0001193125-15-262700 Sample Contracts

Harley-Davidson, Inc. Underwriting Agreement
Underwriting Agreement • July 24th, 2015 • Harley Davidson Inc • Motorcycles, bicycles & parts • New York

Harley-Davidson, Inc., a Wisconsin corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as representatives (“you” or the “Representatives”), an aggregate of $450,000,000 principal amount of the Company’s 3.500% Senior Notes due 2025 (the “2025 Notes”) and an aggregate of $300,000,000 principal amount of the Company’s 4.625% Senior Notes due 2045 (the “2045 Notes” and, together with the 2025 Notes, the “Securities”).

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