31 C.F.R. Part 357), or (ii) where the underlying security (within the meaning of Section 8-102(a)(15) of the UCC of all applicable jurisdictions) or other financial asset (within the meaning of Section 8-102(a)(9) of the UCC of all applicable jurisdictions) has not been either endorsed to the securities intermediary (within the meaning of Section 8-501(a) of the UCC of all applicable jurisdictions) under the Control Agreement or Reserve Account Agreement, as applicable, or in blank or credited to a securities account (within the meaning of Section 8-102(a)(9) of the UCC of all applicable jurisdictions) in the name of Securities Intermediary will be held in the Collection Account or Reserve Account.

SECTION 5.04. Negative Covenants of the Servicer. Until the date on which the Borrower Obligations have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, the Servicer hereby covenants that:

(a) Change in Payment Instructions to Obligors. Except as may be required by the Program Agent pursuant to Section 6.06, the Servicer will not make any change in the instructions to Obligors regarding payments to be made to the Lock-Box or Lockbox Account, unless such change is necessary to allow the Servicer to comply with Section 5.03(g).

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(b) Modifications to Business, Contracts and Collection Policy. The Servicer will not (i) make any change in the character of its business or (ii) permit any change to the Collection Policy that could reasonably be likely to adversely affect the collectibility of the Contracts generally, without the prior consent of the Syndication Agents in accordance with the reporting requirements set forth in Section 5.03(a)(vi). Except as provided in Section 6.02(d), the Servicer will not extend, amend or otherwise modify the terms of any Contract other than in accordance with the Collection Policy.

(c) Collections. The Servicer will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Collection Account cash or cash proceeds other than (i) Collections, (ii) other amounts required or permitted to be deposited in the Collection Account in accordance with the terms of this Agreement and (iii) amounts deposited in the Collection Account in error, as long as the Servicer withdraws such amounts as contemplated in Section 6.06.

(d) Facility Documents. Except as otherwise permitted herein, the Servicer shall not terminate, amend or otherwise modify any Facility Document to which it is a party or grant any waiver or consent thereunder without the prior written consent of the Syndication Agents.

ARTICLE VI

ADMINISTRATION OF CONTRACTS

SECTION 6.01. Designation of the Servicer.

(a) The servicing, administering and collection of the Contracts shall be conducted by the Person so designated from time to time in accordance with this Section 6.01. Until the Program Agent, with the consent or at the direction of the Required Lenders, gives notice to the Borrower and the Servicer of the designation of a new Servicer as provided in Section 6.01(b) below, HDCC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Borrower hereby grants to the Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower any and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Contract or other Collateral.

(b) Upon the occurrence and during the continuation of any Servicer Termination Event, the Program Agent may, with the consent or shall at the direction of the Required Lenders, upon written notice to the parties hereto designate as the Servicer any Person to succeed HDCC (or any successor Servicer) subject to the condition that any such Person so designated shall agree to perform, and shall be qualified to perform, the duties and obligations of the Servicer under each of the Facility Documents to which it is a party. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the reasonable determination by the Servicer that (x) the performance of its duties hereunder is no longer permissible under applicable law and (y) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law.

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(c) HDCC and any successor Servicer agrees that, upon its resignation or replacement as the Servicer pursuant to Section 6.01(b) above, it will cooperate with the Borrower, the Program Agent and the successor Servicer in effecting the termination of its responsibilities and rights as the Servicer hereunder, including, without limitation, (i) assisting the successor Servicer in enforcing all rights under the Contracts and Related Security, (ii) transferring, promptly upon receipt, to the successor Servicer, any Collections or other amounts related to the Contracts received by such Servicer, (iii) transferring to the successor Servicer all Records held by or under the control of such Servicer and (iv) permitting the successor Servicer to have access to all tapes, discs, diskettes and related property containing information concerning the Contracts and the Records and taking all actions necessary in its control to permit the successor Servicer to use all computer software (to the extent it is permitted to do so) that may facilitate the successor Servicer’s access to and use of such information and acting as data processing agent for such successor Servicer if requested. Upon the resignation or replacement of HDCC as the Servicer, HDCC shall no longer be entitled to the Servicer Fee accruing from and after the effective date of such resignation or replacement. If HDCC or a successor Servicer resigns or is replaced, it shall be entitled to reimbursement for all outstanding Servicer Advances at the time and in the order of priority set forth in Section 2.08(b) and 2.08(c), as applicable, notwithstanding its resignation or termination hereunder.

(d) The Servicer may (i) delegate to any of the Servicer’s Affiliates some or all of the Servicer’s duties hereunder, (ii) delegate to a non-Affiliate discrete portions of its duties hereunder, such as, collection, bankruptcy services, repossession, in order to enable the Servicer to maximize Collections on the Receivables, and (iii) to a non-Affiliate all or substantially all of its duties hereunder with the prior consent of the Syndication Agents, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, the Servicer shall remain primarily liable for any and all duties delegated in accordance with this clause (d).

SECTION 6.02. Duties of the Servicer.

(a) The Servicer shall take or cause to be taken all such actions as it deems necessary or advisable to collect all amounts due and related to each Contract from time to time, all in accordance with applicable laws, tariffs, rules, regulations and the Collection Policy. Each of the Borrower, each Lender, each Administrative Agent and the Program Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Contracts and the Related Security. The Servicer (so long as it is HDCC) will at all times apply the same standards and follow the same procedures with respect to the decision to commence litigation with respect to the Contracts, and in prosecuting and litigating with respect to the Contracts, as it applies and follows with respect to motorcycle conditional sales contracts and promissory note and security agreements serviced by it which are not Contracts; provided, however, that from and after the Termination Date, the Servicer shall commence or settle any legal action to enforce collection of any Contract or to foreclose upon or repossess any Related Security with respect thereto as directed by the Program Agent. In no event shall the Servicer be entitled to make the Program Agent, any Administrative Agent or any Lender a party to any litigation without such Person’s express prior written consent.

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(b) The Servicer shall apply all Collections to the Contracts owed by the applicable Obligors in a timely manner in accordance with the business practices of the Servicer as of the date of this Agreement unless mutually agreed otherwise with the Syndication Agents. In the event the Servicer receives any Collections or other proceeds of the Collateral, it shall set aside and hold in trust for the Borrower and the Secured Parties such Collections and other proceeds for application and remittance in accordance with Section 2.08(a), and it shall remit the same to the Collection Account to the extent required hereunder.

(c) The Servicer shall, as soon as practicable following receipt, turn over to the Person entitled thereto collections in respect of any receivable which is not a Contract less, to the extent the Servicer performed any collection or enforcement actions which it was authorized by such Person to perform, all reasonable and appropriate out of pocket costs and expenses of such Servicer incurred in collecting and enforcing such receivable. The Servicer’s authorization and obligations hereunder shall terminate on the Business Day immediately after the Final Collection Date. After such termination, if HDCC or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Borrower, all books, copies of records and related materials that the Borrower previously provided to the Servicer, or that otherwise have been obtained by the Servicer, in connection with this Agreement.

(d) The Servicer may, in accordance with the Collection Policy, extend the maturity of any Contract as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension shall not limit the rights of any Secured Party under this Agreement. The parties acknowledge that, in accordance with the Servicer’s customary business practices as they relate to the management of its securitization facilities, the Servicer will recognize a given Contract as being a Defaulted Contract and thereupon mark the Outstanding Balance of such Contract to zero in its books and records. Such internal practices will not impair or diminish (i) the claim of the Borrower against the applicable Obligor for payment in full of such Contract, (ii) any right of the Borrower to realize any Recoveries subsequently made on any Contract so recorded or (iii) the obligation of the Servicer and the Borrower to remit in full to the Collection Account for application in accordance with Section 2.08 any and all such Recoveries. Notwithstanding anything to the contrary contained herein, during the existence of any Event of Termination, the Program Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Contract or to foreclose upon or repossess any Related Security; provided, further, that the Servicer shall not release or waive the right to collect the Outstanding Balance of any Contract, except that, with respect to a Contract that has become a Defaulted Contract or has been written-off as uncollectible, the Servicer, consistent with its Collection Policy, may release or waive the right to collect the Outstanding Balance of such Contract in an effort to maximize collections thereon.

(e) The Servicer shall hold in trust for the Borrower and the Secured Parties all Records that (i) evidence or relate to the Contracts, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Contracts and shall, as soon as practicable upon demand of any Administrative Agent or the Program Agent, during the existence of any Event of Termination, deliver or make available to the Program Agent all such Records, at a place selected by the Program Agent.

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(f) If the Servicer shall have repossessed a Motorcycle on behalf of the Program Agent for the benefit of the Secured Parties, the Servicer shall either (i) maintain at its expense physical damage insurance with respect to such Motorcycle, or (ii) indemnify the Program Agent against any damage to such Motorcycle prior to resale or other disposition. The Servicer shall not allow such repossessed Motorcycle to be used in an active trade or business, but rather shall dispose of the Motorcycle in a reasonable time in accordance with the Servicer’s normal business practices.

(g) The Servicer will be entitled to recover all reasonable out-of-pocket expenses incurred by it in liquidating a Contract and disposing of the related Motorcycle.

SECTION 6.03. Servicer Advances. The Servicer may, in its sole discretion, advance (a “Servicer Advance”) with respect to any Contract on any Settlement Date, any scheduled principal and/or interest payment thereunder which became due during any Monthly Period ending prior to such Settlement Date and was not paid by the Obligor of such Contract as of the close of business on that last day of the most recently ended Monthly Period (unless a Servicer Advance with respect to and in the amount of such scheduled payment has previously been made), subject to its determination that any such Servicer Advance is expected to be recoverable from future payments made by such Obligor. Any such Servicer Advance, if made, shall be remitted to the Collection Account on the Settlement Date following such Monthly Reporting Date. The Servicer shall not be entitled to interest or any other fees on or with respect to Servicer Advances. The Servicer shall be reimbursed its respective Servicer Advance as provided in Sections 2.08(b) and 2.08(c), as applicable.

SECTION 6.04. Responsibilities of the Borrower. Anything herein to the contrary notwithstanding, the Borrower shall (i) perform all of its obligations with respect to the Contracts to the same extent as if a security interest in the Contracts had not been granted hereunder and the exercise by the Program Agent of its rights hereunder shall not relieve the Borrower from such obligations and (ii) pay when due any taxes, including without limitation, sales, excise and personal property taxes payable by it in connection with the Contracts. None of the Program Agent, the Administrative Agents, the Lenders or the Liquidity Providers shall have any obligation or liability with respect to any Contracts or other Collateral, nor shall any of them be obligated to perform any of the obligations of the Borrower thereunder.

SECTION 6.05. Further Action Evidencing Program Agent’s Interest. Each of the Borrower and the Servicer agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that any Administrative Agent or the Program Agent may reasonably request in order to perfect, protect or more fully evidence the interest of the Program Agent or the Secured Parties granted hereunder or to enable the Program Agent to exercise or enforce any of its or the Secured Parties’ rights hereunder. Without limiting the generality of the foregoing, each of the Borrower and the Servicer will (i) code its master data processing records evidencing such Contracts to evidence that a security interest therein has been granted to the Program Agent on behalf of the Secured Parties under this Agreement, and (ii) upon the request of any Administrative Agent or

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the Program Agent, file such financing statements, continuation statements or amendments thereto or assignments thereof, and execute and file such other instruments or notices, as may be necessary or appropriate or as the Program Agent or any Administrative Agent may reasonably request. If either the Borrower or the Servicer fails to perform any of its respective agreements or obligations under this Agreement, the Program Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable out-of-pocket expenses of the Program Agent incurred in connection therewith shall be payable by the Borrower or the Servicer, as applicable, upon the Program Agent’s demand therefor.

SECTION 6.06. Collections. In the case of any remittances received in the Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Contracts or the Related Security, the Servicer shall promptly remit such items to the Person identified to it (or determined by it) as being the owner of such remittances. From and after the occurrence of a Servicer Termination Event, the Program Agent may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the Contracts, to remit all payments thereon directly to the Collection Account and, at all times thereafter, the Borrower and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to the Collection Account any cash or payment item other than Collections or other amounts permitted or required to be deposited therein pursuant to this Agreement.

SECTION 6.07. Reports. The Servicer shall prepare and forward to each Administrative Agent (i) on each Monthly Reporting Date, a Monthly Report, and the Servicer shall provide a copy thereof to the Hedge Counterparties, (ii) at such times as any Administrative Agent shall reasonably request, a listing by Obligor of all Contracts and (iii) if Provisional Settlement Dates are then in effect, a report substantially in the form of a Monthly Report at such times as any Administrative Agent shall reasonably request. The Servicer shall deliver to each Administrative Agent and the Hedge Counterparties: (x) on each Monthly Reporting Date as part of the Monthly Report, information regarding loss-to-liquidations on HDFS’s U.S. retail Motorcycle managed portfolio and (y) on a quarterly basis, information regarding delinquencies and annual losses on such managed portfolio.

SECTION 6.08. Servicer Fees. In consideration of HDCC’s agreement to act as the Servicer hereunder, the Lenders hereby agree that, during the period that HDCC shall perform as the Servicer hereunder, the Borrower shall pay over to HDCC a fee (the “Servicer Fee”) on each Settlement Date in accordance with Sections 2.08(b) and 2.08(c), as applicable, which Servicer Fee shall be equal, in respect of any Monthly Period (or portion thereof), to:

(i) (A) the sum of the aggregate Outstanding Balance of all Contracts constituting Collateral as of the first day of such period and the aggregate Outstanding Balance of all Contracts constituting Collateral as of the last day of such period, divided by (B) two, times

(ii) 1.00%, times

(iii) the actual number of days during such period divided by 360.

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The Servicer shall retain all Late Payment Penalty Fees and extension fees paid in the prior Monthly Period, as compensation for its servicing activities. Notwithstanding the foregoing, if the Servicer is replaced by the Program Agent, the successor Servicer shall receive a servicing fee in an amount agreed upon by the Program Agent and the successor Servicer which reflects the then-prevailing market rates for servicing similar portfolios of Contracts.

ARTICLE VII

EVENTS OF TERMINATION

SECTION 7.01. Events of Termination. “Event of Termination,” wherever used herein, means any one of the following events:

(a) The Borrower shall fail to, or shall fail to cause the Servicer to, make any payment required hereunder when due and, (i) in the case of any payment of principal, such failure continues for two (2) consecutive Business Days, or (ii) in the case of any payment of Interest or other amount payable hereunder, such failure continues for three (3) consecutive Business Days; or

(b) The Borrower or shall fail to perform or observe any other term, covenant or agreement hereunder (other than as described in Section 7.01(a)) or any other Facility Document and such failure shall continue for thirty (30) consecutive days after the earlier of (i) the Borrower obtaining knowledge thereof or (ii) the Program Agent or any Administrative Agent delivers written notice thereof.

(c) Any representation, warranty, certification or statement made by the Borrower under or in connection with this Agreement, any other Facility Document or in any other document delivered pursuant hereto or thereto shall be determined to have been false in any material respect on the date as of which made or deemed made.

(d)(i) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness that is outstanding in a principal or net amount of at least $10,000 in the aggregate (but excluding Indebtedness outstanding hereunder) 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) any event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness 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 shall be required to be made, in each case prior to the stated maturity thereof.

(e) An Insolvency Event has occurred with respect to the Borrower.

(f) A Servicer Termination Event shall have occurred and be continuing and remain unwaived.

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(g) A Change of Control shall occur.

(h) The Program Agent or an Administrative Agent, in its reasonable, good faith judgment, has cause to believe that there has been a Material Adverse Effect (excluding for this purpose a Material Adverse Effect of the type discussed in clause (ii) of the definition thereof relating to the Servicer or HDCC).

(i) The Borrower shall fail, or shall fail to cause the Servicer, to reduce the Aggregate Principal Balance of the Loans to zero on the Maturity Date then in effect.

(j) One or more final judgments for the payment of money in excess of $500,000 in the aggregate shall be entered against the Borrower 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 an Event of Termination or included in the calculation of the aggregate amount of judgments or orders under this Section 7.1(j) if and for so long as (A) 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 (B) 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.

(k) This Agreement or any other Facility Document shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Borrower or the Servicer; or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability and HDCC fails to repurchase such Obligor’s related Contract upon the terms set forth in the Receivables Sale Agreement.

(l) The Program Agent for the benefit of the Secured Parties shall cease to have a valid and perfected first priority security interest in a material (as determined in the sole discretion of either of the Syndication Agents) portion of the Collateral.

(m) The Borrower shall fail to maintain an Eligible Hedge Agreement and such failure continues unremedied for thirty (30) consecutive days.

(n) The Borrower shall fail to maintain a valid Custodial Agreement in full force and effect with its Custodian.

(o) The Aggregate Principal Balance shall at any time exceed an amount equal to (i) the Adjusted Pool Balance minus (ii) the product of (A) the Adjusted Pool Balance and (B) the Dynamic Enhancement Percentage (Level I), for more than five (5) consecutive Business Days following the earlier to occur of (x) the Servicer or the Borrower obtaining knowledge thereof and (y) the Monthly Reporting Date on which such deficiency would first be reported.

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(p) A Reserve Account Shortfall shall occur on any date and such failure shall continue unremedied as of the immediately following Settlement Date after giving effect to all distributions made on such Settlement Date in accordance with Section 2.08.

SECTION 7.02. Remedies. (a) If an Event of Termination has occurred and is continuing, then the Program Agent shall, at the request, or may with the consent of the Required Lenders by notice to the Borrower, declare the Termination Date to have occurred; provided, however, that, in the case of any event described in Section 7.01(e) above, the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon the declaration or automatic occurrence of the Termination Date in accordance with this Section 7.02, the Loans and all other obligations of the Borrower hereunder shall become and be immediately due and payable, without any presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower. In addition to the foregoing, upon the occurrence and during the continuance of an Event of Termination, (i) all Borrower Obligations hereunder shall bear interest at the Default Rate, (ii) the Program Agent, on behalf of the Lenders, may direct the Servicer to deposit to the Collection Account all Collections received by it within two (2) Business Days in accordance with Section 2.08(a), (iii) the Program Agent, on behalf of the Lenders, may exercise exclusive dominion and control over the Collection Account in accordance with Sections 5.01(j) and 5.03(g), and the Reserve Account by delivering the requisite notice of control to the applicable account banks, and following such exercise of control, the Program Agent shall direct all withdrawals and distributions from and to the Collection Account, (iv) the Program Agent may, upon the direction of the Required Lenders, notify the Obligors of the Secured Parties’ interest in the Collateral (or direct the Servicer to do so pursuant to Section 6.06) and direct such Obligors to make payment of all amounts due under Contracts as designated by the Program Agent, including making payment directly to the Collection Account, (v) the Program Agent may, upon the direction of the Required Lenders, without notice, demand or advertisement of any kind to the Borrower or any other Person, enter the premises of the Borrower where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, foreclose, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at the Borrower’s premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Required Lenders may deem commercially reasonable, and the Lenders shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Lenders, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Borrower hereby expressly releases; (vi) if such event described in Section 7.01(g) has occurred with respect to the Servicer, the Program Agent may, with the consent or shall at the direction of the Required Lenders, designate as the Servicer any Person to succeed HDCC (or any successor Servicer), and (vii) the Program Agent and the Secured Parties shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other applicable laws, which rights shall be cumulative.

(b) Upon the occurrence and during the continuance of an Event of Termination, each of the Borrower and the Servicer shall take or cause to be taken all actions necessary as reasonably requested by the Program Agent (i) to cause the Program Agent to have all of the rights and remedies of a “Trustee” under and as defined in the Lockbox Agreement, (ii) to cause the Borrower to be treated as or deemed a “Trust” and a “Trust Depositor” under and as defined in the Lockbox Agreement, (iii) to cause the Contracts to be treated as or deemed “CFC Contracts” under and as defined in the Lockbox Agreement and (iv) to obligate HDCC, as servicer under the Lockbox Agreement, to remit to the Collection Account any Collections received in any Lockbox Account that is subject to the Lockbox Agreement in accordance with the terms of the Lockbox Agreement. The Borrower hereby grants to the Program Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower, following the occurrence and during the continuance of an Event of Termination, any and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Contract or other Contract Asset.

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(c) The Borrower recognizes that the Lenders may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. The Borrower acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. In the event of any sale, assignment or other transfer of all or any portion of the Collateral by the Lenders in the exercise of their remedies under this Agreement, all rights and obligations of the Servicer hereunder in respect of the servicing, collecting or other handling of the Collateral so sold, assigned or otherwise transferred shall thereupon terminate without any requirement that notice be given to or any payment (other than any then accrued and unpaid Servicer Fees) be made to the Servicer or that any other action on the part of any Person be taken to give effect to such termination.

SECTION 7.03. Additional Remedies of the Lenders. (a) During an Early Amortization Period, (i) no new Loans shall be extended by the Lenders hereunder, and (ii) on each Settlement Date, the Target Principal Amount shall be an amount equal to the Aggregate Principal Balance of the Loans then outstanding.

(b) If (x) the Aggregate Principal Balance at any time exceeds the Borrowing Base and (y) such circumstance does not constitute an Event of Termination under Section 7.01(o) because it arises solely as a result of a change in the Loss-to-Liquidation Ratio causing an increase in the Dynamic Enhancement Percentage, no new Loans will be extended by the Lenders until such time as such deficiency is eliminated by (i) the pledge of additional Collateral by the Borrower to the Program Agent on behalf of the Secured Parties or (ii) the payment of the Total Distribution Amount by the Borrower, or the Servicer on its behalf, in accordance with Section 2.08(b) hereof such that the Aggregate Principal Balance of the Loans is less than the Borrowing Base.

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ARTICLE VIII

INDEMNIFICATION

SECTION 8.01. Indemnities by the Borrower. — Without limiting any other rights that the Program Agent, any Administrative Agent or any Lender may have hereunder or under applicable law, the Borrower hereby agrees to indemnify (and pay upon demand to) the Program Agent, each Administrative Agent and each Lender and their respective Affiliates, successors, assigns, officers, directors, agents and employees (each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Program Agent, such Administrative Agent or such Lender) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or by reason of (i) the Borrower’s or Servicer’s (in its capacity as Servicer) failure to perform any of its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Facility Document, (ii) any representation or warranty made by the Borrower or Servicer (in its capacity as Servicer) (or any of their respective officers) under or in connection with this Agreement, any other Facility Document or any other written information or report delivered by the Borrower or Servicer pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made, (iii) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with any Motorcycle or other merchandise, insurance or services that are performed by the Servicer or any of its Affiliates and that are the subject of any Contract, (iv) any taxes (other than Excluded Taxes) that may at any time be asserted against any Indemnified Party as a result of or relating to the transactions contemplated herein and in the other Facility Documents, including any sales, gross receipts in respect of the Contracts, gross margin, general corporation, tangible personal property, Illinois personal property replacement privilege or license taxes and costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be performed by the Borrower or the Servicer under this Agreement or imposed against the Program Agent, any Administrative Agent or any Lender or otherwise, (v) any Contract being determined to not constitute an Eligible Contract or Eligible Post-Sale Contract, as applicable, as of any Borrowing Date, Settlement Date, Take-Out Date or other date on which such Contract is then being included in the calculation of Outstanding Eligible Balance, (vi) any statement set forth in Sections 4.01(a), 4.01(e), 4.01(q), 4.02(a), 4.02(e), 4.02(l) or 4.02(o) (deleting for this purpose any exception or qualification otherwise contained therein referring to material adverse effect or any similar concept) not being true and accurate on the date the related representation and warranty is made, or (vii) the Borrower’s failure to obtain licenses in the appropriate jurisdictions required for the Borrower to own, engage a servicer and pledge the Contracts hereunder or otherwise to comply with the law, including without limitation, Indemnified Amounts based on or resulting from:

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

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

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(iii) the commingling of Collections of Contracts with other funds;

(iv) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Document, the transactions contemplated hereby, the use of the proceeds of the Borrowing, the ownership of the Contracts or any other investigation, litigation or proceeding relating to the Borrower, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

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

(vi) an Insolvency Event has occurred with respect to HDI, HDFS, any Originator or the Borrower;

(vii) any failure of Borrower to acquire and maintain legal and equitable title to, and ownership of any Contract and the Related Security and Collections with respect thereto from HDCC, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Borrower to give reasonably equivalent value to HDCC under the Receivables Sale Agreement in consideration of the transfer by HDCC of any Contract, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

(viii) any failure to vest and maintain vested in the Program Agent, for the benefit of the Secured Parties, or to transfer to the Program Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral, free and clear of any Adverse Claim (except as created pursuant to the terms of the Facility Documents);

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

(x) any action or omission by the Borrower or the Servicer (in its capacity as such) which reduces or impairs the rights of the Program Agent or the Secured Parties (or any of their respective assigns) with respect to any Collateral or the value of any Collateral;

(xi) any attempt by the Borrower or any of its Affiliates to void the security interest in the Collateral granted hereunder under statutory provisions or common law or equitable action;

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(xii)(i) with respect to the Contracts set forth on the Contract Schedule as of the Effective Date, the failure of any such Contract to be an Eligible Contract on the Effective Date or (ii) with respect to the Contracts on any date included in the calculation of the Outstanding Eligible Balance, the failure of any such Contracts to be Eligible Contracts or Eligible Post-Sale Contracts, as applicable, on such date; and

(xiii) the failure of the Servicer under the Lockbox Agreement to remit any Collections to the Collection Account or otherwise in accordance with the instruction of the Program Agent, whether by reason of the exercise of setoff rights or otherwise.

(b) Notwithstanding anything to the contrary contained in Section 8.01(a), the Borrower shall have no obligation to indemnify (and shall not indemnify) any Indemnified Party for:

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

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

SECTION 8.02. Indemnities by the Servicer. (a) Without limiting any other rights that the Program Agent, any Administrative Agent or any Lender may have hereunder or under applicable law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or by reason of (i) the Servicer’s failure to perform any of its servicing duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Facility Document, (ii) any representation or warranty made by the Servicer (or any officers of the Servicer), in its capacity as servicer, under or in connection with this Agreement, any other Facility Document or any other written information or report delivered by the Servicer pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made, (iii) any statement set forth in Sections 4.02(a), 4.02(e), 4.02(l) or 4.02(o) (deleting for this purpose any exception or qualification otherwise contained therein referring to material adverse effect or any similar concept) not being true and accurate on the date the related representation and warranty is made, or (iv) the Servicer’s failure to obtain licenses in the appropriate jurisdictions required to service the Contracts, without giving effect to any materiality qualifiers, including without limitation, Indemnified Amounts based on or resulting from:

(i) the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Contract;

(ii) the commingling of Collections of Contracts with other funds;

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(iii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Document, the transactions contemplated hereby, or any other investigation, litigation or proceeding relating to the Servicer and its servicing duties hereunder in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(iv) any action or omission by the Servicer which reduces or impairs the rights of the Program Agent or the Secured Parties (or any of their respective assigns) with respect to any Collateral or the value of any Collateral;

(v) the failure of the Servicer to remit any Collections to the Collection Account or otherwise in accordance with the instruction of the Program Agent, whether by reason of the exercise of setoff rights or otherwise.

(b) Notwithstanding anything to the contrary contained in Section 8.02(a), the Servicer shall have no obligation to indemnify (and shall not indemnify) any Indemnified Party for Indemnified Amounts to the extent that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification.

SECTION 8.03. Other Costs and Expenses. The Borrower shall reimburse the Program Agent and each Syndication Agent on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including, without limitation, the cost of any such Person’s auditors auditing the books, records and procedures of the Borrower, all rating agency fees, reasonable fees and out-of-pocket expenses of legal counsel for the Lenders (which such counsel may be employees of any of the Lenders, the Administrative Agents or the Program Agent) with respect thereto and with respect to advising the Lenders as to their rights and remedies under this Agreement; provided that the Borrower shall not be obligated to reimburse the costs and expenses of more than one law firm serving as external counsel for the Program Agent and the Syndication Agents in connection with any such preparation, negotiation, arrangement, execution, delivery, and administration of this Agreement and the other documents delivered hereunder. The cost of auditors will be paid in accordance with Sections 5.01(d) and 5.03(d). The Borrower shall reimburse the Program Agent, any Syndication Agent and any Lender on demand for any and all costs and expenses of such Person, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring, amendment or workout of this Agreement or such documents, or the administration of this Agreement following an Event of Termination; provided that the Borrower shall not be obligated to reimburse the costs and expenses of 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) serving as counsel for the Program Agent and Syndication Agents and 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 any such enforcement, amendment, workout or restructuring of this Agreement or any other document delivered hereunder.

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ARTICLE IX

THE AGENTS

SECTION 9.01. Authorization and Action. Each Lender hereby appoints and authorizes its related Administrative Agent and the Program Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Administrative Agent or the Program Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Except to the extent provided in Section 9.07, the provisions of this Article IX are solely for the benefit of the Administrative Agents, the Program Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary or otherwise under any of the provisions hereof. In performing their functions and duties hereunder, the Administrative Agents shall act solely as the agent for the respective Conduit Lenders and the Committed Lenders in the related Lender Group and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the other Lenders, the Borrower, the Servicer, any Originator, any Affiliate thereof or any of their respective successors and assigns. Each Administrative Agent and each Lender authorizes the Program Agent to file each of the UCC financing or continuation statements (and amendments thereto and assignments or terminations thereof).

SECTION 9.02. Agents’ Reliance, Etc. Neither the Program Agent nor any Administrative Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or such Administrative Agent or the Program Agent under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, (i) each of the Program Agent and the Administrative Agents: (a) may consult with legal counsel (including counsel for the Borrower, the Servicer or any other Affiliate of HDCC), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower, the Servicer or any other Affiliate of HDCC or to inspect the property (including the books and records) of the Borrower, the Servicer or any other Affiliate of HDCC; (d) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith; and (e) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties, (ii) the Program Agent may rely without further inquiry on the statements made to it by an Administrative Agent on behalf of its Lender Group, and (iii) the Program Agent shall not have any obligation to take any action to enforce, or incur any costs or expenses in connection with the enforcement of, any of the Facility Documents or to collect any amounts due thereunder unless the Program Agent is indemnified to its satisfaction and been provided assurances satisfactory to it that it shall reimbursed for any and all such costs and expenses.

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SECTION 9.03. Agents and Affiliates. Each Administrative Agent and the Program Agent and their respective Affiliates may engage in any kind of business with the Borrower, HDCC or any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of the Borrower, HDCC or any Obligor or any of their respective Affiliates, all as if such Persons were not Administrative Agents and/or Program Agent and without any duty to account therefor to any Lender.

SECTION 9.04. Lender’s Loan Decision. Each Lender acknowledges that it has, independently and without reliance upon the Program Agent, any Administrative Agent, any of their respective Affiliates or any other Lender, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and, if it so determines, to make Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Program Agent, any Administrative Agent, any of their respective Affiliates, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement.

SECTION 9.05. Delegation of Duties. The Program Agent and each Administrative Agent may each execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Program Agent nor any Administrative Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

SECTION 9.06. Indemnification. Each Administrative Agent severally agrees to indemnify the Program Agent (to the extent not reimbursed by the Borrower, the Servicer, HDCC), ratably according to the Pro Rata Share of its Lender Group, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Program Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Program Agent under this Agreement; provided that (i) no Administrative Agent shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from the Program Agent’s gross negligence or willful misconduct and (ii) no Administrative Agent shall be liable for any amount in respect of any compromise or settlement of any of the foregoing unless such compromise or settlement is approved by the Administrative Agents. Without limitation of the generality of the foregoing, each Administrative Agent agrees to reimburse the Program Agent, ratably according to the Pro Rata Share of its Lender Group, promptly upon demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Program Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement; provided that no Administrative Agent shall be responsible for the costs and expenses of the Program Agent in defending itself against any claim alleging the gross negligence or willful misconduct of the Program Agent to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision.

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SECTION 9.07. Successor Agents. The Program Agent and each Administrative Agent may, upon five (5) days’ notice to the Borrower, each Lender and each other party hereto, resign as Program Agent or Administrative Agent, as applicable. If any such party shall resign as Program Agent or Administrative Agent under this Agreement, then, in the case of the Program Agent, the Committed Lenders and in the case of any Administrative Agent, its related Conduit Lenders, during such five-day period shall appoint a successor agent, whereupon such successor agent shall succeed to the rights, powers and duties of the Program Agent or applicable Administrative Agent and references herein to the Program Agent or such Administrative Agent shall mean such successor agent, effective upon its appointment; and such former Program Agent’s or Administrative Agent’s rights, powers and duties in such capacity shall be terminated, without any other or further act or deed on the part of such former Program Agent or Administrative Agent or any of the parties to this Agreement. After any retiring Program Agent’s or Administrative Agent’s resignation hereunder as such agent, the provisions of Article VIII, this Article IX and Section 10.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Program Agent or a Administrative Agent under this Agreement.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Amendments, Etc.

(a) No waiver of any provision of this Agreement nor consent to any departure by the Borrower or the Servicer therefrom shall in any event be effective unless (w) the same shall be in writing, (x) to the extent required under the Hedge Agreements, the Hedge Counterparties shall have consented to such waiver and (y) such waiver shall have been signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(b) No amendment to this Agreement shall be effective unless (w) the same shall be in writing, (x) to the extent required under the Hedge Agreements, the Hedge Counterparties shall have consented to such amendment and (y) except as otherwise specifically provided herein, such amendment shall have been signed by each of the Borrower, the Servicer and the Required Lenders; provided, that that no amendment, modification or waiver shall change a Lender’s Commitment, its Lender Group’s Lending Group Limit, its Conduit Lending Limit or its CP Rate without its prior written consent; and, provided, further, that no amendment, modification or waiver shall do any of the following without the written consent of all of the Committed Lenders which are at such time non-defaulting Lenders (unless otherwise indicated):

(i) extend the Termination Date; provided that fewer than all of the Committed Lenders may, solely with respect to themselves, agree in accordance with the terms of Section 2.02(c) to extend the Termination Date; provided further that (A) such extension shall not apply to any Lender that shall not have agreed to such extension and (B) the condition precedent set forth in Section 2.02(c)(y)(2) may only be waived with the consent of all Committed Lenders, including all then non-extending Committed Lenders,

(ii) increase the Aggregate Commitment,

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(iii) extend the date of any payment or deposit of Collections by the Borrower or the Servicer, or extend the time of payment of any principal, Interest, Fees or any other amount due hereunder, or reduce the amount of any principal, Interest, Fees or other amount due hereunder at any time,

(iv) release the security interest in or transfer all or substantially all of the Collateral (other than as contemplated in Section 2.16 or Section 2.17),

(v) amend or modify Section 2.08,

(vi) amend or modify this Section 10.01, or

(vii) amend or modify any of the following definitions:

Adjusted Pool Balance

Alternative Rate

Applicable Margin

Base Rate

Borrowing Base

Concentration Limit

Default Applicable Margin

Default Rate

Dynamic Enhancement Percentage

Early Amortization Event

Eligible Contract

Eligible Post-Sale Contract

Event of Termination

Interest

Minimum Excess Spread Percentage

Minimum Reserve Amount

O/C Floor Amount

Outstanding Eligible Balance

Required Lender

Required O/C Amount

Required O/C Percentage

Required Rate

Servicer Termination Event

Target Principal Amount

Unused Fee

Usage Fee

Yield Supplement Overcollateralization Amount

(c) No amendment to Section 2.18 of this Agreement shall be effective unless the same shall be in writing and signed by each Administrative Agent and the Required Lenders.

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SECTION 10.02. Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including communication by facsimile copy) and shall be personally delivered or sent by registered mail, return receipt requested, or by courier or by facsimile or electronic mail, to each party hereto, at its address set forth on Schedule II hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto (and in the case of any notice to a Hedge Counterparty hereunder, at the address specified in the applicable Hedge Agreement). All such notices and communications shall be effective, upon receipt, or in the case of overnight courier, two (2) days after being deposited with such courier, or, in the case of notice by facsimile or electronic mail, when electronic confirmation of receipt is obtained, in each case addressed as aforesaid. In the event any written notice or other communication is given by the Borrower or the Servicer solely to the Program Agent, the Program Agent shall promptly provide a copy of such notice or other communication to each Administrative Agent.

SECTION 10.03. Assignability.

(a) Any Conduit Lender may assign at any time all or any portion of its rights and obligations hereunder and interests herein (i) without the consent of or prior notice to any party hereto, to any one or more of the Committed Lenders in its Lender Group, any Affiliate of its Administrative Agent, any Liquidity Provider for such Conduit Lender or any commercial paper conduit that is administered by the Administrative Agent of its Lender Group or such Administrative Agent’s Affiliate, and (ii) with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), to any other Person not listed in clause (i) above; provided that the consent of the Borrower shall not be required if an Event of Termination has occurred and is continuing.

(b) Any Administrative Agent may, with notice to the Borrower and the Servicer, and with the consent of the Lenders in its Lender Group, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Lender or to any Affiliate of such Administrative Agent or any Lender.

(c) Any Committed Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and with the consent of the Administrative Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person; provided, however, that the consent of the Borrower shall not be required in connection with any assignment by a Committed Lender (i) if an Event of Termination has occurred and is continuing or (ii) to any other Lender or any Affiliate of such Committed Lender.

(d) With respect to any assignment hereunder, the parties to each such assignment shall execute and deliver to the Program Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $2,500.

Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights

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and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(e) At all times during which any Loan is outstanding, the Program Agent shall maintain at its address referred to in Section 10.02 of this Agreement (or such other address of the Program Agent notified by the Program Agent to the other parties hereto) a register as provided herein (the “Register”). The Aggregate Principal Balance and any interests therein, and any Assignments and Acceptances of the Aggregate Principal Balance or any interest therein delivered to and accepted by the Program Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owners of the Aggregate Principal Balances and any interests therein. Notwithstanding any other provision of this Agreement, no transfer of the Aggregate Principal Balances or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Program Agent, the Administrative Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender, as the case may be, under this Agreement for all purposes of this Agreement. This Section 10.03(e) shall be construed so that the Aggregate Principal Balance and any interest therein is maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h) and 881(c) of the IRC. Solely for the purposes of this Section 10.03, the Program Agent will act as an agent of the Borrower. The Register shall be available for inspection by the Borrower, the Servicer or any Administrative Agent at any reasonable time and from time to time upon reasonable prior notice.

(f) Upon its receipt of an Assignment and Acceptance, the Program Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.

(g) Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loan); provided, that following the sale of a participation under this Agreement, (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Program Agent, the Servicer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the other Facility Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Facility Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of principal or Interest that is payable on account of any Loan or delays any scheduled date for payment thereof or (ii) reduces any fees payable by the Borrower to the Program Agent or such Lender’s Administrative Agent, as applicable (to the extent relating to

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payments to the Participant) or delays any scheduled date for payment of such fees. The Borrower acknowledges and agrees that any Lender’s source of funds may derive in part from its Participants. Accordingly, references in Sections 2.11 through 2.15 and the other terms and provisions of this Agreement and the other Facility Documents to determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants; provided, however, that in no event shall the Borrower be liable to any Participant under Sections 2.11 through 2.15 for an amount in excess of that which would be payable to the applicable Lender under such sections at such time.

(h) Neither the Borrower nor the Servicer may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Program Agent and each Administrative Agent.

(i) Notwithstanding any other provision of this Agreement to the contrary, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of the principal balance of the Loans made by it and Interest with respect thereto) hereunder pursuant to repurchase transactions or other financing transactions as part of such Lender’s ordinary course of business, including to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Program Agent; provided that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto.

SECTION 10.04. Additional Lender Groups. Upon the Borrower’s request with approval of the Syndication Agents, an additional Lender Group may be added to this Agreement at any time by the execution and delivery of a Joinder Agreement by the members of such proposed additional Lender Group, the Borrower, and the Syndication Agents. Upon the effective date of such Joinder Agreement, (i) each Person specified therein as a “Conduit Lender” shall become a party hereto as a Conduit Lender, entitled to the rights and subject to the obligations of a Conduit Lender hereunder, (ii) each Person specified therein as a “Committed Lender” shall become a party hereto as a Committed Lender, entitled to the rights and subject to the obligations of a Committed Lender hereunder, (iii) each Person specified therein as an “Administrative Agent” shall become a party hereto as an Administrative Agent, entitled to the rights and subject to the obligations of an Administrative Agent hereunder and (iv) the Aggregate Commitment shall be increased by an amount equal to the aggregate Commitments of the Committed Lenders party to such Joinder Agreement.

SECTION 10.05. Consent to Jurisdiction.

(a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to this Agreement, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree 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.

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(b) Each party hereto hereby consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it at its address specified in Section 10.02. Nothing in this Section 10.05 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

SECTION 10.06. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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 THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT.

SECTION 10.07. Right of Setoff. Each Lender is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of the Termination Date due to the occurrence of an Event of Termination, or at any time that any Borrower Obligation hereunder is due and payable, to set off, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Lender to, or for the account of, the Borrower against the amount of the Borrower Obligations owing by the Borrower to such Lender. Each Lender is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of either a Servicer Termination Event or the Termination Date due to the occurrence of an Event of Termination, or at any time that any payment obligation of the Servicer hereunder is due and payable, to set off, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Lender to, or for the account of, the Servicer against the amount of such obligations owing by the Servicer to such Lender.

SECTION 10.08. Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it with respect to any Borrower Obligations or obligation of the Servicer in a greater proportion than that received by any other Lender entitled to receive a ratable share of such amount, such Lender agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Borrower Obligations or Servicer obligation held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of such Borrower Obligations or Servicer obligations, as applicable; provided, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

SECTION 10.09. Limitation of Liability.

(a) Except with respect to any claim arising out of the willful misconduct or gross negligence of any Lender, any Administrative Agent, the Program Agent or their respective Affiliates, directors, officers, employees, attorneys or agents (each a “Lender Party”), no claim may be made by any Transaction Party or any other Person against any Lender Party for any special, indirect, consequential or punitive damages in respect of any claim for breach of

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contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Facility Document, or any act, omission or event occurring in connection herewith or therewith; and each of the Borrower and the Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(b) Notwithstanding anything to the contrary contained herein, the obligations of the Conduit Lenders under this Agreement are solely the corporate obligations of each such Conduit Lender and shall be payable only at such time as funds are actually received by, or are available to, such Conduit Lender in excess of funds necessary to pay in full all outstanding Promissory Notes issued by such Conduit Lender and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender until such funds for such purpose thereafter become available. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Promissory Notes.

(c) No recourse under any obligation, covenant or agreement of any Conduit Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Lender or any of its Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of such Conduit Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Conduit Lender or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

SECTION 10.10. Taxes. The Borrower shall pay any and all stamp, sales, transfer and other taxes (including income and franchise taxes) and fees (including, without limitation, UCC filing fees and any penalties associated with the late payment of any UCC filing fees) payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other agreements and documents to be delivered hereunder (including any UCC financing statements) and agrees to indemnify the Program Agent, the Administrative Agents, the Lenders and the Liquidity Providers against any liabilities with respect to or resulting from any delay by the Borrower in paying or omission to pay such taxes and fees.

SECTION 10.11. No Proceedings. The Borrower, the Servicer, each Lender, each Administrative Agent and the Program Agent each hereby agrees that it will not institute against any Conduit Lender any proceeding of the type referred to in Section 7.01(e) so long as any Promissory Notes of such Conduit Lender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Promissory Notes shall have been outstanding.

93

SECTION 10.12. Confidentiality.

(a) By accepting delivery of this Agreement, the Borrower agrees not to disclose to any person or entity the contents of any Monthly Report, except (i) to the other parties to this Agreement, (ii) to any Hedge Counterparty, (iii) to its and its Affiliates’ officers, directors, employees, agents, accountants, legal counsel and other representatives (collectively, the “Borrower Representatives”) who have a need to know for the purpose of assisting in the negotiation, completion and performance of this Agreement, and who agree (or are deemed to agree) to be bound by the provisions of this section applicable to the Borrower, (iii) in connection with any legal or regulatory action or proceeding relating to this Agreement or the transactions contemplated hereby or the exercise of any remedies hereunder, (iv) to the extent required by applicable law, regulation, subpoena or other legal process, (v) to the extent requested by any governmental or regulatory authority having jurisdiction over the Borrower, any Originator or any Borrower Representative, and (vi) to any Rating Agencies. The Borrower will be responsible for any failure of any Borrower Representative to comply with the provisions of this clause (a).

(b) The Program Agent, the Administrative Agents and the Lenders will not disclose to any person or entity the confidential or proprietary information of the Borrower or any Originator furnished to the Program Agent, the Administrative Agents and the Lenders in connection with this Agreement or any other Facility Document (the “Borrower Information”), except (i) to their respective Affiliates’ officers, directors, employees, agents, accountants, legal counsel and other representatives (collectively, the “Lender Representatives”) who have a need to know the Borrower Information for the purpose of assisting in the negotiation, completion and performance of this Agreement and who agree to be bound by the provisions in this section applicable to the Program Agent, the Administrative Agents and the Lenders, (ii) to each other, (iii) to any prospective or actual assignee or participant of any of them who agree to be bound by the provisions of this section, (iv) to the extent required by applicable law, regulation, subpoena or other legal process, (v) to the extent requested by any governmental or regulatory authority having jurisdiction over the Program Agent, the Administrative Agents, the Lenders or any Lender Representative, (vi) to the Rating Agencies, (vii) to any actual or potential subordinated investor in any Conduit Lender that has signed a confidentiality agreement containing restrictions on disclosure substantially similar to this Section 10.12(b) or (vii) to liquidity providers, credit enhancers, dealers and investors in respect of Promissory Notes of any Conduit Lender in accordance with the customary practices of such Lender for disclosures to credit enhancers, dealers or investors, as the case may be or any entity organized for purposes of purchasing or making loans secured by financial assets for which any Administrative Agent acts as program agent and who agree to be bound by the provisions of this section. The Program Agent, the Administrative Agents and each Lender, as the case may be, will be responsible for any failure of any related Lender Representative to comply with the provisions of this clause (b). Without limiting the generality of the foregoing, the Program Agent, each Administrative Agent and each Lender shall observe any applicable law prohibiting the disclosure of information regarding Obligors and shall require of each Person to whom disclosure is made pursuant to this Section 10.12(b) to observe any such applicable laws.

94

(c) Notwithstanding any other provision herein, the Borrower (and its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

SECTION 10.13. No Waiver; Remedies. No failure on the part of the Program Agent, any Administrative Agent, any Lender or any Liquidity Provider to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 10.14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10.15. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.16. Integration; Binding Effect; Survival of Termination. This Agreement and the other Facility Documents executed by the parties hereto on the date hereof contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Collection Date; provided, however, that the provisions of Sections 2.12, 2.13, 2.14 and Article VIII, and the provisions of Sections 10.05, 10.06, 10.08, 10.09, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15 and this Section 10.16 shall survive any termination of this Agreement.

SECTION 10.17. Headings. The captions and headings of this Agreement and in any Exhibit or Schedule hereto are for convenience of reference only and shall not affect the interpretation hereof or thereof.

95

SECTION 10.18. Existing Credit Agreement. The parties to the Existing Credit Agreement agree that, immediately upon the execution of this Agreement, (i) the Existing Credit Agreement shall terminate without any additional action of any type or kind being required on the part of any Person, (ii) all principal, interest, fees and other “Borrower Obligations” thereunder shall automatically thereupon become and be immediately due and payable, and (iii) all rights, privileges, benefits and obligations of the parties arising thereunder (other than the payment of any “Borrower Obligations” due under clause (i) above) shall terminate, except with respect to the provisions (and the obligations arising thereunder) of the Existing Credit Agreement that survive termination of the Existing Credit Agreement in accordance with the terms thereof. The Borrower shall, out of the proceeds of the initial Advance made under this Agreement repay in full such outstanding “Borrower Obligations” under the Existing Credit Agreement. To give effect to the termination of the Existing Credit Agreement in accordance with this Section 10.18, the parties to the Existing Credit Agreement waive any requirement that any prior notice be provided under the Existing Credit Agreement, or that a prepayment occur on a settlement date thereunder.

SECTION 10.19. Third Party Beneficiaries. Each Hedge Counterparty shall be a third party beneficiary to this Agreement solely for purposes of Sections 2.08, 2.16 and 10.02, and shall be entitled to the rights and benefits thereunder.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

96

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

HARLEY-DAVIDSON WAREHOUSE FUNDING CORP., as Borrower

By:

Name:

Title:

HARLEY-DAVIDSON CREDIT CORP., as Servicer

By:

Name:

Title:

Signature Page to

Loan and Servicing Agreement

JPMorgan Chase Bank, N.A. Lender Group	JPMORGAN CHASE BANK, N.A., as Program Agent, as an Administrative Agent and as a Committed Lender
	By:
	Name:
	Title:
	CHARIOT FUNDING LLC, as a Conduit Lender
	By:	JPMorgan Chase Bank, N.A., its Attorney-in-Fact
	By:
	Name:
	Title:

Signature Page to

Loan and Servicing Agreement

Citigroup North America, Inc. Lender Group	CITICORP NORTH AMERICA, INC., as an Administrative Agent
	By:
	Name:
	Title:
	CIESCO, LLC, as a Conduit Lender
	By:	Citicorp North America, Inc., its as Attorney-in-Fact
	By:
	Name:
	Title:
	CITIBANK, N.A., as a Committed Lender
	By:
	Name:
	Title:

Signature Page to

Loan and Servicing Agreement

Deutsche Bank AG, New York Branch Lender Group	DEUTSCHE BANK AG, NEW YORK BRANCH, as an Administrative Agent and as a Committed Lender
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	SEDONA CAPITAL FUNDING CORP., LLC, as a Conduit Lender
	By:
	Name:
	Title:

Signature Page to

Loan and Servicing Agreement

The Royal Bank of Scotland plc Lender Group	THE ROYAL BANK OF SCOTLAND PLC, as an Administrative Agent and as a Committed Lender
	By:	RBS Securities Inc., as agent
	By:
	Name:
	Title:
	AMSTERDAM FUNDING CORPORATION, as a Conduit Lender
	By:
	Name:
	Title:

Signature Page to

Loan and Servicing Agreement

EXHIBIT A

FORM OF BORROWING NOTICE

                     , 20    

JPMorgan Chase Bank, N.A.	Citicorp North America, Inc.
Chase Tower, 13th Floor	750 Washington Blvd., 8th Floor
10 S. Dearborn, Suite IL1-0079	Stamford, CT 06901
Chicago, IL 60670	Attention: Global Securitization
Attention: Asset-Backed Securities	Facsimile No.: (203) 975-6462
Facsimile No.: (312) 732-1844
E-mail: abs.treasury.dept@jpmorgan.com
Citicorp North America, Inc.	Deutsche Bank AG, New York Branch
388 Greenwich St., 19th Floor	60 Wall Street
New York, NY 10013	New York, New York 10005
Attention: Global Securitized Products	Attention: Mary Conners
Facsimile No.: (212) 816-6270	Facsimile No.: (212)797-5150
	Email: abs.conduits@db.com
The Royal Bank of Scotland plc	The Royal Bank of Scotland plc
c/o ABN AMRO Bank N.V.	c/o ABN AMRO Bank N.V.
600 Steamboat Road	540 West Madison Street, 27th Floor
Greenwich, CT 06830	Chicago, Illinois 60661
Attention: Liz Rogers	Attention: Agent
Facsimile No.: (203) 618-2149	Facsimile No.: (312) 338-0140
Email: conduitops@rbs.com	Email: conduitops@rbs.com
conduit.operations@rbs.com	conduit.operations@rbs.com

Ladies and Gentlemen:

Reference is hereby made to the Loan and Security Agreement, dated as of April 30, 2009 among Harley-Davidson Warehouse Funding Corp., (the “Borrower”), the Conduit Lenders from time to time party thereto, the Committed Lenders from time to time party thereto, the Administrative Agents from time to time party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Program Agent and JPMorgan and Citicorp North America, Inc., as Syndication Agents (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the Loan Agreement.

1. Borrowing Notice. This letter constitutes a Borrowing Notice issued pursuant to Section 2.02 of the Loan Agreement, and in connection therewith the Borrower provides the following information:

(a) The Borrower hereby requests to borrow from the Lenders on a pro rata basis an aggregate principal amount of $                          (the “Requested Advance”) in Loans on the following date:                          (the “Borrowing Date”).

(b) The Contracts that are the subject of this Borrowing Notice are identified on Schedule I attached hereto.

(c) The Cutoff Date for the Requested Advance is                         .

(d) The Tranche Period for the Requested Advance is                         .

(e) The Rate Type for this Requested Advance is the [Adjusted LIBO Rate] [Base Rate] [CP Rate].

(f) The Hedging Rate prevailing under each Hedge Agreement for the Loans comprising this Advance is                         .

2. Representations and Warranties. The Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the Borrowing Date before (except with respect to clauses (f) and (g) below) and after giving effect to the Requested Advance:

(a) As of the Cutoff Date, each of the Contracts listed on Schedule I attached hereto is an Eligible Contract.

(b) No event has occurred or would result from the extension of the Requested Advance which constitutes an Event of Termination, an Early Amortization Event, a Servicer Termination Event, an Incipient Event of Termination or an event that but for notice or lapse of time or both would constitute an Early Amortization Event.

(c) After giving effect to the Requested Advance, (i) the Aggregate Principal Balance as of the Borrowing Date is less than or equal to the lesser of (A) the Aggregate Commitment or (B) the Borrowing Base, and (ii) the Overconcentration Amount is equal to zero, as evidenced in the Borrowing Base Certificate attached hereto as Schedule II.

(d) The representations and warranties contained in Article IV of the Loan Agreement are correct in all material respects on and as of the Borrowing Date as though made on such date (except (i) for those representations and warranties which were made only as of a specific date which such representations and warranties shall be true and correct in all material respects on and as of the date made and (ii) for the representations and warranties made in Section 4.02(i)(i) of the Loan Agreement).

(e) [Each of the conditions precedent set forth in Sections 3.02 and 3.03 of the Receivables Sale Agreement have been met or waived to the satisfaction of the Administrative Agents.]¹

(f) After giving effect to the Requested Advance, the amount held in the Reserve Account will not be less than the Minimum Reserve Amount.

(g) The Borrower has procured Eligible Hedge Agreements with Eligible Hedge Counterparties in an amount not less than the Aggregate Principal Balance after giving affect to the Requested Advance.

[Remainder of Page Left Intentionally Blank]

¹ Include clause (e) if, at the time the Requested Advance is made, the Borrower purchases Contract Assets under the Receivables Sale Agreement.

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

HARLEY-DAVIDSON WAREHOUSE FUNDING CORP., as Borrower

By:

Name:

Title:

SCHEDULE I

TO

BORROWING NOTICE

LIST OF CONTRACTS

[Attached]

SCHEDULE II

TO

BORROWING NOTICE

BORROWING BASE CERTIFICATE

[Attached]

EXHIBIT B-1

FORM OF RATED NOTE

Attached

FORM OF RATED NOTE

HARLEY-DAVIDSON WAREHOUSE FUNDING CORP.

RATED NOTE

$[            ] [            ], 2009

Harley-Davidson Warehouse Funding Corp., a Nevada corporation (the “Borrower”), HEREBY PROMISES TO PAY TO THE ORDER OF [            ] (the “Lender”) the principal sum of [            ] DOLLARS ($[            ]) or, if less, the unpaid Principal Balance of its portion of the Loans funded or maintained by the Lender to or for the benefit of the Borrower under the below-described Loan and Servicing Agreement. The Borrower promises to pay interest on the unpaid Principal Balance of such Loans for each day outstanding until such Principal Balance is paid in full, at such interest rates, and payable at such times, as are specified in the Loan and Servicing Agreement.

All payments of principal and interest by the Borrower hereunder shall be made in immediately available funds for the benefit of the Lender at the designated office of its Administrative Agent under the Loan and Servicing Agreement and on the dates set forth in the Loan and Servicing Agreement. If not paid in full as of any earlier date, the Principal Balance of the Loan and all accrued and unpaid Interest thereon shall be due and payable in full on the Termination Date.

The Lender, or its Administrative Agent on its behalf, shall, and is hereby authorized to, record in accordance with its usual practice, the date and amount of the Loan and the date and amount of each principal payment hereunder on the schedule annexed hereto and any such recordation shall constitute prima facie evidence of the accuracy of the amount so recorded; provided, that the failure of the Lender or its Administrative Agent to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrower hereunder or under the Loan and Servicing Agreement to the Lender.

This Note is issued pursuant to, and is entitled to the benefits of, that certain Loan and Servicing Agreement, dated as of April 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Servicing Agreement”), among the Borrower, Harley-Davidson Credit Corp., as Servicer, the Conduit Lenders from time to time party thereto, the Committed Lenders from time to time party thereto, the Administrative Agents from time to time party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Program Agent and JPMorgan and Citicorp North America, Inc., as Syndication Agents, to which reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Loan and Servicing Agreement. In the event of any conflict between the provisions contained in this Note and the provisions of the Loan and Servicing Agreement, the provisions of the Loan and Servicing Agreement shall control. This Note is secured by the Collateral as more particularly described in the Loan and Servicing Agreement.

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

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States.

[Remainder of page intentionally left blank]

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

HARLEY-DAVIDSON WAREHOUSE FUNDING CORP.
By:
	Name:
	Title:

ANNEX

Schedule of Repayments

Date of Advance/Repayment	Amount
(Initial Principal Balance)	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________

EXHIBIT B-2

FORM OF UNRATED NOTE

Attached

FORM OF UNRATED NOTE

HARLEY-DAVIDSON WAREHOUSE FUNDING CORP.

UNRATED NOTE

$[            ] [            ], 2009

Harley-Davidson Warehouse Funding Corp., a Nevada corporation (the “Borrower”), HEREBY PROMISES TO PAY TO THE ORDER OF [            ] (the “Lender”) the principal sum of [            ] DOLLARS ($[            ]) or, if less, the unpaid Principal Balance of its portion of the Loans funded or maintained by the Lender to or for the benefit of the Borrower under the below-described Loan and Servicing Agreement. The Borrower promises to pay interest on the unpaid Principal Balance of such Loans for each day outstanding until such Principal Balance is paid in full, at such interest rates, and payable at such times, as are specified in the Loan and Servicing Agreement.

All payments of principal and interest by the Borrower hereunder shall be made in immediately available funds for the benefit of the Lender at the designated office of its Administrative Agent under the Loan and Servicing Agreement and on the dates set forth in the Loan and Servicing Agreement. If not paid in full as of any earlier date, the Principal Balance of the Loan and all accrued and unpaid Interest thereon shall be due and payable in full on the Termination Date.

The Lender, or its Administrative Agent on its behalf, shall, and is hereby authorized to, record in accordance with its usual practice, the date and amount of the Loan and the date and amount of each principal payment hereunder on the schedule annexed hereto and any such recordation shall constitute prima facie evidence of the accuracy of the amount so recorded; provided, that the failure of the Lender or its Administrative Agent to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrower hereunder or under the Loan and Servicing Agreement to the Lender.

This Note is issued pursuant to, and is entitled to the benefits of, that certain Loan and Servicing Agreement, dated as of April 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Servicing Agreement”), among the Borrower, Harley-Davidson Credit Corp., as Servicer, the Conduit Lenders from time to time party thereto, the Committed Lenders from time to time party thereto, the Administrative Agents from time to time party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Program Agent and JPMorgan and Citicorp North America, Inc., as Syndication Agents, to which reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Loan and Servicing Agreement. In the event of any conflict between the provisions contained in this Note and the provisions of the Loan and Servicing Agreement, the provisions of the Loan and Servicing Agreement shall control. This Note is secured by the Collateral as more particularly described in the Loan and Servicing Agreement.

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

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States.

[Remainder of page intentionally left blank]

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

HARLEY-DAVIDSON WAREHOUSE FUNDING CORP.
By:
	Name:
	Title:

ANNEX

Schedule of Repayments

Date of Advance/Repayment	Amount
(Initial Principal Balance)	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________
	$	_________________

EXHIBIT C

FORM OF MONTHLY REPORT

Attached

Harley-Davidson Warehouse Funding Corp.

Monthly Report

For the May 20, 2009

	Settlement Date
Beginning of Monthly Period	4/1/2009
End of Monthly Period	4/30/2009
Monthly Reporting Date	5/9/2009
Settlement Date	5/12/2009
Number of days in interest period (ACT/360 basis)	30
Number of days in interest period (30/360 basis)	30
I. POOL BALANCE CALCULATION
Outstanding Eligible Balance of Contracts at beginning of Monthly Period				$	0.00
Outstanding Balance of ineligible Contracts at beginning of Monthly Period				$	0.00
Outstanding Eligible Balance of Contracts pledged to the facility during the Monthly Period				$	0.00
Monthly principal amounts
Principal collections on Contracts outstanding at end of Monthly Period		$	0.00
Principal collections on Contracts paid off in full during Monthly Period		$	0.00
Balance of Contracts that became liquidated contracts during Monthly Period		$	0.00
Balance of Contracts purchased by Seller or Servicer during Monthly Period		$	0.00
Other adjustments		$	0.00
Decrease / (Increase) of Outstanding Balance of Contracts				$	0.00
Outstanding Balance of Contracts at end of Monthly Period				$	0.00
Outstanding Balance of ineligible Contracts at end of Monthly Period				$	0.00
Outstanding Eligible Balance of Contracts at end of Monthly Period				$	0.00

Yield Supplement Overcollateralization Amount					$	0.00
Adjusted Pool Balance					$	0.00
Required Rate for calculation of Yield Supplement Overcollateralization Amount
Hedging Rate						0.00	%
Applicable Margin						7.50	%
Servicer Fee						1.00	%
Minimum Excess Spread Percentage						4.00	%
Required Rate						12.50	%
Beginning Aggregate Principal Balance of Loans (borrowings under facility)					$	0.00
Additional Borrowings during the Monthly Period					$	0.00
Reductions in the Aggregate Principal Balance of Loans due to prepayments					$	0.00
Target Principal Amount						#DIV/0!
Ending Aggregate Principal Balance of Loans						#DIV/0!
II. FEES
A.     Average Principal Balance of Loans	$	0.00
B.     Weighted Average CP Rate		#DIV/0!
Interest payable to J.P. Morgan during Monthly Period	$	0.00
Interest payable to Citi during Monthly Period	$	0.00
Interest payable to Bank 3 during Monthly Period	$	0.00
Interest payable to Bank 4 during Monthly Period	$	0.00
Interest payable to Bank 5 during Monthly Period	$	0.00
C.     Weighted Average Base Rate		N.A	(don’t need to report unless default, etc.	)
D.     365/360 days in period		360

E.     Usage Fee Payable
i.       Average Principal Balance of Loans	$	0.00
ii.      Usage Fee		4.50	%
iii.    Total Usage Fee (calculated)	$	0.00
iv.     Total Usage Fee (as reported by banks)	$	0.00
F.     Unused Fee Payable
i.       102% of Aggregate Commitment	$	1,224,000,000.00
ii.      Average Principal Balance of Loans	$	0.00
iii.    Average unused portion of the facility (i. less ii.)	$	1,224,000,000.00
iv.     Usage percentage		0.00	%
v.      Unused Fee percentage if usage is greater than 50%		1.50	%
vi.     Unused Fee percentage if usage is less than or equal to 50%		2.00	%
v.      Unused Fee percentage (1.50% if usage greater than 50%, otherwise 2.00%)		2.00	%
vi.     Total Unused Fee (calculated)	$	2,040,000.00
vi..   Total Unused Fee (as reported by banks)	$	0.00
G.     Servicer fee and any transition expenses paid to the successor servicer
i.       Servicer Fee percentage		1.00	%
ii.      Outstanding Eligible Balance of Contracts pledged on first day of Monthly Period	$	0.00
ii.      Total Servicer Fee	$	0.00
iii.    Previous month Servicer Fee shortfall	$	0.00
H.     Total yield and fees due to the Lenders	$	0.00
J.P. Morgan	$	0.00
Citi	$	0.00
Bank 3	$	0.00
Bank 4	$	0.00
Bank 5	$	0.00

III. CALCULATION OF BORROWING BASE
Required O/C Percentage:
O/C required to maintain [AAA/Aaa] ratings of the Rated Series		20.00	%
Month		May
3-month average Loss-to-Liquidation Ratio		#DIV/0!
Period		4		19.00	%
Loss-to-Liquidation Level I		3.50	%	21.50	%
Loss-to-Liquidation Level II		4.00	%	24.00	%
Loss-to-Liquidation Level III		4.50	%	26.50	%
Loss-to-Liquidation Level IV		5.00	%	29.00	%
Loss-to-Liquidation Level V		5.50	%	31.50	%
Early Amortization Trigger		6.50	%	100.00	%
Dynamic Enhancement Percentage		#DIV/0!
Required O/C Percentage		#DIV/0!
Required O/C Amount:
Required O/C Percentage		#DIV/0!
Adjusted Pool Balance	$	0.00
O/C Floor minimum % of Aggregate Commitment on Closing Date		5.00	%
O/C Floor Amount	$	50,000,000.00
O/C Floor in effect	$	60,000,000.00
Required O/C Amount		#DIV/0!
Borrowing Base:
Adjusted Pool Balance	$	0.00
Required O/C Amount		#DIV/0!

Borrowing Base		#DIV/0!
Total Principal Balance of Loans		#DIV/0!
Compliance		#DIV/0!
Target Principal Amount
Aggregate Principal Balance of Loans as of the last day of the Monthly Period (prior to payment of Target Principal Amount)	$	0.00
Adjusted Pool Balance	$	0.00
Required O/C Amount		#DIV/0!
Target Principal Amount		#DIV/0!
IV. CALCULATION OF AVAILABLE COLLECTIONS AND DISTRIBUTIONS
Total Distribution Amount:
Principal collections on Contracts during Monthly Period	$	0.00
Interest collections on Contracts during Monthly Period	$	0.00
Net liquidation proceeds	$	0.00
Aggregate of Repurchase Price for Contracts required to be purchased by Borrower or Servicer	$	0.00
Servicer Advances made by Servicer	$	0.00
Investment earnings - Collection Account	$	0.00
Interest rate hedge amounts (due from Hedge Counterparty)	$	0.00
Amounts paid by Borrower pursuant to Sections 2.09 and 2.17	$	0.00
Deposits relating to additional Borrower Obligations due and payable	$	0.00
Deposits from Reserve Account	$	0.00
Total Available Funds			$	0.00
Application of Collections in order of priority:
Return of previous month’s Servicer Advances made by Servicer	$	0.00

Servicer Fee to the Servicer, including any unpaid Servicer Fees	$	0.00
Priority Finance Charges (pari passu with net hedge payments, not including termination payments, below)	$	0.00
Any net payments to the Hedge Counterparty excluding termination payments	$	0.00
Target Principal Amount (pari passu with hedge termination payments below)		#DIV/0!
Termination payments due under any Hedge Agreement (except to Defaulting Hedge Counterparty)	$	0.00
Accrued and unpaid Subordinated Finance Charges	$	0.00
Termination payments due under any Hedge Agreement to any Defaulting Hedge Counterparty	$	0.00
Reserve Account for any Reserve Account Shortfall	$	0.00
Other Borrower Obligations	$	0.00
Any unpaid amounts to The Bank of New York Mellon under the Control Agreement	$	0.00
Amounts to Program Agent under the Reserve Account Agreement (pari passu with BONY)	$	0.00
All remaining funds to the Borrower		#DIV/0!
Total distributions			#DIV/0!

V. CONTRACT PERFORMANCE INFORMATION
Monthly losses	Number of Contracts	Amount		% of Outstanding Eligible Balance at beginning of Monthly Period
(Conduit portfolio)
Outstanding Balance of Defaulted Contracts for the Monthly Period	0	$	0.00	#DIV/0!
Less:
Net liquidation proceeds for the Monthly Period		$	—	#DIV/0!
Net losses for the Monthly Period		$	—	#DIV/0!
Annualized net losses		$	—	#DIV/0!

Loss-to-Liquidation Ratio	Number of Contracts	Amount		% of principal collections/ Defaulted Receivables during Monthly Period
(Conduit portfolio)
Outstanding Balance of Defaulted Contracts for the Monthly Period	0	$	—	#DIV/0!
Less:
Net liquidation proceeds for the Monthly Period		$	—	#DIV/0!
Loss-to-Liquidation Ratio for current Monthly Period (subject to 1.5% floor)		$	—	#DIV/0!
Loss-to-Liquidation Ratio for preceding Monthly Period (subject to 1.5% floor)				0.000	%
Loss-to-Liquidation Ratio for second preceding Monthly Period (subject to 1.5% floor)				0.000	%
3-month average Loss-to-Liquidation Ratio				#DIV/0!
Early Amortization trigger				6.500	%
Compliance				#DIV/0!

Delinquency Ratio	Days Delinquent	Number of Contracts	Outstanding Eligible Balance		Delinquent Interest Amount		% of Outstanding Eligible Balance at beginning of Monthly Period
(Conduit portfolio)
	30-59	0	$	—	$	—	#DIV/0!
	60-89	0		0.00		—	#DIV/0!
	90-119	0		0.00		—	#DIV/0!
	120+	0		0.00		—	#DIV/0!
	Totals	0	$	—	$	—	#DIV/0!
Delinquency Ratio (30+ dpd) for current Monthly Period (not including contracts 90+ dpd)							#DIV/0!
Delinquency Ratio (30+ dpd) for preceding Monthly Period							0.000	%
Delinquency Ratio (30+ dpd) for second preceding Monthly Period							0.000	%
3-month average Delinquency Ratio							#DIV/0!
Early Amortization trigger							6.000	%

Compliance		#DIV/0!
Managed Pool Loss-to-Liquidation Ratio
(Managed portfolio)
Aggregate principal balance of receivables charged-off during Monthly Period in accordance with accounting policy	$	—
Net realizable value adjustment, in accordance with accounting policy		—
Post charge-off recoveries		—
Net losses	$	—
Principal collections, fees and expenses received on finance receivables during the Monthly Period	$	—
Managed Pool Loss-to-Liquidation Ratio for current Monthly Period		#DIV/0!
Managed Pool Loss-to-Liquidation Ratio for preceeding Monthly Period		0.000	%
Managed Pool Loss-to-Liquidation Ratio for second preceeding Monthly Period		0.000	%
3-month average Managed Pool Loss-to-Liquidation Ratio		#DIV/0!
Early Amortization trigger		11.000	%
Compliance		#DIV/0!

VI. ADDITIONAL CONTRACT INFORMATION AND CONCENTRATION LIMITS
Contract Data	Beginning of Monthly Period		End of Monthly Period
Number of Contracts		0		0
Outstanding Eligible Balance of Contracts	$	0.00	$	0.00
Weighted average original term		—		—
Weighted average remaining term		—		—
Weighted average aging		—		—

One month prepayments (ABS)		0.00	%		0.00	%
Weighted average FICO		—			—
Weighted average LTV		0.00	%		0.00	%
Weighted average interest rate		0.00	%		0.00	%
Interest rate	Outstanding Eligible Balance of Contracts			% of Outstanding Eligible Balance at End of Monthly Period
0.000% - 5.000%	$	—			#DIV/0!
5.001% - 10.000%		—			#DIV/0!
10.001% - 15.000%		—			#DIV/0!
15.001% - 20.000%		—			#DIV/0!
20.001% or greater		—			#DIV/0!
Servicer Advances made by Servicer in current Monthly Period				$	—
Unreimbursed Servicer Advances due to Servicer					—
Number of Contracts purchased by Borrower or Servicer					—
Outstanding Balance of Contracts purchased by Borrower or Servicer					—
Repurchase Price of Contracts purchased by Borrower or Servicer					—

Concentration Limit	Outstanding Eligible Balance of Contracts		Concentration Limit		Compliance
Texas	$	—	$	—	Yes
California		—		—	Yes
Florida		—		—	Yes
Highest other individual state		—		—	Yes
Contracts with terms 73-84 months		—		—	Yes

Contracts secured by used motorcycles	—		—			Yes
FICO between 640 and 670	—		—			Yes
FICO between 640 and 700	—		—			Yes
Overconcentration Amount (Does not include overconcentrations related to WA FICO/LTV requirements)					$	—
Other collateral requirements	Actual		Required		Compliance
WA FICO	—		715			No
WA LTV	0.00	%	105.00	%		Yes

VII. Commitments and Aggregate Principal Balance by Bank
Bank	Commitment		Pro-rata Share
J.P. Morgan		300,000,000		25.00	%
Citibank		300,000,000		25.00	%
Deutsche Bank		300,000,000		25.00	%
RBS		300,000,000		25.00	%
Total		1,200,000,000		100.00	%
Bank	Beg. Agg. Prin. Bal.		Borrowings/(prepayments)			Target Principal Amount	End. Agg. Prin. Bal.
J.P. Morgan	$	—	$	—		#DIV/0!	#DIV/0!
Citibank		—		—		#DIV/0!	#DIV/0!
Deutsche Bank		—		—		#DIV/0!	#DIV/0!
RBS		—		—		#DIV/0!	#DIV/0!
Total	$	—	$	—		#DIV/0!	#DIV/0!

VIII. Reserve Account
Reserve Account balance at beginning of Monthly Period	$	0.00
Interim deposits to Reserve Account due to a borrowing	$	0.00
Interim withdrawals from Reserve Account due to a take out	$	0.00
Investment earnings on Reserve Account during Monthly Period	$	0.00
Reserve Account balance at end of Monthly Period, prior to the Settlement Date	$	0.00
Minimum Reserve Amount percentage		1.00	%
Minimum Reserve Amount	$	0.00
Reserve Account excess/(Reserve Account Shortfall)	$	0.00
Deposit to Reserve Account from Collection Account	$	0.00
Release from Reserve Account for excess	$	0.00
Ending Reserve Account balance	$	0.00
Compliance		Yes
IX. Financial Covenants
Minimum Consolidated Tangible Net Worth
HDFS consolidated shareholders’s equity		—
Intangible assets		—
Consolidated Tangible Net Worth		—
Minimum Consolidated Tangible Net Worth		500,000,000
Compliance		NO
Maximum Finco Leverage Ratio

Consolidated Indebtedness of HDFS	—
Subordinated Indebtedness	—
Subordinated Intercompany Indebtedness	—
Consolidated Debt	—
Consolidated Tangible Net Worth	—
Preferred stock	—
Subordinated Indebtedness	—
Consolidated Equity	—
Leverage Ratio	#DIV/0!
Maximum Finco Leverage Ratio	10.00x
Compliance	#DIV/0!
Minimum Interest Coverage Ratio
Net income (or net loss) or HDI and subsidiaries	—
Consolidated Interest Expense	—
Taxes	—
Depreciation expense	—
Amortization expense	—
Other non-cash or extraordinary items	—
Cash payments with respect to non-cash charges	—
Consolidated EBITDA	—
Consolidated Interest Expense	—
Interest Coverage Ratio	#DIV/0!
Minimum Interest Coverage Ratio	2.50x

Compliance	#DIV/0!
Maximum Opco Leverage Ratio
Guaranty Ratings Threshold Date	No
Consolidated Opco Debt	—
Consolidated EBITDA	—
Opco Leverage Ratio	#DIV/0!
Maximum Opco Leverage Ratio	2.75x
Compliance	#DIV/0!

PORTFOLIO DATA WORKSHEET
BAM Version	2.0
CUSTOMER NO (#)	-1	Obtain from Harrison (Madeleine MacIntyre).
FACILITY NO (#)	2049	Obtain from Harrison (Madeleine MacIntyre).
REPORT MONTH (#)	4	The formula should yield a number between 1 and 12.
REPORT YEAR (#)	2009	The formula should yield a number like 1997, 1998, etc.
“As Of” Date	4/30/2009	The “as of” date for the Outstanding Capital Balance, etc.
Seller Report/File Version No	1.00	Used to verify what version of the file the customer is using.

All dollar amounts in this BAM! worksheet must be consistent. E.g., if the Thousands option is selected above, all dollar amounts will be multiplied by 1,000 when they are transferred into the portfolio database.

All amounts in this BAM Worksheet must be expressed in US$.

For Non-US$-denominated Seller Reports, use the Seller Report’s exchange rate in the formulas entered below.

I. Agings Data
Enter (or point to) the agings bucket descriptions used in this deal (e.g., Current, 1-30 Days Past Due, etc.).	Enter formulas that point to the data in the Seller Report.
Aging Bucket Description	Aging Amounts
1 Current	0
2 30-59	0
3 60-89	0
4 90-1190	0
5 120+	0
6
7
8
9
10
II. Required Data Elements
Enter formulas to link to the data or calculation results in the Seller Report worksheet. If a line item does not apply to this deal, leave the cell blank.
Description	Value
1 Collections - Principal ($)	#REF!	Required for all deals.
2 Collections - Finance Charges ($)	0	Applicable only to interest-bearing receivables.
3 Asset Dilutions ($)
4 Asset Gross Write Offs ($)	0	Required for all deals.
5 Asset Recoveries ($)	0	Required for all deals.
6 Sales ($)
7 Average Maturity (Days)		As used in the calculation of the liquidation yield reserve.

8 Breakage Reserve ($)
9 Capital Coverage (%)
10 Collection Agent Fee Reserve ($)
11 Defaulted Receivables ($)	0
12 Default Ratio (%)
13 Delinquent Receivables ($)	0
14 Delinquency Ratio (%)
15 Current Loss-to-Liquidation Ratio (%)
16 Rolling Average LtL Ratio (%)	0.000	%	As defined in the transaction documentation. (3-month/6-month/12-month/etc.)
17 Dilution Reserve ($)
18 Eligible Asset Share (%)
19 Loss Protection (%)	0.000	%	Required for all deals.
20 Loss Recourse ($)			{ One or the other is required for all deals.
21 Loss Reserve ($)	0		{ One or the other is required for all deals.
22 Net Asset Pool Balance ($)	0		Required for all deals.
23 Other Recourse ($)			{ One or the other may apply, but not both
24 Other Reserves ($)			{ One or the other may apply, but not both
25 Total Capital Outstanding ($)	0		Required for all deals.
26 Total Number of Obligors (#)
27 Yield Recourse ($)			{ One or the other may apply, but not both
28 Yield Reserve ($)			{ One or the other may apply, but not both
29 Reserved for Future Use
30 Reserved for Future Use
			Other Forms of Loss Protection .
31 Subordinated Debt ($)			{ One or more may apply
32 Letters of Credit ($)			{ One or more may apply
33 Cash Collateral ($)			{ One or more may apply
34 Spread Account ($)			{ One or more may apply
			Re Credit Card Deals .
35 Portfolio Yield (%)	#DIV/0!
36 Base Rate (%)
37 Net Loss (%)	0.000	%
38 Excess Spread (%)	May
39 Payment Ratio (%)

III. Compliance Tests
Enter (or enter formulas that point to) the names/descriptions of the Compliance Tests for this deal. Leave blanks if there are fewer than ten.	Enter (or point to) the test limit for each test.	Enter “Min” or “Max” for each test.	Enter formulas that point to the test result in the Seller Report.
Test Description	Test Limit	Type (Min/Max)	Test Result
1 Net Worth	#REF!	Min	#REF!
2 Leverage Test	#REF!	Max	#REF!
3 Interest Coverage Ratio	#REF!	Max	#REF!
4
5
6
7
8
9
10
IV. Obligor Data
Enter formulas that point to this data in the Seller Report worksheet.
Ten Largest Normal Obligors	Balance ($)	Limit ($)	Excess ($)
1
2
3
4
5
6
7
8
9
10
11 Sum of Remaining Normal Obligors ($)

Enter formulas that point to this data in the Seller Report worksheet.
All Special Obligors	Balance ($)	Limit ($)	Excess ($)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31

32

33

34

35

36

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

75

EXHIBIT D

JURISDICTION OF ORGANIZATION; PLACES OF BUSINESS AND LOCATIONS OF RECORDS

Jurisdiction of Organization	•   Nevada
Chief Executive Office/Principal Place of Business	•   Chicago, Illinois
Location(s) of Records	•   Reno, Nevada
Organizational Number	•   E0739522008-6
Federal Employer’s Identification Number	•   26-3823071
Other Names	•   None

EXHIBIT E

LIST OF CLOSING DOCUMENTS

Attached

LIST OF CLOSING DOCUMENTS¹

Loan and Serving Agreement

among

Harley-Davidson Warehouse Funding Corp., as Borrower

Harley-Davidson Credit Corp., as Servicer,

the Financial Institutions party thereto as Conduit Lenders,

the Financial Institutions party thereto as Committed Lenders,

the Financial Institutions party thereto as Administrative Agents,

JPMorgan Chase Bank, N.A and Citicorp North America, Inc., as Syndication Agents

and

JPMorgan Chase Bank, N.A., as Program Agent

April 30, 2009

Abbreviations	Parties
Administrative Agents:	JPM, CNAI, DB, RBS
Borrower:	Harley-Davidson Warehouse Funding Corp.
CNAI:	Citicorp North America, Inc.
Custodian:	Iron Mountain Information Management, Inc.
Control Bank:	The Bank of New York Mellon
Eaglemark:	Eaglemark Savings Bank
Foley:	Foley & Lardner LLP, counsel to HDCC, the Borrower and Eaglemark
HDCC:	Harley Davidson Credit Corp.
Holland & Hart:	Holland & Hart LLP, Nevada counsel to HDCC, the Borrower and Eaglemark
Syndication Agents:	JPM and CNAI
Program Agent:	JPM
Seller:	HDCC
Servicer:	HDCC
Sidley:	Sidley Austin LLP, counsel to the Program Agent, Syndication Agents and Lenders
Chapman:	Chapman and Cutler LLP, counsel to the Control Bank
DB:	Deutsche Bank AG, New York Branch
RBS:	The Royal Bank of Scotland plc

¹ Capitalized terms used herein, but not otherwise defined herein shall have the meanings assigned in the Loan Agreement (as defined below). All documents are to be dated as of April 30, 2009 unless otherwise indicated.

1

FACILITY DOCUMENT	SIGNATORIES	RESPONSIBLE PARTY
A. LOAN DOCUMENTS
1. Amended and Restated Receivables Sale Agreement (“Sale Agreement”)	Seller Borrower	Sidley
Exhibit A – Form of Notice of Sale		Sidley
Exhibit B – Form of Assignment		Sidley
Exhibit C – Concentration Limits		Sidley
Exhibit D – Lockbox Agreement		HDCC
2. Loan and Servicing Agreement (“Loan Agreement”)	Borrower Servicer Lenders Administrative Agents Program Agent	Sidley
Exhibit A – Form of Borrowing Notice		Sidley
Exhibit B-1 – Form of Rated Note		Sidley
Exhibit B-2 – Form of Unrated Note		Sidley
Exhibit C – Form of Monthly Report		HDCC / JPM / Citibank
Exhibit D – List of Offices of Borrower where Records are Kept		HDCC / Borrower
Exhibit E – List of Closing Documents		Sidley
Exhibit F – Form of Assignment and Acceptance		Sidley
Exhibit G – Form of Joinder Agreement		Sidley
Exhibit H – Form of Custodial Agreement		Foley/Sidley
Exhibit I – HDI Credit Agreements		HDCC/Borrower
Schedule I – Lender Groups		Sidley

2

Schedule II – Notice Addresses		Sidley
Schedule III – Dynamic Enhancement Percentages		Syndication Agents
3. Account Control Agreement	Borrower Servicer Program Agent Control Bank	Chapman
4. Securities Account, Depository Account and Account Control Agreement	Borrower Servicer Program Agent JPM, as Reserve Account Bank	Sidley
5. Custodial Access Letter Agreement	Program Agent Servicer Borrower Custodian	Foley/Sidley
B. NOTES
6. Rated Notes	Borrower	Sidley
7. Unrated Notes	Borrower	Sidley
C. INITIAL FUNDING DOCUMENTS
8. Contract Schedule		HDCC
9. Notice of Sale, together with Contract Schedule Supplement	HDCC	HDCC
10. Assignment	HDCC	HDCC
11. Borrowing Notice	Borrower	Borrower

3

D. CORPORATE DOCUMENTS
12. Certificate of an Officer of HDCC certifying: (i) a copy of the Articles of Incorporation of HDCC certified as of recent date by the Secretary of State of Nevada (attached thereto), (ii) a good standing certificate from the Secretary of State of Nevada (attached thereto), (iii) a copy of the By-Laws of HDCC (attached thereto), (iv) a copy of the resolutions of the Board of Directors of HDCC (attached thereto) authorizing the execution, delivery and performance of each Facility Document to which it is a party, (v) that no Servicer Termination Event exists, (vi) that all representations and warranties are true, (vii) incumbency, authorization and signatures of officers, and (viii) certain other matters.	HDCC	HDCC
13. Certificate of an Officer of the Borrower certifying: (i) a copy of the Amended and Restated Articles of Incorporation of Borrower certified as of recent date by the Secretary of State of Nevada (attached thereto), (ii) a good standing certificate from the Secretary of State of Nevada (attached thereto), (iii) a copy of the By-Laws of Borrower (attached thereto), (iv) a copy of the resolutions of the Board of Directors of Borrower (attached thereto) authorizing the execution, delivery and performance of each Facility Document to which it is a party, (v) that no Event of Termination or Incipient Event of Termination exists, (vi) that all representations and warranties are true, (vii) incumbency, authorization and signatures of officers, and (viii) certain other matters.	Borrower	Borrower
E. UCC DOCUMENTS AND SEARCHES
14. UCC, Tax and Judgment searches listed on Exhibit A hereto	n/a	Foley
15. UCC-1 financing statement to be filed with the Secretary of State of Nevada naming HDCC as seller/debtor, Borrower as assignor secured party and Program Agent as assignee of assignor secured party	n/a	Sidley

4

16. UCC-1 financing statement to be filed with the Secretary of State of Nevada naming Borrower as debtor and Program Agent as secured party	n/a	Sidley
F. OPINION LETTERS
17. Opinion of Foley relating to, non-contravention matters with respect to NY and federal law, NY enforceability, the Investment Company Act of 1940, and the creation of security interests	Foley	Foley
18. Opinion of Foley relating to true sale matters and non-consolidation matters	Foley	Foley
19. Opinion of in-house counsel to Eaglemark, HDCC and the Borrower regarding certain corporate matters, licensing matters and certificate of title procedures	In-house counsel of HDCC	In-house counsel of HDCC
20. Opinion of Holland & Hart relating to general corporate matters of HDCC and the Borrower, non-contravention matters and security interest matters	Holland & Hart	Holland & Hart
21. Opinion of Holland & Hart relating to general corporate and non-contravention matters of Eaglemark	Holland & Hart	Holland & Hart
G. SWAP DOCUMENTS2
22. ISDA Master Agreement	Borrower Hedge Counterparties	Foley/Counsel to each Hedge Counterparty
23. Confirmations	Borrower Hedge Counterparties	Foley/Counsel to each Hedge Counterparty
24. Consent Letter from Syndication Agents authorizing the Hedge Agreements	Syndication Agents	Sidley

² One Hedge Agreement for each Lender

5

H. MISCELLANEOUS
25. Engagement Letter	Borrower Syndication Agents	Sidley
26. Upfront Fee Letter among the Borrower and the Administrative Agents	Borrower Administrative Agents	Sidley
27. Arrangement Fee Letter among the Borrower, J.P. Morgan Securities Inc. (“JPMSI”) and CNAI (together with JPMSI, the “Co-Arrangers”)	Borrower Co-Arrangers	Sidley
28. Rating Agency Letters	Moody’s S&P	Program Agent
I. POST-CLOSING ITEMS
29. Post-filing UCC Search Reports	n/a	Sidley
30. Opinion of K&L Gates LLP relating to licensing issues in the state of Maryland (to be delivered no later thann May 6, 2009)	K&L Gates	K&L Gates

6

EXHIBIT A

Debtor	Type of Search	Jurisdiction
Harley-Davidson Credit Corporation	UCC/TL/J	Nevada
	STL/FTL/J	Cook County, IL
	SPSJ	Cook County, IL
	FPSJ	Cook County, IL
	Name Variation	Cook County, IL
Harley Davidson Warehouse Funding Corp.	UCC/TL/J	Nevada
	STL/FTL/J	Cook County, IL
	SPSJ	Cook County, IL
	FPSJ	Cook County, IL
	Name Variation	Cook County, IL

7

EXHIBIT F

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated as of [Date]

Reference is made to the Loan and Servicing Agreement, dated as of April 30, 2009, among Harley-Davidson Warehouse Funding Corp., as Borrower, Harley-Davidson Credit Corporation, as Servicer, the Persons from time to time party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the Persons from time to time party thereto as Administrative Agents, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Program Agent, and JPMorgan and Citicorp North America, Inc., as Syndication Agents (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). Terms defined in the Agreement are used herein with the same meaning.

[Assigning Lender] (the “Assignor”), [Assignee] (the “Assignee”) and [Assignor’s Administrative Agent], in its capacity as Administrative Agent for the Lender Group which includes the Assignor [and the Assignee] (in such capacity, the “Administrative Agent”), hereby agree as follows:

1. Purchase and Sale of Interest. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to all of the Assignor’s rights and obligations under the Agreement as of the date hereof (including, without limitation, its [Commitment] [Conduit Lending Limit] and all Loans, if any, or interests therein held by it) equal to the percentage (the “Percentage”) interest specified on the signature page hereto. After giving effect to such sale and assignment, the Assignee will be a [Committed] [Conduit] Lender in the Lender Group that includes [                        ] as the administrative agent and the Assignee’s [Commitment] [Conduit Lending Limit] will be as set forth in Section 2 of the signature page hereto. [As consideration for the sale and assignment contemplated in this Section 1, the Assignee shall pay to the Assignor on the Effective Date (as hereinafter defined) in immediately available funds an amount equal to $[                        ], representing the purchase price payable by the Assignee for the interests in the transferred interest sold and assigned to the Assignee under this Section 1.]¹

2. Representations and Disclaimers of Assignor. The Assignor:

(a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Adverse Claim (other than Permitted Liens);

¹ Include bracketed text if Assignor holds a portion of the Loans on the Effective Date.

(b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Facility Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Facility Document or any other instrument or document furnished pursuant thereto; and

(c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Originator, the Borrower or the Servicer, or the performance or observance by any such party of any of its respective obligations under the Facility Documents or any other instrument or document furnished pursuant thereto.

3. Representations and Agreements of Assignee. The Assignee:

(a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03(a) of the Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance;

(b) agrees that it will, independently and without reliance upon the Program Agent, any Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement;

(c) appoints and authorizes the Program Agent and [                        ], as its Administrative Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Program Agent and such Administrative Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;

(d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender;

(e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and

(f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

4. Effectiveness of Assignment. Following the execution of this Assignment and Acceptance by the Assignor, the Administrative Agent, [and] the Assignee, [and the Borrower,]² it will be delivered to the Program Agent for acceptance and recording by the Program Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Program Agent, unless otherwise specified in Section 3 of the signature page hereto (the “Effective Date”).

5. Rights of the Assignee. Upon such acceptance and recording by the Program Agent, as of the Effective Date, [(i) the Assignee shall be a party to the Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a [Committed] [Conduit] Lender thereunder and hereunder and (ii)] the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Agreement.

6. Payments. Upon such acceptance and recording by the Program Agent, from and after the Effective Date, all payments under the Agreement in respect of the interest assigned hereby (including, without limitation, all payments of fees with respect thereto) shall be made to the Assignee or the Assignee’s Administrative Agent, for the benefit of the Assignee, in accordance with the Agreement. The Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement for periods prior to the Effective Date directly between themselves.

7. GOVERNING LAW. THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

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

² Borrower’s consent only required in those instances set forth in Section 10.03 of the Agreement.

Signature Page to

Assignment and Acceptance

Dated as of [Date]

Section 1.
Percentage:		________	%
Section 2.
Assignee’s [Commitment] [Conduit Lending Limit] as of the
Effective Date:	$	_____________
Principal Balance of Loans
held by Assignee as of the Effective Date:	$	_____________
Conduit Lender’s CP Rate
Section 3.
Effective Date:**		_________, 200__

[NAME OF ASSIGNOR]
By:
	Name:
	Title:
[NAME OF ASSIGNEE]
By:
	Name:
	Title:
Address for Notices:
[Insert]

** This date should be no earlier than the date of acceptance by the Program Agent.

Accepted this              day of                     , 200__
JPMorgan Chase Bank, N.A., As Program Agent
By:
	Name:
	Title:

AGREED TO THIS              DAY OF                     , 200  :

[NAME OF ASSIGNOR’S ADMINISTRATIVE AGENT],

as Administrative Agent
By:
	Name:
	Title:

[HARLEY-DAVIDSON WAREHOUSE FUNDING CORP.,

as Borrower
By:
	Name:
	Title:]3

³ Borrower’s consent only required in those instances set forth in Section 10.03 of the Agreement.

EXHIBIT G

FORM OF JOINDER AGREEMENT

Reference is made to that certain Loan and Servicing Agreement dated as of April 30, 2009 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Harley-Davidson Warehouse Funding Corp., as the borrower (the “Borrower”), Harley-Davidson Credit Corp., as the servicer (the “Servicer”), the Conduit Lenders party thereto from time to time, the Committed Lender party thereto from time to time, the Administrative Agents party thereto from time to time, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Program Agent and JPMorgan and Citicorp North America, Inc., as Syndication Agents. To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Loan Agreement.

                                      (the “New Administrative Agent”),                                  (the “New Conduit Lender”),                                  (the “New Committed Lender[s]”; and together with the New Administrative Agent and the New Conduit Lender, the “New Lender Group”) and the Syndication Agents agree as follows:

1. The Borrower has requested that the New Lender Group become a “Lender Group” under the Loan Agreement.

2. The effective date (the “Effective Date”) of this Joinder Agreement shall be the later of (i) the date on which a fully executed copy of this Joinder Agreement is delivered to the Syndication Agents and the Borrower and (ii) the date of this Joinder Agreement.

3. By executing and delivering this Joinder Agreement, each of the New Administrative Agent, the New Conduit Lender and the New Committed Lender[s] (i) confirms that it has received a copy of the Loan Agreement and such Facility Documents and other documents and information requested by it, and that it has, independently and without reliance upon the Borrower, the Servicer, any Lender, any Administrative or the Program Agent, and based on such documentation and information as it has deemed appropriate, made its own decision to enter into this Joinder Agreement; (ii) agrees that it shall, independently and without reliance upon the Borrower, the Servicer, any Lender, any Administrative Agent or the Program Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Facility Documents; (iii) appoints and authorizes the Program Agent to take such action as the program agent on its behalf and to exercise such powers and discretion under the Facility Documents as are delegated to the Program Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it shall perform in accordance with their terms all of the obligations that by the terms of the Loan Agreement and the other Facility Documents are required to be performed by it as an Administrative Agent, Conduit Lender and Committed Lender, respectively; (v) sets                          as the CP Rate for its Lender Group; and (vi), in the case of the New Conduit Lender and the New Committed Lender[s], appoints and authorizes the New Administrative Agent as its Administrative Agent to take such action as an administrative agent on its behalf and to exercise such powers under the Facility Documents, as are delegated to the Administrative Agents by the terms thereof together with such powers that are reasonably incidental thereto.

4. On the Effective Date of this Joinder Agreement, each of the New Administrative Agent, the New Conduit Lender and the New Committed Lender[s] shall join in and be a party to the Loan Agreement and, to the extent provided in this Joinder Agreement, shall be entitled to the rights and subject to the obligations of an Administrative Agent, a Conduit Lender and a Committed Lender, respectively, under the Loan Agreement. Schedule I to the Loan Agreement shall be amended and restated in its entirety as set forth on Schedule A hereto, and Schedule B to this Joinder Agreement sets forth the notice address for each of the parties in the New Lender Group.

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

6. This Joinder Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York.

7. Any term or provision of this Joinder Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Joinder Agreement or affecting the validity or enforceability of any of the terms or provisions of this Joinder Agreement in any other jurisdiction. If any provision of this Joinder Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

8. Each member of the New Lender Group hereby agrees that it will promptly execute and deliver all instruments and documents, and take all actions, that may be reasonably necessary or desirable, or that the Syndication Agents or the Borrower may reasonably request, to more fully evidence this Joinder Agreement or the transactions contemplated hereby. The Syndication Agents and the Borrower shall each be a third-party beneficiary of this Joinder Agreement.

* * * * *

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

NEW CONDUIT LENDER:	[NEW CONDUIT LENDER]
	By:
		Name:
		Title:

NEW COMMITTED LENDER[S]:	[NEW COMMITTED LENDER]
	By:
		Name:
		Title:

NEW ADMINISTRATIVE AGENT:	[NEW ADMINISTRATIVE AGENT]
	By:
		Name:
		Title:

Consented to this              day of             , 20     by:

JPMORGAN CHASE BANK, N.A., as a Syndication

Agent and as Program Agent

By:
	Name:
	Title:

CITICORP NORTH AMERICA, INC., as a Syndication

Agent

By:
	Name:
	Title:

HARLEY-DAVIDSON WAREHOUSE

FUNDING CORP., as the Borrower

By:
	Name:
	Title:

Schedule A

to

Joinder Agreement

Dated                          , 20__

[            ] Lender Group

Administrative Agent:		[___________	]
Conduit Lender:		[___________	]
Conduit Lending Limit:	$	[__________	]
Committed Lender:		[___________	]
Commitment:	$	[__________	]
Lender Group Limit	$	[__________	]
Reference Bank:		[___________	]

[            ] Lender Group

Administrative Agent:		[___________	]
Conduit Lender:		[___________	]
Conduit Lending Limit:	$	[__________	]
Committed Lender:		[___________	]
Commitment:	$	[__________	]
Lender Group Limit	$	[__________	]
Reference Bank:		[___________	]

[            ] Lender Group

Administrative Agent:		[___________	]
Conduit Lender:		[___________	]
Conduit Lending Limit:	$	[__________	]
Committed Lender:		[___________	]
Commitment:	$	[__________	]
Lender Group Limit	$	[__________	]
Reference Bank:		[___________	]

Schedule B

to

Joinder Agreement

Dated                      , 20__

ADDRESSES FOR NOTICES

NEW ADMINISTRATIVE AGENT

[                    ]

NEW CONDUIT LENDER

[                    ]

NEW COMMITTED LENDER

[                    ]

EXHIBIT H

FORM OF CUSTODIAL AGREEMENT

(Attached)

CUSTODIAL ACCESS LETTER AGREEMENT

Dated April 30, 2009

To:	Iron Mountain Information Management, Inc. (“Iron Mountain”)
	Address: 6933 Preston Avenue, Livermore, CA 94551
	Attn: James Incavo, Vice President
	Tel: (925) 453-3008
	Fax: (925) 371-8621
From:	Harley-Davidson Credit Corp. (“Customer”)
	Attn: Perry Glassgow, 3850 Arrowhead Drive, Carson City, NV 89706
	Tel: (888) 691-4337
	Fax: (775) 886-3490
	Harley-Davidson Warehouse Funding Corp. (“Borrower”)
	Attn: Perry Glassgow, 222 West Adams Street, Suite 2000, Chicago, IL 60606
	Tel: (312) 368-9501
	Fax: (312) 368-4372
For:	JPMorgan Chase Bank, N.A. (“Agent”)
	Attn: Asset-Backed Securities, 1 Chase Plaza, 13th Floor, Suite IL1-0079, Chicago, IL 60670
	Tel: (312) 732-7206
	Fax: (312) 732-1844

The Agent, a national banking association, for itself and for the Lenders referred to below, has entered into a Loan and Servicing Agreement, dated as of April 30, 2009 (which agreement, as it may be modified, supplemented, extended, replaced or renewed, is referred to herein as the “Loan Agreement”) with Borrower, a Nevada corporation, the Customer, a Nevada corporation, the conduit lenders party thereto (the “Conduit Lenders”), the committed lenders party thereto (the “Committed Lenders” and, together with the Conduit Lenders, the “Lenders”), the administrative agents party thereto, and the syndication agents party thereto. The Loan Agreement provides, subject to its terms and conditions, for extensions of credit to be made by the Lenders to the Borrower as therein provided. Under the related Amended and Restated Receivables Sale Agreement, dated as of April 30, 2009, Customer has sold certain receivables (the “Receivables”) and related documents (the “Loan Files”) to the Borrower. Under the Loan Agreement, Borrower has granted to the Agent, for the benefit of the Lenders and certain other parties identified in the Loan Agreement, a first priority security interest in and to all of its assets and properties (including, but not limited to, the Collateral as defined therein), including the Receivables and the Loan Files. Under the Loan Agreement, the Customer will act as servicer of the Receivables.

Iron Mountain now has, or from time to time will have, in its possession or under its control, physical materials relating to the Receivables and the Loan Files including, without limitation the original promissory notes evidencing the Receivables and other documentation related thereto (all of the foregoing being hereinafter called the “Collateral”).

1

1. Iron Mountain acknowledges, for the benefit of Agent for itself and for the Lenders, that Customer has been granted access rights (as hereinafter set forth) in and to certain items and materials on deposit with Iron Mountain, such deposit being pursuant to the terms of a certain Customer Agreement between Iron Mountain and the other signatories thereto, dated February 26, 2004, as it may be modified, supplemented, extended or renewed (“Records Management Agreement”). This Custodial Access Letter Agreement constitutes notice to Iron Mountain that the Customer has sold the Receivables and Loan Files to the Borrower, that Customer will continue to service the Receivables for the Borrower and the Lenders and that, as security for the indebtedness of Borrower to the Lenders under the Loan Agreement (the “Indebtedness”), Borrower has granted to the Agent, for itself and for the Lenders, a security interest in and to all or substantially all of its assets. In addition, Customer has granted access rights to the Collateral to the Agent pursuant to the Loan Agreement.

2. Customer will provide irrevocable electronic access to the Loan Files (to the extent Customer has such access) to Agent by providing Agent with access codes permitting Agent to access the Loan Files using Iron Mountain’s web-based electronic records system until such time as this Agreement is terminated in accordance with its terms.

3. Unless and until Iron Mountain receives a written notice from Agent, to the effect that all of the Indebtedness and all of the obligations (other than contingent obligations not then due) to Agent and the Lenders under the Loan Agreement have been paid and performed in full (the Indebtedness and said obligations being herein collectively referred to as the “Obligations”), the following shall apply:

A. Customer, Borrower and Agent hereby appoint Iron Mountain as the custodian of the Collateral that may from time to time come into its possession or under its control, and Iron Mountain agrees to hold all such items of the Collateral, subject to the terms and conditions of the Records Management Agreement, except to the extent that such terms and conditions of the Records Management Agreement shall be in conflict with the terms and conditions set forth in this Custodial Access Letter Agreement, in which event, the terms and conditions set forth herein shall prevail.

B. Iron Mountain will keep all such items of Collateral at its storage facilities located at the addresses set forth below, and will not deliver any of such Collateral except as may be permitted hereunder; provided that the specific type of Collateral set forth below opposite the address of a particular storage facility shall only be permitted to be located at such storage facility, unless Agent, Borrower and Customer otherwise agree in writing, and Iron Mountain shall not forward or move any Collateral of any type to any storage facility other than the one designated for such type of Collateral:

Type of Collateral	Storage Facility Address
All	640 Maestro Drive, Suite 112 Reno, NV 89511

2

C. Unless and until Iron Mountain shall have received written notice from the Agent to the contrary (which notice the Agent agrees, solely for the benefit of the Borrower, shall not be delivered while an Event of Termination (as defined in the Loan Agreement) does not exist), Iron Mountain will permit Customer, Customer’s affiliates and designees of Customer and/or its affiliates to have access to the Loan Files, which Customer agrees shall only be utilized in a manner that does not conflict with the Loan Agreement.

D. On receipt of the notice contemplated in Section 3C above (without further investigation and without any duty to inquire with Customer, Agent, or any other party), Iron Mountain agrees to hold all items of Collateral within its possession or under its control as custodian, subject only to the written order of Agent.

4. Customer agrees with Agent to cause all of the Collateral delivered to it pursuant to Section 3C to be returned to Iron Mountain as soon as commercially practicable.

5. Iron Mountain agrees to hold the Collateral in accordance with the terms set forth in this Agreement, until such time as Agent notifies Iron Mountain as provided in Section 3 above that Agent no longer has any rights under this Agreement. After receipt of the notice contemplated in Section 3C above, Iron Mountain will cause to be delivered or made available to Agent or its nominee, as the case may be, the Collateral and all physical properties thereof in Iron Mountain’s possession or under its control for the purpose of enabling Agent to deal with the same pursuant to the Loan Agreement.

6. Customer and Borrower hereby irrevocably waive any claim for damages or otherwise which Customer or Borrower may have against Iron Mountain for any acts which Iron Mountain may take pursuant to the terms of this Agreement, including, without limitation, those taken at the direction of the Agent pursuant hereto.

A. The rights of Iron Mountain against Customer shall be limited to Iron Mountain’s charges for storage, work, labor and related storage management services ordered by and rendered for Customer, and the materials ordered by and furnished to Customer solely in connection with the terms of the Records Management Agreement. All such services and materials ordered by Customer shall be at the expense of Customer and Iron Mountain agrees to look solely to Customer for payment of such charges as may be incurred. The Agent shall not be responsible for any such charges, except for materials and services ordered by Agent.

B. Customer and Agent hereby acknowledge and agree that Iron Mountain’s liability in the event of loss or destruction of, or damage to, the Collateral is limited as set forth in the Records Management Agreement.

C. The rights of Iron Mountain shall be subordinate to the rights and security interest granted to Agent in respect of the Collateral; and the rights of Iron Mountain against Customer shall be limited to Iron Mountain’s normal and customary charges for services ordered by and rendered for Customer, and the materials ordered by and furnished to Customer solely in connection with the Collateral.

3

D. Agent agrees to give prompt written notice to Iron Mountain if, and when, the Obligations have been satisfied and Agent’s security interest in the Collateral has terminated. Upon receipt of such written notice, Iron Mountain’s obligations hereunder shall terminate and Iron Mountain shall thereafter hold the Collateral constructively for Customer and shall thereafter deal with the Collateral solely upon and subject to the instructions of Customer.

II. All notices, requests and other communications provided for in this Agreement shall be given or made in writing, delivered to the intended recipient at the address specified below its name on the address blocks on the first page hereto, or as to any party, at such other address as shall be designated by such party in a notice to each other party. All such communications shall be deemed to have been duly given when transmitted by telecopier with evidence of receipt by the addressee (and confirmed in writing via United States first class mail) or personally delivered or, in the case of a mailed notice, upon receipt, in each case, given or addressed as set forth above.

III. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Each of Iron Mountain and Customer can assign its obligations under this Agreement only with the prior written consent of Agent. Iron Mountain may terminate its obligations under this Agreement and the related Records Management Agreement upon providing not less than sixty (60) days’ notice to both Customer and Agent.

IV. This Agreement shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements executed and wholly to be performed therein. No amendment to his Agreement shall be effective unless in writing and signed by each party hereto. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

V. Each of Customer and Iron Mountain hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York for the purposes of all legal proceedings arising out of or relating to his Agreement or the transactions contemplated by this Agreement. Each of Customer and Iron Mountain irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

VI. This Agreement supersedes and replaces that certain Custodial Access Letter Agreement dated January 26, 2009 by and among the parties hereto.

Very truly yours,

4

HARLEY-DAVIDSON CREDIT CORP., as the Customer
By:	/s/ Perry A. Glassgow
Its:	Vice President, Treasurer and Assistant Secretary

HARLEY-DAVIDSON WAREHOUSE FUNDING CORP., as the Borrower
By:	/s/ Perry A. Glassgow
Its:	Treasurer and Assistant Secretary

5

ACCEPTED AND AGREED:
IRON MOUNTAIN INFORMATION MANAGEMENT, INC.
By:	/s/
Its:	Executive Vice President

JPMORGAN CHASE BANK, N.A., as the Agent
By:	/s/ Brian K. Honda
Its:	Vice President

6

EXHIBIT I

HDI CREDIT AGREEMENT

364-Day Credit Agreement, dated as of April 29, 2010, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as global administrative agent. (Exhibit 4.2 to Current Report on Form 8-K, Dated April 29, 2010)

SCHEDULE I

LENDER GROUPS

JPMorgan Chase Bank N.A. Lender Group
Administrative Agent:	JPMorgan Chase Bank, N.A.
Conduit Lender:	Chariot Funding LLC
Conduit Lending Limit:	$150,000,000
Committed Lender:	JPMorgan Chase Bank, N.A.
Commitment:	$150,000,000
Lender Group Limit:	$150,000,000
Reference Bank:	JPMorgan Chase Bank, N.A.
Citicorp North America, Inc. Lender Group
Administrative Agent:	Citicorp North America, Inc.
Conduit Lender:	Ciesco, LLC
Conduit Lending Limit:	$150,000,000
Committed Lender:	Citibank, N.A.
Commitment:	$150,000,000
Lender Group Limit:	$150,000,000
Reference Bank:	Citibank, N.A.

Deutsche Bank AG, New York Branch Lender Group
Administrative Agent:	Deutsche Bank AG, New York Branch
Conduit Lender:	Sedona Capital Funding Corp., LLC
Conduit Lending Limit:	$150,000,000
Committed Lender:	Deutsche Bank AG, New York Branch
Commitment:	$150,000,000
Lender Group Limit:	$150,000,000
Reference Bank:	Deutsche Bank AG, New York Branch
The Royal Bank of Scotland plc Lender Group
Administrative Agent:	The Royal Bank of Scotland plc
Conduit Lender:	Amsterdam Funding Corporation
Conduit Lending Limit:	$150,000,000
Committed Lender:	The Royal Bank of Scotland plc
Commitment:	$150,000,000
Lender Group Limit:	$150,000,000
Reference Bank:	The Royal Bank of Scotland plc

SCHEDULE II

NOTICE ADDRESSES

JPMorgan Chase Bank, N.A.	Chariot Funding LLC
1 Chase Plaza, 13th Floor	c/o JPMorgan Chase Bank, N.A.
10 S. Dearborn, Suite IL1-0079	1 Chase Plaza, 13th Floor
Chicago, IL 60670	10 S. Dearborn, Suite IL1-0079
Attention: Asset-Backed Securities	Chicago, IL 60670
Telephone: (312) 732-7206	Attention: Asset-Backed Securities
Facsimile No.: (312) 732-1844	Telephone: (312) 732-7206
E-mail: abs.treasury.dept@jpmorgan.com	Facsimile No.: (312) 732-1844
	E-mail: abs.treasury.dept@jpmorgan.com
Citicorp North America, Inc.	Ciesco, LLC
750 Washington Blvd., 8th Floor	750 Washington Blvd., 8th Floor
Stamford, CT 06901	Stamford, CT 06901
Attention: Global Securitization	Attention: Global Securitization
Facsimile No.: (203) 975-6462	Facsimile No.: (203) 975-6462
	Citibank, N.A.
	Global Securitized Products
	388 Greenwich Street, 19th Floor
	New York, New York 10013
	Attention: Steffen Lunde and Thomas Rogers
	Facsimile No.: (212) 816-6270
Deutsche Bank AG, New York Branch	Sedona Capital Funding Corp., LLC
60 Wall Street	c/o Amacar Group, LLC
New York, New York 10005	6525 Morrison Boulevard, Suite 318
Attention: Mary Conners	Charlotte, NC 28211
Telephone: (212) 250-4731	Attention: Evelyn Echevarria
Facsimile No.: (212)797-5150	Telephone: (704) 365-1362
Email: abs.conduits@db.com	Facsimile No.: (704) 365-0569
	Email: abs.conduits@db.com
	With copies of Notices to:
	Deutsche Bank AG, New York Branch
	60 Wall Street
	New York, New York 10005
	Attention: Mary Conners

	Telephone: (212) 250-4731
	Facsimile No.: (212)797-5150
	Email: abs.conduits@db.com
The Royal Bank of Scotland plc	Amsterdam Funding Corporation
c/o ABN AMRO Bank N.V.	c/o Global Securitization Services, LLC
540 West Madison Street, 27th Floor	68 South Service Road, Suite 120
Chicago, Illinois 60661	Melville, New York 11747
Attention: Agent	Attention: Frank B. Bilotta
Telephone: (312) 338-3491	Telephone: (212) 302-5151
Facsimile No.: (312) 338-0140	Facsimile No.: (212) 302-8767
Email: conduitops@rbs.com &             conduit.operations@rbs.com
	With copies of Notices to:
	The Royal Bank of Scotland plc
	RBS Securities Inc., as agent
	c/o ABN AMRO Bank N.V.
	540 West Madison Street, 27th Floor
	Chicago, Illinois 60661
	Attention: Agent
	Telephone: (312) 338-3491
	Telecopy: (312) 338-0140
	Email: conduitops@rbs.com &             conduit.operations@rbs.com
Harley-Davidson Warehouse Funding Corp.	Harley-Davidson Credit Corp.
3700 W. Juneau Avenue	3700 W. Juneau Avenue
Milwaukee, WI 53208	Milwaukee, WI 53208
Attention: Perry Glassgow	Attention: Perry Glassgow
Telephone: (414) 343-4584	Telephone: (414) 343-4584
Facsimile No.: (414) 343-4990	Facsimile No.: (414) 343-4990
Email: perry.glassgow@harley-davidson.com	Email: perry.glassgow@harley-davidson.com
	With copies of Notices to:
	Harley-Davidson Credit Corp.
	222 West Adams Street, 20th Floor
	Chicago, IL 60606
	Attention: Julia Landes
	Telephone: (312) 634-2814
	Facsimile No.: (312) 368-9548
	Email: julia.landes@hdfsi.com

EX-4.4

Exhibit 4.4

* Indicates that material has been omitted and confidential treatment has been requested therefore. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

AMENDED AND RESTATED FEE LETTER

April 29, 2010

Harley-Davidson Warehouse Funding Corp.

222 West Adams Street, Suite 2000

Chicago, Illinois 60606

Attention: Perry A. Glassgow

Ladies and Gentlemen:

This amended and restated fee letter (as amended, restated, supplemented or otherwise modified prior to the date hereof and as the same may be further amended, restated, supplemented or otherwise modified from time to time, this “Fee Letter”) is delivered to you in connection with the Loan and Servicing Agreement, dated as of April 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Loan Agreement”), by and among Harley-Davidson Warehouse Funding Corp., as the borrower (the “Borrower”), Harley-Davidson Credit Corp., as the servicer (the “Servicer”), the commercial paper conduits from time to time party thereto as conduit lenders (each individually, a “Conduit Lender”), the financial institutions from time to time party thereto as committed lenders (each individually, a “Committed Lender”, and collectively with the Conduit Lenders, the “Lenders”), the financial institutions from time to time party thereto as administrative agents (each individually, an “Administrative Agent”), JPMorgan Chase Bank, N.A. (“JPMorgan”), as program agent and JPMorgan and Citicorp North America, Inc., as the syndication agents. Capitalized terms used herein but not otherwise defined herein have the meanings assigned thereto in the Loan Agreement.

This Fee Letter is the “Fee Letter” referred to in the Loan Agreement. By executing this Fee Letter, the Borrower agrees to the following terms:

1. The term “Applicable Margin” as used in the Loan Agreement shall mean             * per annum.

2. The term “Default Applicable Margin” as used in the Loan Agreement shall mean             * per annum.

3. The term “Dynamic Enhancement Percentage” as used in the Loan Agreement shall mean, at any time, the applicable percentage set forth on Schedule I hereto based on the three-month average Loss-to-Liquidation Ratio as of the last day of the calendar month then most recently ended. Reference is made to that certain Waiver, dated as of January 25, 2010, among the Borrower, the Servicer, the Lenders, the Administrative Agents and the Program Agent for a discussion of the methodology to be used in calculating the Loss-to-Liquidation Ratio for purposes of this definition.

4. The percentages to be incorporated in clause (ii)(b) of the definition of “Early Amortization Event” in respect of any             * period shall be:

(a)             * in the case of any such             *;

(b)             * in the case of any such             *;

(c)             * in the case of any such             *; or

(d)             * in the case of any such             *.

5. The Borrower agrees to pay to each Administrative Agent, for the account of each Conduit Lender in its Lender Group, a usage fee (a “Usage Fee”) for each day that such Conduit Lender shall have funded or maintained a Tranche in respect of which Interest is computed by reference to the CP Rate (each such Tranche, a “CP Tranche”), which Usage Fee each day shall be equal to the product of (i)             * per annum times (ii) the Principal Balance of such CP Tranche on such day. The Usage Fee shall be payable in accordance with the terms set forth in Section 2.05 of the Loan Agreement.

6. The Borrower agrees to pay to each Administrative Agent, for the account of each Lender in its Lender Group, on a pro rata basis, an unused fee (an “Unused Fee”), which Unused Fee each day shall be equal to the product of (a)             * per annum times (b) an amount equal to (i) 102% of the Aggregate Commitment over (ii) the Aggregate Principal Balance on such day. The Unused Fee shall be payable in accordance with the terms set forth in Section 2.05 of the Loan Agreement.

7. The Usage Fee shall be fully earned on and as of each day any CP Tranche funded or maintained by a Conduit Lender shall be outstanding. The Unused Fee shall be fully earned on and as of each day that there is an Unused Commitment. All of the foregoing fees shall be paid in immediately available funds when due and shall be non-refundable when paid.

8. The fees described above shall be in addition to, and not in lieu of, any other components of Interest or fees, expenses, reimbursements, indemnities or other obligations of the Borrower under or in connection with the Loan Agreement.

9. The parties hereto agree that this Fee Letter shall constitute a Facility Document for all purposes of the Loan Agreement. No amendment or waiver of this Fee Letter shall in any event be effective unless the same shall be in writing and signed by the parties hereto, and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given. This Fee Letter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agents and the Lenders and their respective successors and assigns; provided, however, that the Borrower shall not assign its obligations hereunder without the express written consent of the Administrative Agents.

10. THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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11. The Borrower acknowledges and agrees that this Fee Letter and its contents are subject to the confidentiality provisions set forth in Section 10.12 of the Loan Agreement.

12. This Fee Letter may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page for this letter agreement by telecopier shall be effective as the delivery of a manually executed counterpart of such signature page.

13. This Fee Letter amends, restates and replaces in its entirety that certain Fee Letter dated as of April 30, 2009 among the Borrower, the Servicer, the Lenders, the Administrative Agents and the Program Agent (the “Existing Fee Letter”). This Fee Letter is not intended to constitute a novation of the Existing Fee Letter and all fees that have accrued under the Existing Fee Letter up to the date hereof shall be payable as and when required in accordance with the terms thereof. All references in the Loan Agreement or any other Facility Document to a “Fee Letter” shall hereafter mean and be a reference to this Fee Letter.

[Remainder of Page Left Intentionally Blank]

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Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed counterpart of this Fee Letter.

Very truly yours,
JPMORGAN CHASE BANK, N.A., as an Administrative Agent and a Committed Lender
By:	/s/ Brian Honda
	Name: Brian Honda
	Title: Vice President

CHARIOT FUNDING LLC, as a Conduit Lender
By:	JPMorgan Chase Bank, N.A., its Attorney-in-Fact
By:	/s/ Brian Honda
	Name: Brian Honda
	Title: Vice President

Signature Page to

Amended and Restated Fee Letter

CITICORP NORTH AMERICA, INC., as an Administrative Agent
By:	/s/ Karrie L. Truglia
	Name: Karrie L. Truglia
	Title: Vice President

CIESCO, LLC, as a Conduit Lender
By:	Citicorp North America, Inc., its Attorney-in-Fact
By:	/s/ Karrie L. Truglia
	Name: Karrie L. Truglia
	Title: Vice President

CITIBANK, N.A., as a Committed Lender
By:	/s/ Karrie L. Truglia
	Name: Karrie L. Truglia
	Title: Vice President

Signature Page to

Amended and Restated Fee Letter

DEUTSCHE BANK AG, NEW YORK BRANCH, as an Administrative Agent and as a Committed Lender
By:	/s/ Robert Sheldon
	Name: Robert Sheldon
	Title: Managing Director
By:	/s/ Daniel Gerber
	Name: Daniel Gerber
	Title: Director

SEDONA CAPITAL FUNDING CORP., LLC, as a Conduit Lender
By:	/s/ Doris J. Hearn
	Name: Doris J. Hearn
	Title:

Signature Page to

Amended and Restated Fee Letter

THE ROYAL BANK OF SCOTLAND PLC, as an Administrative Agent and as a Committed Lender
By: RBS Securities Inc., as agent
By:	/s/ Mike Zappaterrini
	Name: Mike Zappaterrini
	Title: Managing Director

AMSTERDAM FUNDING CORPORATION, as a Conduit Lender
By:	/s/ Jill A. Russo
	Name: Jill A. Russo
	Title: Vice President

Signature Page to

Amended and Restated Fee Letter

Accepted and agreed to as of the date first written above:

HARLEY-DAVIDSON WAREHOUSE FUNDING CORP., as Borrower
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President, Treasurer and Assistant Secretary

HARLEY-DAVIDSON CREDIT CORP., as Servicer
By:	/s/ Perry A. Glassgow
	Name: Perry A. Glassgow
	Title: Vice President and Treasurer

Signature Page to

Amended and Restated Fee Letter

SCHEDULE I

Level	* average Loss-to-Liquidation Ratio				Dynamic Enhancement Percentage
	In the case of any ____*
	____*	____*	____*	____*
Level I	Less than or equal to ____*	Less than or equal to ____*	Less than or equal to ____*	Less than or equal to ____*	____*
Level II	Greater than Level I and less than or equal to ____*	Greater than Level I and less than or equal to ____*	Greater than Level I and less than or equal to ____*	Greater than Level I and less than or equal to ____*	____*
Level III	Greater than Level II and less than or equal to ____*	Greater than Level II and less than or equal to ____*	Greater than Level II and less than or equal to ____*	Greater than Level II and less than or equal to ____*	____*
Level IV	Greater than Level III and less than or equal to ____*	Greater than Level III and less than or equal to ____*	Greater than Level III and less than or equal to ____*	Greater than Level III and less than or equal to ____*	____*
Level V	Greater than Level IV and less than or equal to ____*	Greater than Level IV and less than or equal to ____*	Greater than Level IV and less than or equal to ____*	Greater than Level IV and less than or equal to ____*	____*
Level VI	Greater than Level V	Greater than Level V	Greater than Level V	Greater than Level V	____*