Fiscal Agency Agreement, dated November 19, 2019, relating to the 0.9% Medium Term Notes due November 2024, among certain subsidiaries of the Company, The Bank of New York Mellon Trust Company, N.A. and The Bank of New York Mellon, London Branch

This Agreement is made on 19 November 2019 between:

WHEREAS:

It is agreed as follows:

Terms defined in the Conditions have the same meaning in this Agreement (except where otherwise defined in this Agreement) and except where the context requires otherwise:

“Agents” means the Fiscal Agent, the Paying Agent, the Registrar and the Transfer Agent or any of them and shall include such other Agent or Agents as may be appointed from time to time hereunder and, except in Clause 16, references to Agents are to them acting solely through their specified offices;

"Applicable Law" means any law or regulation including, but not limited to: (a) any domestic or foreign statute or regulation; (b) any rule or practice of any Authority with which the Agents are bound or accustomed to comply; and (c) any agreement entered into by the Agents and any Authority or between any two or more Authorities;

"Authority" means any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction, domestic or foreign.

“Business Day” means a day, other than Saturday and Sunday, on which commercial banks and foreign exchange markets are open for business in both New York City and London and the TARGET System is operating;

“Certificate” means a certificate representing one or more Notes and, save as provided in the Conditions, comprising the entire holding by a Noteholder of his Notes and, save in the case of a Global Certificate, being substantially in the form set out in Part B of Schedule 1;

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme;

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and any subsequent recodification of such legislation;

“Common Depositary” means a depositary common to Euroclear and Clearstream, Luxembourg;

“Conditions” means the terms and conditions of the Notes which shall be substantially in the form set out in Schedule 2 as modified, with respect to any Notes represented by a Global Certificate, by the provisions of such Global Certificate and shall be endorsed on the relevant Certificate, and any reference to a particularly numbered Condition shall be construed accordingly;

“Direct Rights” has the meaning given in the Deed of Covenant;

“Distribution Compliance Period” means the 40-day distribution compliance period as defined in Regulation S;

“Euroclear” means Euroclear Bank SA/NV;

“Exchange Act” means the U.S Securities Exchange Act of 1934, as amended;

“Exercise Notice” has the meaning given to it in the Conditions and shall be substantially in the form set out in Schedule 5;

“Extraordinary Resolution” has the meaning set out in Schedule 3;

“FATCA Withholding tax” means any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations, agreements or undertakings thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement;

“Fiscal Agent” means The Bank of New York Mellon Trust Company, N.A. at its specified office as fiscal agent hereunder (or such other Fiscal Agent as may be appointed from time to time hereunder);

“Global Certificates” means the Temporary Global Certificate and the Permanent Global Certificate;

“Individual Certificate” means an individual certificate representing one or more Notes in definitive, registered form, in or substantially in the form set out in Part B of Schedule 1, and includes any replacement Individual Certificate issued pursuant to Condition 12;

“Issue Date” means the date on which the Notes have been issued;

“Notes” means the Euro 6000,000,000 0.900 per cent. Guaranteed Notes due 2024 of the lssuer, which expression shall, if the context so admits, include any Global Certificate representing the Notes;

“outstanding” means, in relation to the Notes, all the Notes issued other than (a) those that have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including all interest accrued on such Notes to the date for such redemption and

any interest payable after such date) have been duly paid to the Paying Agent as provided in this Agreement (and where appropriate notice to that effect has been given to the Noteholders in accordance with Condition 14) and remain available for payment against surrender of Certificates representing such Notes, (c) those in respect of which claims have become void or in respect of which claims have become prescribed, (d) those which have been purchased and cancelled as provided in the Conditions and (e) those mutilated or defaced Notes which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 12 and (f) (for the purpose only of determining how many Notes are outstanding and without prejudice to their status for any other purpose of the relevant Notes) those Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued, provided that for the purposes of (1) ascertaining the right to attend and vote at any meeting of the Noteholders and (2) the determination of how many Notes are outstanding for the purposes of Condition 13 and Schedule 3, those Notes which are beneficially held by or on behalf of HDI, the Issuer, the Guarantor or any of the Issuer’s Subsidiaries or HDI’s Subsidiaries and not cancelled shall (unless no longer so held) be deemed not to remain outstanding;

“Paying Agent” means The Bank of New York Mellon, London Branch at its specified office as paying agent hereunder (or such other Paying Agent as may be appointed from time to time hereunder);

“Permanent Global Certificate” means a certificate substantially in the form set out in Part A of Schedule 1 representing Notes that are registered in the name of a nominee for Euroclear, Clearstream, Luxembourg and/or any other clearing system;

“Register” means the register for the Notes maintained by the Registrar;

“Registrar” means The Bank of New York Mellon Trust Company, N.A. at its specified office as registrar hereunder (or such other Registrar as may be appointed from time to time hereunder);

“Regulation S” means Regulation S under the Securities Act;

“Regulations” means the regulations referred to in Clause 11.2;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“specified office” means each of the offices of the Agents specified herein and shall include such other office or offices as may be specified from time to time hereunder;

“Subsidiary” means, at any particular time, a company which is then directly or indirectly controlled, or more than 50 per cent of whose issued equity share capital (or equivalent) is then beneficially owned, by the lssuer and/or one or more of its Subsidiaries. For a company to be “controlled” by another means that the other (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) has the power to appoint and/or remove all or the majority of the members of the board of directors or other governing body of that company or otherwise controls or has the power to control the affairs and policies of that company;

“Taxes” means all taxes, levies, imposts, charges, assessments, deductions, withholdings and related liabilities;

“Temporary Global Certificate” means a certificate substantially in the form set out in Part A of Schedule 1 (including the Temporary Global Certificate Legend set out in Part A of Schedule 1) representing Notes that are registered in the name of a nominee for Euroclear, Clearstream, Luxembourg and/or any other clearing system; and

“Transfer Agent” means The Bank of New York Mellon Trust Company, N.A. at its specified office as transfer agent hereunder and such further or other Transfer Agent or Agents as may be appointed from time to time hereunder.

of the Paying Agent, or, as to moneys remaining unclaimed, shall have been returned to the Issuer as provided in Clause 5 hereof, whichever occurs earlier, there shall at all times be a Paying Agent in respect of the Notes or other Agents for the payment of the principal of and interest (and any additional amounts) on the Notes and a Registrar for transfer and exchange of Notes in accordance with Section 2 of the Conditions.

the Issuer will, free of charge to the Noteholders (but against such indemnity as the Fiscal Agent may reasonably require in respect of any Tax or other duty of whatever nature which may be levied or imposed on the Fiscal Agent in connection with such exchange), cause sufficient number of Individual Certificates to be executed by the Issuer and delivered to the Fiscal Agent for despatch to Noteholders in accordance with the Conditions, this Clause 3.11 and Schedule 4 hereto. In no event shall the Temporary Global Certificate be exchanged for Individual Certificates prior to the expiration of the Distribution Compliance Period and the receipt by the Fiscal Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

Fiscal Agent may require to complete, execute and deliver such Individual Certificates representing its ownership of Notes.

Guarantor if it has not received the confirmation referred to in Clause 4.2 by the time specified for its receipt, unless it is satisfied that it will receive the amount referred to in Clause 4.1.

payment of only part of the amount payable in respect of any Note, the Registrar shall make a note of the details of such payment in the Register.

If claims in respect of any Note become void or prescribed under the Conditions, the Fiscal Agent or the Paying Agent (to the extent it is then in possession of the requisite funds) shall upon request repay to the Issuer the amount that would have been due on such Note if it or the relative Certificate had been surrendered for payment before such claims became void or prescribed. The Fiscal Agent shall not however be otherwise required or entitled to repay any sums received by it under this Agreement.

of which such option has been exercised with it together with the certificate numbers of the Certificates representing them and the Fiscal Agent shall promptly notify such details to the Issuer and the Guarantor.

replacement Individual Certificates as provided below. The Issuer will promptly notify the Fiscal Agent and the Registrar if the authorised signatory of the Issuer whose facsimile signature appears on such stocks of replacement Individual Certificates ceases to be so authorised. In such circumstances the Issuer will promptly, properly and validly appoint a replacement authorised signatory, and upon the request of the Registrar or the Fiscal Agent, will promptly deliver to the Fiscal Agent such number of replacement Individual Certificates as the Registrar or the Fiscal Agent may reasonably request, duly signed manually or in facsimile by such replacement authorised signatory. Upon receipt of such replacement Individual Certificates the Registrar or its agent will be deemed to have been authorised by the Issuer to destroy any previous replacement Individual Certificates and will notify the Issuer of such destruction.

The Transfer Agent to which a Certificate is surrendered for the transfer of, or pursuant to any exercise of the Noteholders’ option referred to in Condition 7(c) relating to, the Notes represented by such Certificate shall forthwith notify the Registrar of (1) the name and address of the holder of the Note(s) appearing on such Certificate, (2) the certificate number of such Certificate and principal amount of the Note(s) represented by it, (3) (in the case of an exercise of the option referred to in Condition 7(c)) the contents of the relevant Exercise Notice, (4) (in the case of a transfer of, or exercise of an option relating to, part only of the Notes represented by such Certificate) the principal amount of the Note(s) to be transferred or in respect of which such option is exercised, and (5) (in the case of a transfer) the name and address of the transferee to be entered on the Register, and, subject to Clause 6.3, shall cancel such Certificate and forward it to the Registrar.

deduction is required by law. In that event, the Issuer and/or the Guarantor shall pay such additional amounts as will result in receipt by the relevant Agent of such amounts which would have been received by it if no such withholding or deduction had been required.

Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Agents be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event.

bankruptcy, makes an assignment for the benefit of its creditors, consents to the appointment of a receiver, administrator or other similar official of all or a substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the insolvency, winding-up or dissolution of such Agent, a receiver, administrator or other similar official of such Agent or all or a substantial part of its property is appointed, a court order is entered approving a petition filed by or against it under applicable bankruptcy or insolvency law, or a public officer takes charge or control of such Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation.

aware. The Issuer shall give Noteholders, as soon as practicable, notice of any termination under Clause 16.5 of which it is aware.

in the case of the Issuer, to it at:

and, in the case of any of the Agents, to it care of:

or any other address of which written notice has been given to the parties in accordance with this Clause. Such communications will take effect, in the case of a letter, when delivered, in the case of a fax, when the relevant delivery receipt is received by the sender or, in the case of an electronic communication, when the relevant receipt of such communication being read is given, or where no read receipt is requested by the sender, at the time of sending, provided that no delivery failure notification is received by the sender within 24 hours of sending such communication; provided that any communication which is received (or deemed to take effect in accordance with the foregoing) outside business hours or on a non-business day in the place of receipt shall be deemed to take effect at the opening of business on the next following business day in such place. Any communication delivered to any party under this Agreement which is to be sent by fax or electronic communication will be written legal evidence.

Each Party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it.

This Agreement has been entered into on the date stated at the beginning.

THE NOTES IN RESPECT OF WHICH THIS GLOBAL CERTIFICATE IS ISSUED (THE “NOTES”) AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. EACH HOLDER AGREES THE NOTES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THE NOTES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) IN RELIANCE ON REGULATION S (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT (A) TO THE ISSUER, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE NOTES ARE TRANSFERRED A NOTICE SUBSTANTIALLY SIMILAR TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. EACH HOLDER REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THE NOTES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S.

[TEMPORARY GLOBAL CERTIFICATE LEGEND]

THE RIGHTS ATTACHING TO THIS TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR A PERMANENT GLOBAL CERTIFICATE, ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED HEREIN).

ISIN:            XS2075185228

Common Code:        207518522

Certificate Number:    [1/2]

This Global Certificate is issued in respect of the principal amount specified above of the Notes (the “Notes”) of Harley-Davidson Financial Services, Inc. (the “Issuer”) and guaranteed by Harley-Davidson Credit Corp. (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of such principal amount of the Notes at the date hereof.

References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 to the Fiscal Agency Agreement (the “Fiscal Agency Agreement”) dated 19 November 2019 between the lssuer, the Guarantor, The Bank of New York Mellon Trust Company, N.A. as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate, which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Fiscal Agency Agreement.

The Issuer, for value received, promises to pay to the holder of the Notes represented by this Global Certificate (subject to surrender of this Global Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Global Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where “Clearing System Business Day” means Monday to Friday inclusive except 25 December and 1 January.

For the purposes of this Global Certificate, (a) the holder of the Notes represented by this Global Certificate is bound by the provisions of the Fiscal Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the

Notes represented by this Global Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of the Notes represented by this Global Certificate.

Transfers of the holding of Notes represented by this Global Certificate pursuant to Condition 2(a) may only be made in part:

provided that, in the case of the first transfer of part of a holding pursuant to (i) or (ii) above, the holder of the Notes represented by this Global Certificate has given the Registrar not less than 30 days’ notice at its specified office of such holder’s intention to effect such transfer. Where the holding of Notes represented by this Global Certificate is only transferable in its entirety, the Certificate issued to the transferee upon transfer of such holding shall be a Global Certificate. Where transfers are permitted in part, Certificates issued to transferees shall not be Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System.

Cancellation of any Notes represented by this Global Certificate in accordance with the Conditions will be effected by the Registrar making a notation of such cancelation in the Register, and by a corresponding reduction in the principal amount of Notes represented by this Global Certificate.

For the purposes of any meeting of Noteholders, the holder of the Notes represented by this Global Certificate shall (unless this Global Certificate represents only one Note) be treated as two persons for the purposes of any quorum requirements of, or the right to demand a poll at, a meeting of Noteholders and as being entitled to one vote in respect of each integral currency unit of the currency of the Notes.

Transfers of interests in the Notes in respect of which this Global Certificate is issued shall be made in accordance with the Fiscal Agency Agreement.

Notices required to be given in respect of the Notes represented by this Global Certificate may be given by their being delivered (so long as this Global Certificate is held on behalf of Euroclear and Clearstream, Luxembourg or an Alternative Clearing System) to Euroclear, Clearstream, Luxembourg

or an Alternative Clearing System, as the case may be, or otherwise to the holder of this Global Certificate, rather than by publication as required by the Conditions, except that so long as the Notes are listed, traded or quoted on any stock exchange or securities market, notices shall also be published in a manner which complies with the rules and regulations of the relevant listing authority, stock exchange, securities market and/or quotation system. Any such notice shall be deemed to have been given to the holders of the Certificates on the day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg and/or such other relevant clearing system.

Following the occurrence of any of the events set out in Condition 10, the holder of the Notes represented by this Global Certificate may exercise its right under Condition 10 to declare some or all of the Notes represented by this Global Certificate immediately due and payable by stating in the notice to the Fiscal Agent the principal amount of Notes to which such notice relates.

If principal in respect of any Notes is not paid when due, the holder of the Notes represented by this Global Certificate may (subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and the Guarantor as of 19 November 2019 (a copy of which is available for inspection at the specified office of the Fiscal Agent and which the Issuer and the Guarantor acknowledges to apply to the Notes represented by this Global Certificate) shall come into effect in respect of a principal amount of Notes up to the aggregate principal amount in respect of which such failure to pay has occurred. Such election shall be made by notice to the Fiscal Agent by the holder of the Notes represented by this Global Certificate specifying the principal amount of Notes represented by this Global Certificate in respect of which Direct Rights shall arise under the Deed of Covenant. Upon each such notice being given, this Global Certificate and the corresponding entry in the Register shall become void to the extent of the principal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason.

No such election may however be made unless the transfer of the whole or a part of the holding of Notes represented by this Global Certificate shall have been improperly withheld or refused. This Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar.

This Global Certificate and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

In witness whereof the Issuer has caused this Global Certificate to be signed on its behalf.

Dated as of the Issue Date.

By:     

By:     

Authorised Signatory

For the purposes of authentication only.

For value received the undersigned transfers to

    

    

[●] principal amount of the Notes represented by this Global Certificate, and all rights under them.

Notes:

On the front:

THE NOTES IN RESPECT OF WHICH THIS CERTIFICATE IS ISSUED (THE “NOTES”) AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. EACH HOLDER AGREES THE NOTES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THE NOTES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) IN RELIANCE ON REGULATION S (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT (A) TO THE ISSUER, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE NOTES ARE TRANSFERRED A NOTICE SUBSTANTIALLY SIMILAR TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. EACH HOLDER REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THE NOTES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S.

ISIN:            XS2075185228

Common Code:        207518522

Certificate Number:    [●]

This Certificate certifies that [●] of [●] (the “Registered Holder”) is, as at the date hereof, registered as the holder of [principal amount] of the Notes referred to above (the “Notes”) of Harley-Davidson Financial Services, Inc. (the “Issuer”) guaranteed by Harley-Davidson Credit Corp. (the “Guarantor”). The Notes are subject to the Terms and Conditions (the “Conditions”) endorsed hereon. Expressions defined in the Conditions have the same meanings in this Certificate.

The Issuer, for value received, promises to pay to, or to the order of, the holder of the Notes represented by this Certificate (subject to surrender of this Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Certificate and to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

For the purposes of this Certificate, (a) the holder of the Notes represented by this Certificate is bound by the provisions of the Fiscal Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Certificate, (c) this Certificate is evidence of entitlement only, (d) title to the Notes represented by this Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Certificate is entitled to payments in respect of the Notes represented by this Certificate.

This Certificate and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, the laws of England.

In witness whereof the Issuer has caused this Certificate to be signed on its behalf.

Dated as of [insert date].

By:     

On the back:

For value received the undersigned transfers to

    

    

[●] principal amount of the Notes represented by this Certificate, and all rights under them.

Notes:

Unless the context otherwise required, capitalised terms used in this Form of Transfer have the same meaning as in the Fiscal Agency Agreement dated [DATE] 2019 between the lssuer, the Guarantor, [AGENT] as fiscal agent and the other agents named in it.

[TO BE COMPLETED BY TRANSFEREE:

[INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS ETC.]]

[At the foot of the Individual Certificate]

The issue of €600,000,000 0.900 per cent. Guaranteed Notes due 2024 (the "Notes", which expression shall in these terms and conditions (the "Conditions"), unless the context otherwise requires, include any further notes issued pursuant to Condition 16 and forming a single series with the Notes) was authorised by a resolution of the Board of Directors of Harley Davidson Financial Services, Inc. (the "Issuer") passed on 31 October 2019 and the guarantee of the Notes was authorised by a resolution of the Board of Directors of Harley Davidson Credit Corp. (the "Guarantor") passed on 30 October 2019. A fiscal agency agreement dated 19 November 2019 (the "Fiscal Agency Agreement") has been entered into in relation to the Notes between the Issuer, the Guarantor, The Bank of New York Mellon Trust Company, N.A. as fiscal agent and transfer agent, The Bank of New York Mellon Trust Company, N.A. as registrar and The Bank of New York Mellon, London Branch as paying agent. The Notes have the benefit of: (i) a Deed of Covenant (the "Deed of Covenant") dated 19 November 2019 executed by the Issuer and the Guarantor relating to the Notes; and (ii) a Deed of Guarantee (the "Deed of Guarantee") dated 19 November 2019 executed by the Guarantor relating to the Notes. The fiscal agent, the registrar, the transfer agent and the paying agent are referred to respectively as the "Fiscal Agent", the "Registrar", the "Transfer Agent" and the "Paying Agent". "Agents" means the Fiscal Agent, the Registrar, the Transfer Agent and any other agent or agents appointed from time to time with respect to the Notes. The Fiscal Agency Agreement includes the form of the Notes.

Copies of the Fiscal Agency Agreement, the Deed of Covenant, the Deed of Guarantee and the Support Agreement are available for inspection during normal business hours at the specified offices of the Fiscal Agent, the Registrar and the Transfer Agent.

The Noteholders (as defined below) are deemed to have notice of all the provisions of the Fiscal Agency Agreement and are entitled to the benefit of and are deemed to have notice of all the provisions of the Deed of Covenant and the Deed of Guarantee applicable to them.

All capitalised terms that are not defined in these Conditions will have the meanings given to them in the Fiscal Agency Agreement.

The Notes are issued in the specified denomination of €100,000 and integral multiples of €1,000 in excess thereof.

The Notes are represented by registered certificates ("Certificates") and, save as provided in Condition 2(a), each Certificate shall represent the entire holding of Notes by the same holder.

Title to the Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Fiscal Agency Agreement (the "Register"). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note shall be deemed to be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on the Certificate representing it or the theft or loss of such Certificate and no person shall be liable for so treating the holder.

In these Conditions, "Noteholder" and "holder" means the person in whose name a Note is registered.

(a) Transfer: A holding of Notes may, subject to Condition 2(e), be transferred in whole or in part upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate(s) representing such Notes to be transferred, together with the form of transfer endorsed on such Certificate(s) (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or any Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. In the case of a transfer of Notes to a person who is already a holder of Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. All transfers of Notes and entries on the Register will be made in accordance with the detailed regulations concerning transfers of Notes scheduled to the Fiscal Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar, the Fiscal Agent and the Paying Agent, provided that any such change is not prejudicial to the interests of the Noteholders. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request.

(b) Exercise of Options or Partial Redemption in Respect of Notes: In the case of an exercise of a Noteholders' option in respect of, or a partial redemption of, a holding of Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent.

(c) Delivery of New Certificates: Each new Certificate to be issued pursuant to Condition 2(a) or 2(b) shall be available for delivery within three business days of receipt of a duly completed form of transfer or Exercise Notice (as defined in Condition 7(c)) and surrender of the existing Certificate(s). Delivery of the new Certificate(s) shall be made at the specified office of any Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer or Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to any Transfer Agent or the Registrar (as the case may be) the costs of such other method of delivery and/ or such insurance as it may specify. In this Condition 2(c), "business day" means a day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be).

(d) Transfer or Exercise Free of Charge: Certificates, on transfer, exercise of an option or partial redemption, shall be issued and registered without charge by or on behalf of the Issuer, the Registrar or any Transfer Agent, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or any Transfer Agent may require).

(e) Closed Periods: No Noteholder may require the transfer of a Note to be registered (i) during the period of 15 days ending on (and including) the due date for redemption of that Note, (ii) after any

such Note has been called for redemption, or (iii) during the period of seven days ending on (and including) any Record Date (as defined in Condition 8(a)(ii)).

The Notes constitute direct, unconditional and (subject to Condition 5) unsecured obligations of the Issuer and shall at all times rank and will rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 5, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

(a) Guarantee: The Guarantor has unconditionally, irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Notes. The Guarantor's obligations in that respect (the "Guarantee") are set out in the Deed of Guarantee.

(b) Status: The Guarantee constitutes direct, unsecured and unconditional obligations of the Guarantor. The obligations of the Guarantor under the Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 5, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

(c) Limitations: Anything to the contrary in these Conditions notwithstanding, the Guarantee by the Guarantor shall be, and hereby is, limited to the maximum amount that can be guaranteed by the Guarantor without rendering the Guarantee, as it relates to the Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally.

Each of the Issuer and the Guarantor covenants that, for so long as any Certificate is outstanding:

5.1 Negative Pledge

(a) The Issuer and the Guarantor will not, nor will they permit any of their Subsidiaries to issue or assume any Indebtedness secured by a Lien upon any Property (now owned or hereinafter acquired) of the Issuer or the Guarantor or any such Subsidiary without in any such case effectively providing concurrently with the issuance or assumption of any such Indebtedness that all of the Notes outstanding (together with, if the Issuer or the Guarantor shall so determine, any other Indebtedness of the Issuer or the Guarantor or any such Subsidiary ranking equally with the Notes) shall be secured equally and rateably with such Indebtedness.

(b) The restrictions set forth in paragraph (a) above will not, however, apply if the aggregate amount of such Indebtedness so secured by Liens, together with all other Indebtedness of the Issuer, the Guarantor or such Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to such restrictions, but not including Indebtedness permitted to be secured under paragraphs (c)(i) to (c)(xiv) below, does not at the time exceed 15 per cent. of the Consolidated Net Tangible Assets.

(c) The restrictions set forth in paragraphs (a) and (b) above shall not apply to Indebtedness secured by:

(i) Liens existing on the issue date of the Notes;

(ii) Liens on any Property of any company existing at the time such company becomes a Subsidiary of the Issuer or the Guarantor, which Liens are not created in contemplation of such company becoming a Subsidiary of the Issuer or the Guarantor;

(iii) Liens on any Property existing at the time such Property is acquired by the Issuer, the Guarantor or a Subsidiary of the Issuer or the Guarantor, or Liens to secure the payment of all or any part of the purchase price of such Property upon the acquisition of such Property by the Issuer, the Guarantor or a Subsidiary of the Issuer or the Guarantor or to secure any Indebtedness incurred prior to, at the time of, or within 180 days after, the later of the date of acquisition of such Property and the date such Property is placed in service, for the purpose of financing all or any part of the purchase price thereof, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Issuer, the Guarantor or a Subsidiary of the Issuer or the Guarantor of improvements to such acquired Property or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price of the cost of construction of the Property subject to such Liens;

(iv) Liens securing any Indebtedness of the Issuer, a Subsidiary of the Issuer or the Guarantor owing to the Issuer, the Guarantor or to another Subsidiary of the Issuer or the Guarantor;

(v) Liens created in connection with a securitisation or other asset--based financing;

(vi) Liens with respect to the payment of taxes, assessments or governmental charges in all cases which are not yet due or which are being contested in good faith;

(vii) statutory Liens of landlords and Liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith;

(viii) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money), surety, appeal and performance bonds;

(ix) Liens arising with respect to zoning restrictions, easements, licences, reservations, covenants, rights--of--way, utility easements, building restrictions and other similar charges or encumbrances on the use of real property which do not interfere with the ordinary conduct of the business of the Issuer, the Guarantor or any of their respective Subsidiaries;

(x) Liens of attachment or judgment with respect to judgments, writs or warrants of attachment, or similar process against the Issuer, the Guarantor or any of their respective Subsidiaries;

(xi) Liens arising from leases, subleases or licences granted to others which do not interfere in any material respect with the business of the Issuer, the Guarantor or any of their respective Subsidiaries;

(xii) any interest or title of the lessor in the Property subject to any operating lease (as determined in accordance with US GAAP as in effect as of issue date of the Notes) entered into by the Issuer, the Guarantor or any of their respective Subsidiaries in the ordinary course of business;

(xiii) Liens, if any, in connection with any sale/leaseback transaction; and

(xiv) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (i) to (xiii); provided, however, that such new Lien is limited to the Property which was subject to the prior Lien immediately before such extension, renewal or replacement, and provided, further, that the principal amount of Indebtedness secured by the prior Lien immediately before such extension, renewal or replacement is not increased.

For the purposes of these Conditions:

(i) “Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalised lease for financial reporting purposes in accordance with US GAAP as in effect on the issue date of the Notes; and the amount of Indebtedness represented by such obligation will be the capitalised amount of such obligation determined in accordance with US GAAP as in effect on the issue date of the Notes; and the stated maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty;

(ii) “Consolidated Net Tangible Assets” means the consolidated total assets of the Issuer and its Subsidiaries taken as one enterprise as reflected in the Issuer’s most recent consolidated balance sheet preceding the date of determination prepared in accordance with US GAAP consistently applied, less (a) all current liabilities, excluding current maturities of long--term debt and Capital Lease Obligations, and (b) all goodwill, tradenames, trademarks, patents, minority interests of others, unamortised debt discount and expense and other similar intangible assets, excluding any investments in permits or licenses;

(iii) “Lien” means any mortgage, pledge, lien, security interest, charge or other encumbrance or preferential arrangement (including any conditional sale or other title retention agreement or lease in the nature thereof other than a title retention agreement in connection with the purchase of goods in the ordinary course of business which is outstanding for not more than 90 days); and

(iv) “Property” means any asset, revenue or any other property, whether tangible or intangible, real or personal, including, without limitation, any right to receive income.

The Issuer shall not permit any change to be made to the terms of the Support Agreement.

(a) Issuer May Consolidate, Etc., Only on Certain Terms

The Issuer shall not merge or consolidate with or into any other person or convey, transfer, lease or otherwise dispose (in each case excluding any pledge) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any person, unless:

(i) either (A) the Issuer shall be the continuing person (in the case of a merger), or (B) the successor person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Issuer shall be a Corporation organised and existing under the laws of the United States or any state thereof and shall expressly assume, by way of deed poll, executed by such successor Corporation and the Guarantor and delivered to the Fiscal Agent, the due and punctual payment of the principal of, premium, if any, and interest on, and any additional amounts with respect to, the Notes and the due and punctual performance and observance of every obligation in the Notes on the part of the Issuer to be performed or observed;

(ii) at the time of such proposed transaction and immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Issuer and the Guarantor as a result of such transaction as having been incurred by the Issuer at the time of such transaction, no

Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing;

(iii) the Guarantee shall remain in full force and effect; and

(iv) either the Issuer or the successor person shall have delivered to the Fiscal Agent a certificate signed by two directors of the Issuer and an opinion of independent legal advisers of recognised standing, each stating that such consolidation, merger, conveyance, transfer or lease and, if a deed poll is required in connection with such transaction, such deed poll complies with this Condition 5.3 and that all conditions precedent herein provided for relating to such transaction have been complied with. No such consolidation, merger, conveyance, transfer or lease shall be permitted by this Condition 5.3 unless prior thereto the Guarantor shall have delivered to the Fiscal Agent a certificate signed by two directors of the Issuer and an opinion of independent legal advisers of recognised standing, each stating that the Guarantor's obligations hereunder shall remain in full force and effect thereafter.

(b) The Guarantor May Consolidate, Etc., Only on Certain Terms

The Guarantor shall not consolidate with or merge into any other person (whether or not affiliated with the Guarantor), or convey, transfer or lease (in each case excluding any pledge) its properties and assets as an entirety or substantially as an entirety to any other person (whether or not affiliated with the Guarantor), unless:

(i) either (A) the Guarantor shall be the continuing person (in the case of a merger), or (B) the successor person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Guarantor shall be a Corporation organised and existing under the laws of the United States or any state thereof and shall expressly assume, by a supplemental deed of guarantee, executed by such successor Corporation and the Issuer, the due and punctual payment of the principal of, premium, if any, and interest on, and any additional amounts with respect to, all the Notes and the due and punctual performance and observance of every obligation in the Notes and the Guarantee on the part of the Guarantor to be performed or observed;

(ii) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;

(iii) the Guarantee (other than the Guarantee of the Guarantor (subject to paragraph (i) above) shall remain in full force and effect; and

(iv) either the Guarantor or the successor person shall have delivered to the Fiscal Agent a certificate signed by two directors of the Issuer and an opinion of independent legal advisers of recognised standing, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental guarantee is required in connection with such transaction, such supplemental guarantee complies with this Condition 5.3 and that all conditions precedent herein provided for relating to such transaction have been complied with. No such consolidation, merger, conveyance, transfer or lease shall be permitted by this Condition 5.3 unless prior thereto the Guarantor shall have delivered to the Fiscal Agent a certificate signed by two directors of the Issuer and an opinion of independent legal advisers of recognised standing, each stating that the Guarantor's obligations hereunder shall remain in full force and effect thereafter.

The Notes bear interest on their outstanding principal amount from and including 19 November 2019 (the "Interest Commencement Date") at the rate of 0.900 per cent. per annum, payable annually in arrear on 19 November in each year (each an "Interest Payment Date"). Each Note will cease to bear interest from the due date for redemption unless, upon surrender of the Certificate representing such Note, payment of principal is improperly withheld or refused. In such event it shall continue to bear interest at such rate (both before and after judgment) until whichever is the earlier of (a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant holder, and (b) the day seven days after the Fiscal Agent or the Paying Agent has notified Noteholders of receipt of all sums due in respect of all the Notes up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holders under these Conditions).

The period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date is called an "Interest Period".

The amount of interest payable per €1,000 principal amount of Notes (the "Calculation Amount") for any period shall be equal to the product of the rate of interest specified above, the Calculation Amount and the day--count fraction for the relevant period, rounding the resulting figure to the nearest cent (half a cent being rounded upwards).

When interest is required to be calculated in respect of a period of less than a full year, it shall be calculated by applying the rate of 0.900 per cent. per annum to each Calculation Amount and on the basis of (a) the actual number of days in the period from and including the date from which interest begins to accrue (the "Accrual Date") to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date. The resultant figure shall be rounded to the nearest cent, half a cent being rounded upwards. The interest payable in respect of a Note shall be the product of such rounded figure and the amount by which the Calculation Amount is multiplied to reach the denomination of the relevant Note, without any further rounding.

(a) Final Redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on 19 November 2024 (the "Maturity Date"). The Notes may not be redeemed at the option of the Issuer or the Guarantor other than in accordance with this Condition 7.

(b) Redemption for Taxation and other Reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving no fewer than 10 nor more than 30 days' notice to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable), at their principal amount, (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer (or, if the Guarantee were called, the Guarantor) has or will become obliged to pay additional amounts as provided or referred to in Condition 9 as a result of any change in, or amendment to, the laws or regulations of the United States or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 15 November 2019, and (ii) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable measures

available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the Guarantor, as the case may be) would be obliged to pay such additional amounts were a payment in respect of the Notes (or the Guarantee, as the case may be) then due. Prior to the publication of any notice of redemption pursuant to this Condition 7(b), the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer (or the Guarantor, as the case may be) stating that the Issuer (or the Guarantor, as the case may be) is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer (or the relevant Guarantor, as the case may be) has or will become obliged to pay such additional amounts as a result of such change or amendment.

(c) Redemption at the Option of Noteholders: If an HDI Change of Control Triggering Event (as defined below) occurs, the Issuer shall, at the option of the holder of any Note (unless prior to the giving of the relevant Exercise Notice (as defined below) the Issuer has given notice of redemption under Condition 7(b)), redeem in whole (but not in part) such Note on the Put Date (as defined below) at a price of 101 per cent. of its outstanding principal amount together with interest (if any) accrued to (but excluding) the Put Date.

Promptly upon the Issuer becoming aware that an HDI Change of Control Triggering Event has occurred, the Issuer shall give notice (a "Change of Control Notice") to the Noteholders in accordance with Condition 14 specifying the nature of the Change of Control and the procedure for exercising such option.

For the purpose of these Conditions:

(i) "Below Investment Grade Rating Event" means the means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60--day period after the earlier of (1) the occurrence of an HDI Change of Control and (2) public notice of the intention of Harley--Davidson, Inc. ("HDI") to effect an HDI Change of Control (which 60--day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular HDI Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of HDI Change of Control Triggering Event in these Conditions) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable HDI Change of Control (whether or not the applicable HDI Change of Control shall have occurred at the time of the Below Investment Grade Rating Event);

(ii) "Fitch" means Fitch Ratings, Inc.;

(iii) "HDI Change of Control" means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than HDI or one of its subsidiaries, becomes the beneficial owner (as defined in Rules 13d--3 and 13d--5 under the Exchange Act), directly or indirectly, of more than 50 per cent. of the Voting Stock of HDI or other Voting Stock into which the Voting Stock of HDI is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by

way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of HDI and the assets of the subsidiaries of HDI, taken as a whole, to one or more persons, other than HDI or one of its subsidiaries. Notwithstanding the foregoing, a transaction will not be deemed to be an HDI Change of Control if (1) HDI becomes a direct or indirect wholly--owned subsidiary of a holding company and (2) (A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of HDI immediately prior to that transaction or (B) immediately following that transaction no "person" (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50 per cent. of the Voting Stock of such holding company;

(iv) "HDI Change of Control Triggering Event" means the occurrence of both an HDI Change of Control and a Below Investment Grade Rating Event;

(v) "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's, BBB-- (or the equivalent) by S&P and BBB-- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer;

(vi) "Moody's" means Moody's Investors Service, Inc.;

(vii) "Rating Agencies" means (1) each of Moody's, S&P and Fitch, and (2) if any of Moody's, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer's control, a "nationally recognized statistical rating organization" within the meaning of Rule 15c3--1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer (as certified by a resolution of the Issuer's Board of Directors) as a replacement agency for Moody's, S&P or Fitch, as the case may be;

(viii) "S&P" means Standard & Poor's Ratings Services;

(ix) "Voting Stock" means, with respect to any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person;

(x) "Put Date" shall be the tenth Business Day after the expiry of the Put Period; and

(xi) "Put Period" shall be the period of 30 days after a Change of Control Notice is given.

To exercise such option the holder must surrender the Certificate representing such Note to any Transfer Agent or the Registrar at its specified office at any time during the Put Period, together with a duly completed exercise notice ("Exercise Notice") in the form obtainable from any Transfer Agent or the Registrar within the Put Period. No Certificate so surrendered and option so exercised may be withdrawn (except as provided in the Fiscal Agency Agreement) without the prior consent of the Issuer, provided however that:

(i) if prior to the relevant Put Date the Notes evidenced by any Certificate so surrendered become immediately due and payable; or

(ii) if payment of the redemption monies in respect of the Note(s) represented by any Certificate so surrendered is improperly withheld or refused,

such Certificate shall, without prejudice to the exercise of the option, be returned to the holder by uninsured post to, and at the risk of, the relevant Noteholder (unless the Noteholder otherwise requests and pays the costs of such insurance in advance to the relevant Agent) to such address as may have

been given by the Noteholder in the Exercise Notice or, where no address has been given, to the address appearing in the Register. The Issuer shall redeem the relevant Notes on the Put Date unless previously redeemed and cancelled.

(d) Clean--up call: In the event that 95 per cent. or more in principal amount of the Notes originally issued have been redeemed pursuant to Condition 7(c), the Issuer may, on giving no fewer than 10 nor more than 30 days' notice to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable) redeem all, but not some only, of the Notes then outstanding at a price of 101 per cent. of the outstanding principal amount of each Note together with interest accrued thereon to but excluding the date of such redemption. Any such notice of redemption given pursuant to this Condition 7(d) shall be given no later than 30 days following the Put Date referred to in Condition 7(c).

(e) Make--whole: the Issuer may, on giving no fewer than 10 nor more than 30 days' notice to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable) redeem all of the Notes. Any such redemption of Notes shall:

(A) where such redemption date falls any time on or after 19 August 2024, be at a price which shall be equal to the principal amount of the Notes with interest accrued to (but excluding) the date of such redemption; and

(B) where such redemption date falls any time before 19 August 2024, be at a price which shall be equal to the higher of the following, in each case together with interest accrued to (but excluding) the date of such redemption: (a) 100 per cent. of the nominal amount of the Notes being redeemed; or (b) the price (as reported to the Issuer and the Fiscal Agent by the Financial Adviser and expressed as a percentage) that provides for a Gross Redemption Yield on such Notes on the Reference Date equal (after adjusting for any difference in compounding frequency) to the Reference Bond Rate at the Specified Time on the Reference Date, plus the Redemption Margin.

For the purpose of these Conditions:

(i) "Financial Adviser" means an investment banking, accountancy, appraisal or financial advisory firm with international standing that has (in the reasonable opinion of the Issuer) appropriate expertise relevant to the determination required to be made under this Condition 7(e) selected by the Issuer;

(ii) "Gross Redemption Yield" means a yield expressed as a percentage and calculated by the Financial Adviser in accordance with generally accepted market practice;

(iii) "Redemption Margin" shall be 0.25%;

(iv) "Reference Bond" means OBL 0.000% due 18 October 2024 (ISIN: DE0001141802);

(v) "Reference Bond Rate" means the actual yield per annum calculated by the Financial Adviser in accordance with generally accepted market practice by reference to the arithmetic mean of the middle market prices provided by three Reference Dealers for the Reference Bond;

(vi) "Reference Date" means the fifth London Business Day prior to the date of redemption;

(vii) "Reference Dealer" means a bank selected by the relevant Issuer or its affiliates in consultation with the Financial Adviser which is (A) a primary government securities dealer, or (B) a market maker in pricing corporate bond issues; and

(viii) "Specified Time" shall be 11:00 am London time.

(f) Purchase: The Issuer, the Guarantor and their respective Subsidiaries (as defined in the Fiscal Agency Agreement) may at any time purchase Notes in the open market or otherwise at any price.

(g) Cancellation: All Certificates representing Notes purchased by or on behalf of the Issuer, the Guarantor or any of their respective Subsidiaries shall be surrendered for cancellation. Any Certificates so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer in respect of any such Notes shall be discharged.

(a) Method of Payment:

(iii) Payments of principal shall be made (subject to surrender of the relevant Certificates at the specified office of the Paying Agent in the manner provided in paragraph (ii) below.

(iv) Interest on each Note shall be paid to the person shown on the Register at the close of business on the business day before the due date for payment thereof (the "Record Date"). Payments of interest on each Note shall be made in Euro by cheque drawn on a bank and mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar, the Paying Agent or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in Euro maintained by the payee with a bank.

(v) If the amount of principal being paid upon surrender of the relevant Certificate is less than the outstanding principal amount of such Certificate, the Registrar will annotate the Register with the amount of principal so paid and will (if so requested by the Issuer or a Noteholder) issue a new Certificate with a principal amount equal to the remaining unpaid outstanding principal amount. If the amount of interest being paid is less than the amount then due, the Registrar will annotate the Register with the amount of interest so paid.

(b) Payments subject to Laws: Save as provided in Condition 9, payments will be subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment or other laws and regulations to which the Issuer or the Guarantor or their respective agents agree to be subject and neither the Issuer nor the Guarantor will be liable for any taxes or duties of whatever nature imposed or levied by such laws, regulations, directives or agreements. No commission or expenses shall be charged to the Noteholders in respect of such payments.

(c) Payment Initiation: Where payment is to be made by transfer to an account in Euro, payment instructions (for value the due date, or if that is not a Business Day, for value the first following day which is a Business Day) will be initiated, and, where payment is to be made by cheque, the cheque will be mailed on the last day on which the Paying Agent is open for business preceding the due date for payment or, in the case of payments of principal (and accrued interest, if applicable) where the relevant Certificate has not been surrendered at the specified office of the Payment Agent, on a day on which the Paying Agent is open for business and on which the relevant Certificate is surrendered.

(d) Appointment of Agents: The Fiscal Agent, the Registrar, the Paying Agent and the Transfer Agent initially appointed by the Issuer and their respective specified offices are listed below. The Fiscal Agent, the Registrar, the Paying Agent and the Transfer Agents act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any Noteholder. The Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal Agent, the Registrar, the Paying Agent or any Transfer Agent and to appoint additional or other Agents, provided that the Issuer shall at all times maintain (i) a Paying Agent located in a European city, (ii) a Registrar, (iii) a Transfer Agent, and (iv) such other agents as may be required by any other stock exchange on which the Notes may be listed.

Notice of any change of any specified office shall promptly be given to the Noteholders in accordance with Condition 14.

(e) Delay in Payment: Noteholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due on a Note if the due date is not a Business Day, if the Noteholder is late in surrendering or cannot surrender its Certificate (if required to do so) or if a cheque mailed in accordance with Condition 8(a)(ii) arrives after the due date for payment.

(f) Non--Business Days: If any date for payment in respect of any Note is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment.

In this Condition 8, "business day" means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets are open for business in the place in which the specified office of the Registrar is located and a day on which the TARGET System is open.

All payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes or under the Guarantee shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the United States or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law and/or by agreement of the Issuer or the Guarantor. In that event the Issuer or, as the case may be, the Guarantor shall pay such additional amounts as will result in receipt by the Noteholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Note:

(a) Other connection: held by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note by reason of his having some connection with the United States, other than the mere holding of the Note;

(b) Surrender more than 30 days after the Relevant Date: in cases where surrender is required, in respect of which the Certificate representing such Note is surrendered for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder of it would have been entitled to such additional amounts on surrendering the Certificate representing such Note for payment on the last day of such period of 30 days assuming that day to have been a business day (as defined in Condition 8);

(c) FATCA: where such withholding or deduction is imposed under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any regulations or other guidance promulgated thereunder, an agreement described in Section 1471(b)(1) of the Code or any intergovernmental agreement implementing such provisions of the Code or an alternative approach thereto or any laws, regulations, agreements, undertakings or official interpretations implementing any of the foregoing;

(d) Payment by another Agent: where the Certificate representing such Note is surrendered for payment by or on behalf of a Noteholder who would have been able to avoid such withholding or deduction by surrendering the relevant Certificate to another Agent in a Member State of the European Union;

(e) Certification: where such withholding or deduction would not have been imposed had the Holder or any third party complied with any applicable certification, identification or other reporting

requirements (such as a U.S. Internal Revenue Service Form W--8) concerning the nationality, residence or identity of the Holder, beneficial owner of the Notes or third party, or its connection (or lack thereof) with the relevant taxing jurisdiction;

(f) 10% Shareholders: where such withholding or deduction is imposed because the holder of the Note is considered a 10% shareholder of the Issuer or the Guarantor for purposes of Sections 871(h)(3) or 881(c)(3) of the Code;

(g) Related Controlled Foreign Corporations: where such withholding or deduction is imposed because the holder of the Note is considered a "controlled foreign corporation" (as defined in Section 957 of the Code) related to the Issuer through stock ownership of the Issuer or the Guarantor for purposes of Section 881(c)(3)(C)of the Code;

(h) Certain banks: where such withholding or deduction is imposed because the holder (1) is a bank purchasing the Note in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the Note for investment purposes only nor (B) buying the Note for resale to a third party that either is not a bank or will not hold the Note for investment purposes only;

(i) where such withholding or deduction is payable by reason of any combination of (a) through (h) above.

"Relevant Date" in respect of any Note means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further surrender of the Certificate representing such Note being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such surrender.

Any reference in these Conditions to principal or interest shall be deemed to include any additional amounts in respect of principal or interest (as the case may be) which may be payable under this Condition 9.

If any of the following events ("Events of Default") occurs and is continuing:

(a) Non--Payment: either the Issuer or the Guarantor pursuant to the Guarantee fails to pay the principal of or any interest on any of the Notes (or as the case may be under the Guarantee) when due and such failure continues for a period of seven days in the case of principal or 14 days in the case of interest or any other amounts payable pursuant to these Conditions; or

(b) Breach of Other Obligations: either the Issuer or the Guarantor does not perform or comply with any one or more of its covenants or other obligations under these Conditions or under the Guarantee which default is incapable of remedy or is not remedied within 30 days after notice of such default shall have been given to the Fiscal Agent at its specified office by any Noteholder; or

(c) Support Agreement: the Support Agreement shall have been terminated or revoked or HDI refuses to perform or otherwise breaches any of its obligations therein or thereunder or the Support Agreement or any provision thereof otherwise becomes unenforceable for any reason unless, prior to such termination, revocation, refusal to perform, breach or unenforceability, each of Standard & Poor's Ratings Services, a division of The McGraw--Hill Companies, Inc., Moody's Investors Service, Inc., Fitch Ratings, Inc. and any other "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g)(2) under the US Securities Act of 1933, as amended) then

rating the Notes at the Issuer's request, has confirmed that the rating assigned to the Notes by such rating agency immediately prior to such termination, revocation, refusal to perform, breach or unenforceability, will not be downgraded as a result of such termination, revocation, refusal to perform, breach or unenforceability of the Support Agreement; or

(d) Cross--Default: (i) any other present or future Indebtedness of the Issuer, the Guarantor or any of the Issuer's other Subsidiaries becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (ii) any such Indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, provided that the aggregate amount of the relevant Indebtedness in respect of which one or more of the events mentioned above in this Condition 10(d) have occurred equals or exceeds U.S.$25,000,000 or its equivalent (on the basis of the middle spot rate for the relevant currency against the U.S. dollar as quoted by any leading bank on the day on which this paragraph operates); or

(e) Enforcement Proceedings: a distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or a material part of the property, assets or revenues of the Issuer, the Guarantor or any of the Issuer's other Material Subsidiaries and is not discharged, dismissed or stayed within 30 days; or

(f) Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer, the Guarantor or any of the Issuer's other Material Subsidiaries over all or a material part of its assets becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator, manager or other similar person) and is not discharged, dismissed or stayed within 30 days; or

(g) Order to Pay Specified Amount: one or more judgments or orders for the payment of any sum in excess of U.S.$25,000,000 or its equivalent (on the basis of the middle spot rate for the relevant currency against the U.S. dollar as quoted by any leading bank on the day on which this paragraph operates), whether individually or in aggregate, is (or are) rendered against the Issuer, the Guarantor and/or any of the Issuer's other Material Subsidiaries and continue(s) unsatisfied and unstayed for a period of 30 days after the date thereof; or

(h) Insolvency, etc.: the Issuer, the Guarantor or any of the Issuer's other Material Subsidiaries, or, so long as the Support Agreement continues to be in full force and effect, HDI is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, or stops, suspends or threatens to stop or suspend payment of all or a material part of (or all of a particular type of) its debts, or proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any material part which it will or might otherwise be unable to pay when due), or proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts, or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any material part of (or of a particular type of) the debts of the Issuer, the Guarantor or any of the Issuer's other Material Subsidiaries, or, so long as the Support Agreement continues to be in full force and effect, HDI; or

(i) Winding--up, etc.: an administrator is appointed, an order is made or an effective resolution passed for the winding--up or dissolution or administration of the Issuer, the Guarantor or any of the Issuer's other Material Subsidiaries (or, so long as the Support Agreement continues to be in full force and effect, HDI), or the Issuer or the Guarantor (or, so long as the Support Agreement continues to be in

full force and effect, HDI) ceases or threatens to cease to carry on all or substantially all of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by an Extraordinary Resolution of the Noteholders, (ii) in the case of a Subsidiary of the Issuer (other than a Guarantor), whereby the undertaking and assets of the Subsidiary are transferred to or otherwise vested in the Issuer or the Guarantor (as the case may be) or another of the Issuer's Subsidiaries, or (iii) in accordance with the terms of Condition 5.3; or

(j) Judgement: a final judgement of money in excess of U.S.$25,000,000 (not covered by third--party insurance), singularly or in the aggregate, shall be rendered against the Issuer, the Guarantor or any or their respective Material Subsidiaries and shall remain undischarged and unstayed for a period (during which execution shall not be effectively stayed) of 60 days after such judgement becomes final; or

(k) Authorisation and Consents: any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (i) to enable the Issuer and the Guarantor lawfully to enter into, exercise their respective rights and perform and comply with their respective obligations under the Notes, the Guarantee and the Support Agreement (as applicable), (ii) to ensure that those obligations are legally binding and enforceable and (iii) to make the Notes, the Support Agreement and the Guarantee admissible in evidence in the courts of England, is not taken, fulfilled or done and such failure is incapable of remedy or is not remedied within 30 days; or

(l) Illegality: (A) it is or will become unlawful or impossible for the Issuer or the Guarantor to perform or comply with any one or more of its obligations under any of the Notes or the Guarantee (as the case may be); or (B) it is or will become unlawful or impossible for HDI to perform or comply with any one or more of its obligations under the Support Agreement; or

(m) Analogous Events: any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs of this Condition 10.

then any Note may, by notice in writing given to the Fiscal Agent at its specified office by the holder, be declared immediately due and payable whereupon it shall become immediately due and payable at its principal amount together with interest (if any) accrued to the date of payment without further action or formality.

Claims against the Issuer for payment in respect of the Notes shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 9) in respect of them.

If any Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations or other relevant regulatory authority regulations, at the specified office of the Registrar or such other Transfer Agent as may from time to time be designated by the Issuer for that purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security, indemnity and otherwise as the Issuer may require (provided that the requirement

is reasonable in light of prevailing market practice). Mutilated or defaced Certificates must be surrendered before replacements will be issued.

13 Meetings of Noteholders and Modification

(a) Meetings of Noteholders: The Fiscal Agency Agreement contains provisions for convening meetings of Noteholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. Such a meeting may be convened by the Issuer, the Guarantor or Noteholders holding not less than 10 per cent. in principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Notes or the dates on which interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount of, or interest on, or to vary the method of calculating the rate of interest on, the Notes, (iii) to change the currency of payment of the Notes, (iv) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or cancel the Guarantee or the Support Agreement, in which case the necessary quorum will be two or more persons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on all Noteholders (whether or not they were present at the meeting at which such resolution was passed).

The Fiscal Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in principal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

(b) Modification of the Fiscal Agency Agreement: The Issuer and the Guarantor shall only permit any modification of, or any waiver or authorisation of any breach or proposed breach of or any failure to comply with, the Fiscal Agency Agreement, if to do so could not reasonably be expected to be prejudicial to the interests of the Noteholders.

Notices to the holders of Notes shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notices to the holders of Notes shall also be given or published in a manner which complies with the rules and regulations of any listing authority, stock exchange and/or quotation system (if any) on which the Notes are for the time being admitted to listing, trading and/or quotation. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once, on the first date on which publication is made.

Euro is the sole currency of account and payment for all sums payable by the Issuer or the Guarantor under or in connection with the Notes, including damages. Any amount received or recovered in a currency other than Euro (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding--up or dissolution of the Issuer or the Guarantor or otherwise) by any Noteholder in respect of any sum expressed to be due to it from the Issuer or

the Guarantor shall only constitute a discharge to the Issuer and the Guarantor to the extent of the Euro amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that Euro amount is less than the Euro amount expressed to be due to the recipient under any Note, the Issuer or the Guarantor (as the case may be) shall indemnify it against any loss sustained by it as a result. In any such event, the Issuer or the Guarantor (as the case may be) shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Condition, it will be sufficient for the Noteholder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Issuer's and the Guarantor's other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Noteholder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or any other judgment or order made in connection with the Notes.

The Issuer may from time to time without the consent of the Noteholders create and issue further notes either having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest on them) and so that such further issue shall be consolidated and form a single series with the outstanding securities of any series (including the Notes) or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition 16 and forming a single series with the Notes.

No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

(a) Governing Law: The Fiscal Agency Agreement, the Deed of Covenant, the Deed of Guarantee and the Notes and any non--contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.

(b) Jurisdiction: The courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with the Notes or the Guarantee and accordingly any legal action or proceedings arising out of or in connection with any Notes ("Proceedings") may be brought in such courts. Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are made for the benefit of each of the Noteholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

(c) Agent for Service of Process: The Issuer and the Guarantor irrevocably appoints Law Debenture Corporate Services Limited, Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom as its agent in England to receive service of process in any Proceedings in England based on any of the Notes or the Guarantee. If for any reason the Issuer or the Guarantor does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Noteholders of such

appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law.

"Accounting Standards" means, with respect to a person, US GAAP, or if such person does not prepare accounts in accordance with US GAAP, such local accounting standards as are applied by such person in the ordinary course of its financial reporting;

"Board of Directors" means, as to any person, the board of directors, management board or equivalent competent governing body of such person, or any duly authorised committee thereof;

"Business Day" means a day, other than a Saturday, Sunday or public holiday, on which commercial banks and foreign exchange markets are open for general business in London, New York and the TARGET System is operating;

"Corporation" means a corporation, partnership, association, limited liability company, other company, business trust or statutory trust;

"Event of Default" has the meaning in Condition 10;

"Finance Lease" means any lease or hire purchase contract which would, in accordance with Accounting Standards, be treated as a finance or capital lease;

"Group" means the Issuer and its Subsidiaries;

"Hedging Obligation" means, with respect to any person, any obligation of such person under any agreements or arrangements designed to manage or protect such member against fluctuations in currency exchange, interest rates or commodity prices, and in each case, entered into in the ordinary course of business and for non--speculative purposes only;

"US GAAP" means U.S. generally accepted accounting principles as in effect from time to time;

"Indebtedness" means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any indebtedness of any person for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptances under any acceptance credit facility or bill discount facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) any Finance Lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non--recourse basis and meet any requirements for de--recognition under Accounting Standards);

(f) any counter--indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution by way of support for borrowings under paragraphs (a) –– (e) and (g) –– (k) of this definition;

(g) the issue of shares which are redeemable (other than at the option of such person) prior to the Maturity Date or are otherwise classified as borrowings Accounting Standards;

(h) any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind the entry into such agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;

(i) any other transaction (including any forward sale or purchase agreement, sale and sale back arrangement or sale and leaseback arrangement) having the commercial effect of a borrowing or otherwise classified as borrowings under Accounting Standards;

(j) any Hedging Obligation; and

(k) any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above;

"Material Subsidiary" means, as to any person, any Subsidiary of such person with consolidated shareholders' equity equal to or greater than 5 per cent. of the consolidated shareholders' equity of such person (as of the end of the most recent fiscal quarter for which such person's financial statements have been issued), or net income (for the period of four consecutive fiscal quarters then most recently ended for which such person's financial statements have been issued and during which the consolidated net income of such person was not a loss), after elimination of intercompany items, equal to or greater than 10 per cent. of consolidated net income (for such period) of such person.

"person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organisation, limited liability company or government or other entity;

"Subsidiary" of any specified person means any corporation, partnership, joint venture, association or other business or entity, whether now existing or hereafter organised or acquired:

(a) in the case of a corporation, of which more than 50 per cent. of the total voting power of the Voting Stock is held by such first--named person and/or any of its Subsidiaries and such first--named person or any of its Subsidiaries has the power to direct the management, policies and affairs thereof at the time such Voting Stock is held by such first named person and or any of its Subsidiaries; or

(b) in the case of a partnership, joint venture, association, or other business or entity, with respect to which such first--named person or any of its Subsidiaries has the power to direct or cause the direction of the management and policies of such entity by contract or otherwise,

if (in each case in (a) and (b)) in accordance with Accounting Standards, as consistently applied, such entity would be consolidated with the first--named person for financial statement purposes;

"Support Agreement" means the agreement dated 26 September 1996 (and all amendments and supplements thereto), by and between the Issuer and HDI, whereby, under certain circumstances, HDI agrees to provide the Issuer certain financial support;

"TARGET System" means the Trans--European Automated Real--Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto; and

"Voting Stock" has the meaning in Condition 7(c).

 

In this Schedule:

A proxy or representative may be appointed in the following circumstances:

A meeting shall, subject to the Conditions and without prejudice to any powers conferred on other persons by this Agreement, have power by Extraordinary Resolution:

provided that the special quorum provisions in paragraph 7 shall apply to any Extraordinary Resolution (a “special quorum resolution”) for the purpose of sub-paragraph 3.2 or 3.7 or for the purpose of making a modification to this Fiscal Agency Agreement or the Notes which would have the effect of:

An Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the meeting, and each of them shall be bound to give effect to it accordingly. The passing

of such a resolution shall be conclusive evidence that the circumstances justify its being passed. The Issuer shall give notice of the passing of an Extraordinary Resolution to Noteholders within 14 days but failure to do so shall not invalidate the resolution.

Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal amount of the Notes is clearly identified together with the amount of such holding. Neither the Issuer nor the Guarantor shall be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic.

    

By depositing this duly completed Notice with the Registrar or any Transfer Agent for the Notes described above (the “Notes”) the undersigned holder of such of the Notes as are represented by the Certificate that is surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the principal amount of Notes specified below, redeemed on the relevant Put Date under Condition 7(c) of the Notes.

This Exercise Notice relates to Notes in the aggregate principal amount of Euro [●], bearing the following certificate numbers: [●].

If the Certificate representing the Notes to which this Exercise Notice relates is to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, it should be returned by post, at the holder’s risk, unless the holder otherwise requests and pays the costs of such insurance in advance to the relevant Agent, to: [●]*

*Where no address is specified, the address in the Register will be used.

Please make payment in respect of the above Notes by transfer to the following Euro account:

[To be completed by recipient Transfer Agent or Registrar]

Received by:

[Signature and stamp of Transfer Agent or Registrar]

At its office at: [●]

On: [●]

Notes:

This Agreement has been entered into on the date stated at the beginning.

By: /s/J. Darrell Thomas

Vice President, Treasurer, Chief Financial Officer

By: /s/J. Darrell Thomas

Vice President, Treasurer, Chief Financial Officer

The Bank of New York Mellon Trust Company, N.A.

By: /s/Lawrence M. Kusch

Lawrence M. Kusch

Vice President

By: /s/Latoya S. Elvin