AMENDMENT NO. 1 to CREDIT AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “Permitted Investment” means:

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

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

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

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

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

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

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

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

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

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

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

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

        “ Applicable Margin ” means the greater of (i) 0.50% and (ii) (x) a percentage determined in accordance with the provisions of this Section 2.6(b) by reference to Harley’s or the Applicable Finco’s, as applicable, Status as established by reference to the following table, multiplied by, (y) on each Rate Set Date, the average of the Markit CDX.NA.IG Series 12 or any successor series (5 Year Period) (the “ Index ”) for the preceding thirty (30) business days (in respect of which the Securities Industry and Financial Markets Association declares the U.S. fixed income market to be open) as available to the applicable office of the Global Administrative Agent, or if fewer, the number of days for which the then current series is in effect:

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

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

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

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

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

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

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

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

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

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

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

        ; 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.

         6.1.11 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 Guara