Exhibit 4.5 



* Indicates that material
has been omitted and confidential treatment has been requested therefore. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2. 



FEE LETTER 



April 30, 2009 



Harley-Davidson Warehouse
Funding Corp.
222 West Adams Street, Suite 2000  
Chicago, Illinois 60606
Attention:  Perry
A. Glassgow  



Ladies and Gentlemen: 



        This
fee letter (as amended, restated, supplemented or otherwise modified and in effect from
time to time, this “Fee Letter”) is delivered to you in connection with
the Loan and Servicing Agreement, dated as of April 30, 2009 (as amended, restated,
supplemented or otherwise modified from time to time in accordance with the provisions
thereof, the “Loan Agreement”), by and among Harley-Davidson Warehouse
Funding Corp., as the borrower (the “Borrower”), Harley-Davidson Credit
Corp., as the servicer, the commercial paper conduits from time to time party thereto as
conduit lenders (each individually, a “Conduit Lender”), the financial
institutions from time to time party thereto as committed lenders (each individually, a
“Committed Lender”, and collectively with the Conduit Lenders, the
“Lenders”), the financial institutions from time to time party thereto as
administrative agents (each individually, an “Administrative Agent”),
JPMorgan Chase Bank, N.A. (“JPMorgan”), as program agent and JPMorgan and
Citicorp North America, Inc., as the syndication agents. Capitalized terms used herein but
not otherwise defined herein have the meanings assigned thereto in the Loan Agreement. 



        This
Fee Letter is the “Fee Letter” referred to in the Loan Agreement. By executing
this Fee Letter, the Borrower agrees to the following terms: 



        1.              The
term “Applicable Margin” as used in the Loan Agreement           shall
mean ____* per annum.  




        2.              The
term “Default Applicable Margin” as used in the Loan           Agreement
shall mean ____* per annum.  




        3.              The
term “Dynamic Enhancement Percentage” as used in the Loan
          Agreement shall mean, at any time, the applicable percentage set forth on Schedule
I hereto based on the ____* average Loss-to-Liquidation           Ratio as of
the last day of the calendar month then most recently ended.  




        4.              The
percentages to be incorporated in clause (iii)(b) of the definition           of
“Early Amortization Event” in respect of any ____*
          period shall be:  













	 	        (a)     ____* in
the case of any such ____*;  







	 	        (b)                   ____* in
the case of any such ____*;  







	 	        (c)                   ____* in
the case of any such ____*; or  







	 	        (d)                   ____* in
the case of any such ____*.  







        5.              The
Borrower agrees to pay to each Administrative Agent, for the account of each
          Conduit Lender in its Lender Group, a usage fee (a “Usage Fee”)
          for each day that such Conduit Lender shall have funded or maintained a Tranche
          in respect of which Interest is computed by reference to the CP Rate (each such
          Tranche, a “CP Tranche”), which Usage Fee each day shall be
          equal to the product of (i) ____* per annum times (ii) the
          Principal Balance of such CP Tranche on such day. The Usage Fee shall be
payable           in accordance with the terms set forth in Section 2.05 of the Loan
Agreement.  




        6.              The
Borrower agrees to pay to each Administrative Agent, for the account of each
          Lender in its Lender Group, on a pro rata basis, an unused fee (an
          “Unused Fee”), which Unused Fee each day shall be equal to the
          product of (a)(i) ____* per annum or (ii) for any day on which the
          Aggregate Principal Balance shall exceed 50% of the Aggregate Commitments,
          ____* per annum times (b) an amount equal to (i) 102% of the
          Aggregate Commitment over (ii) the Aggregate Principal Balance on such
          day. The Unused Fee shall be payable in accordance with the terms set forth in
          Section 2.05 of the Loan Agreement.  




        7.              The
Usage Fee shall be fully earned on and as of each day any CP Tranche funded           or
maintained by a Conduit Lender shall be outstanding. The Unused Fee shall be
          fully earned on and as of each day that there is an Unused Commitment. All of
          the foregoing fees shall be paid in immediately available funds when due and
          shall be non-refundable when paid.  




        8.              The
fees described above shall be in addition to, and not in lieu of, any other
          components of Interest or fees, expenses, reimbursements, indemnities or other
          obligations of the Borrower under or in connection with the Loan Agreement.  




        9.    The
parties hereto agree that this Fee Letter shall constitute a Facility
          Document for all purposes of the Loan Agreement. No amendment or waiver of this
          Fee Letter shall in any event be effective unless the same shall be in writing
          and signed by the parties hereto, and then such amendment or waiver shall be
          effective only in the specific instance and for the specific purpose for which
          given. This Fee Letter shall be binding upon and inure to the benefit of the
          Borrower, the Administrative Agents and the Lenders and their respective
          successors and assigns; provided, however, that the Borrower
shall           not assign its obligations hereunder without the express written consent
of the           Administrative Agents.  













        10.              THIS
LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
          ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  




        11.              The
Borrower acknowledges and agrees that this Fee Letter and its contents are
          subject to the confidentiality provisions set forth in Section 10.12 of the
Loan           Agreement.  




        12.              This
Fee Letter may be executed in any number of counterparts, and by different
          parties hereto in separate counterparts, each of which when so executed shall
be           deemed to be an original and all of which when taken together shall
constitute           one and the same agreement. Delivery of an executed counterpart of a
signature           page for this letter agreement by telecopier shall be effective as
the delivery           of a manually executed counterpart of such signature page.  




[Remainder of Page Left
Intentionally Blank] 











        Please
confirm that the foregoing is our mutual understanding by signing and returning to us an
executed counterpart of this Fee Letter. 



		Very truly yours,
	
 	JPMORGAN CHASE BANK, N.A., as an Administrative
		Agent and a Committed Lender
	

	By:  /s/ Brian K. Honda
		        Name: Brian K. Honda
		        Title: Vice President
	

 	CHARIOT FUNDING LLC, as a Conduit Lender
	
 	By:  JPMorgan Chase Bank, N.A., its
		       Attorney-in-Fact
	

 	By:  /s/ Brian K. Honda
		        Name: Brian K. Honda
		        Title: Vice President












Signature Page to 
Fee Letter 



















		CITICORP NORTH AMERICA, INC., as an Administrative
		Agent
	

 	By:  /s/ Thomas Rogers
		        Name: Thomas Rogers
		        Title: Vice President
	

 	CIESCO, LLC, as a Conduit Lender
	
 	By:  Citicorp North America, Inc., its
		        Attorney-in-Fact
	

 	By:  /s/ Thomas Rogers
		        Name: Thomas Rogers
		        Title: Vice President
	

 	CITIBANK, N.A., as a Committed Lender
	

 	By:  /s/ Thomas Rogers
		        Name: Thomas Rogers
		        Title: Vice President









Signature Page to 
Fee Letter 




















		DEUTSCHE BANK AG, NEW YORK BRANCH, as an
		Administrative Agent and as a Committed Lender
	

 	By:  /s/ Daniel Gerber
		        Name: Daniel Gerber
		        Title: Director
	

 	By:  /s/ Matt Bissonette
		        Name: Matt Bissonette
		        Title: Vice President
	

 	SEDONA CAPITAL FUNDING CORP., LLC, as a Conduit
		Lender
	

 	By:  /s/ Doris J. Hearn
		        Name: Doris J. Hearn
		        Title: Vice President











Signature Page to 
Fee Letter 











		THE ROYAL BANK OF SCOTLAND PLC, as an
		Administrative Agent and as a Committed Lender
	

 	By:  RBS Securities Inc., as agent
	

 	By:  /s/ Michael Zappaterrini
		        Name: Michael Zappaterrini
		        Title: Managing Director
	

 	AMSTERDAM FUNDING CORPORATION, as a Conduit Lender
	

 	By:  /s/ Jill A. Russo
		        Name: Jill A. Russo
		        Title: Vice President











Signature Page to 
Fee Letter 












Accepted and agreed to as of the date
first written above: 



HARLEY-DAVIDSON WAREHOUSE 
FUNDING
CORP., as Borrower  



	By:  	/s/ Perry A. Glassgow   
Name: Perry A. Glassgow
Title: Vice President and Treasurer 






HARLEY-DAVIDSON CREDIT
CORP.,  
as Servicer  



	By:  	/s/ Perry A. Glassgow   
Name: Perry A. Glassgow
Title: Vice President and Treasurer 














Signature Page to 
Fee Letter 











SCHEDULE I 














	

	
	* average



Loss-to-Liquidation Ratio
	

	Level
	In the case of any *
	Dynamic Enhancement

Percentage

	
	*
	*
	*
	*
	

	Level I	Less than or equal to	Less than or equal to	Less than or equal to	Less than or equal to	____*
	 	____*	____*	____*	____*
	

	Level II	Greater than Level I 	Greater than Level I 	Greater than Level I 	Greater than Level I 	____*
	 	and less than or equal to	and less than or equal to	and less than or equal to	and less than or equal to
	 	____*	____*	____*	____*
	

	Level III	Greater than Level II and	Greater than Level II and 	Greater than Level II and	Greater than Level II and 	____*
	 	less than or equal to	less than or equal to	less than or equal to	less than or equal to
	 	____*	____*	____*	____*
	

	Level IV	Greater than Level III and	Greater than Level III and	Greater than Level III and	Greater than Level III and	____*
	 	less than or equal to	less than or equal to	less than or equal to	less than or equal to
	 	____*	____*	____*	____*
	

	Level V	Greater than Level IV and	Greater than Level IV and 	Greater than Level IV and	Greater than Level IV and 	____*
	 	less than or equal to	less than or equal to	less than or equal to	less than or equal to
	 	____*	____*	____*	____*
	

	Level VI	Greater than Level V	Greater than Level V	Greater than Level V	Greater than Level V	____*