Exhibit
10.4


HARLEY-DAVIDSON
MOTORCYCLE TRUST 2007-2


$138,000,000 5.3103%
MOTORCYCLE CONTRACT BACKED NOTES, CLASS A-1


$285,000,000 5.26% MOTORCYCLE CONTRACT BACKED NOTES,
CLASS A-2


$245,000,000 5.10% MOTORCYCLE CONTRACT BACKED NOTES,
CLASS A-3


$194,125,000 5.12% MOTORCYCLE CONTRACT BACKED NOTES,
CLASS A-4


$61,750,000 5.23% MOTORCYCLE CONTRACT BACKED
NOTES, CLASS B


$26,125,000
5.41% MOTORCYCLE CONTRACT BACKED NOTES, CLASS C


HARLEY-DAVIDSON CUSTOMER FUNDING CORP.

Trust Depositor


HARLEY-DAVIDSON CREDIT CORP.

Seller and Servicer


UNDERWRITING AGREEMENT


May 15, 2007


Citigroup Global Markets Inc.


ABN AMRO Incorporated


BNP Paribas Securities Corp.


J.P. Morgan Securities Inc.


Wachovia Capital Markets, LLC


c/o Citigroup Global Markets Inc.


390 Greenwich
Street

New York, New York 10013


Ladies
and Gentlemen:


Harley-Davidson
Customer Funding Corp., a Nevada corporation (the “Trust Depositor”) and a
wholly-owned subsidiary of Harley-Davidson Credit Corp., a Nevada corporation (“Harley-Davidson”),
proposes to cause Harley-Davidson Motorcycle Trust 2007-2 (the “Trust”) to
issue and sell to you (the “Underwriters”) $138,000,000 principal amount of its
5.3103% Motorcycle Contract Backed Notes, Class A-1 (the “Class A-1 Notes”), $285,000,000 principal amount of its 5.26% Motorcycle Contract Backed Notes, Class
A-2 (the “Class A-2 Notes”), $245,000,000 principal amount of its 5.10% Motorcycle Contract Backed Notes, Class
A-3 (the “Class A-3 Notes”), $194,125,000 principal amount of its 5.12% Motorcycle Contract Backed Notes, Class
A-4 (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes, the “Class A Notes”), $61,750,000 principal amount of its 5.23% Motorcycle Contract
Backed Notes, Class B (the “Class B Notes”) and $26,125,000 principal amount of its 5.41% Motorcycle
Contract Backed Notes, Class C (the “Class C Notes” and, together with the
Class A Notes and the Class B Notes, the “Notes”).  The assets of the Trust will













include a pool of
motorcycle conditional sales contracts (the “Initial Contracts”) relating to
motorcycles manufactured by one or more subsidiaries of Harley-Davidson, Inc.
(including Buell Motorcycle Company, LLC (“Buell”), a wholly-owned subsidiary
of Harley-Davidson, Inc.), and certain other motorcycle manufacturers, certain
monies received thereon after May 5, 2007 (the “Initial Cutoff Date”), all
insurance proceeds and liquidation proceeds with respect thereto, security
interests in the motorcycles financed thereby, the related Initial Contracts
files, the Trust Accounts, proceeds of the foregoing, certain rights with
respect to funds on deposit from time to time in the Reserve Fund, the
Pre-Funding Account, the Interest Reserve Account and certain other
property.  The Initial Contracts will be
serviced for the Trust by Harley-Davidson. 
The Notes will be issued pursuant to the Indenture to be dated as of May
15, 2007 (as amended and supplemented from time to time, the “Indenture”)
between the Trust and The Bank of New York Trust Company, N.A., as indenture trustee
(the “Indenture Trustee”).  The Notes
will be secured by the assets of the Trust pursuant to the Indenture.  The Notes are hereinafter referred to as the “Offered
Securities”.


A certificate (the
“Certificate”) will be issued pursuant to a Trust Agreement dated as of May 1,
2007 (as amended and supplemented from time to time, the “Trust Agreement”),
between the Trust Depositor and Wilmington Trust Company, as owner trustee (the
“Owner Trustee”).  The Certificate will
be retained by the Trust Depositor and will not be offered pursuant to the
Preliminary Prospectus (as defined herein) or the Prospectus (as defined
herein).


The Trust will
acquire the Initial Contracts from the Trust Depositor pursuant to a Sale and
Servicing Agreement to be dated as of May 15, 2007 (as amended and supplemented
from time to time, the “Sale and Servicing Agreement”), among the Trust, the
Trust Depositor, Harley-Davidson, as servicer, and The Bank of New York Trust
Company, N.A., as Indenture Trustee. 
Harley-Davidson will also agree to perform certain administrative
functions on behalf of the Trust pursuant to an Administration Agreement to be
dated as of May 15, 2007 (as amended and supplemented from time to time, the “Administration
Agreement”) among Harley-Davidson, as administrator, the Trust and the
Indenture Trustee.  The Trust Depositor
will acquire the Initial Contracts from Harley-Davidson on the Closing Date (as
defined herein) pursuant to a Transfer and Sale Agreement to be dated as of May
15, 2007 (as amended and supplemented from time to time, the “Transfer and Sale
Agreement”) among the Trust Depositor, as purchaser, and Harley-Davidson, as
seller.  All of the assets conveyed to
the Trust pursuant to the Sale and Servicing Agreement are referred to herein
as the “Trust Property”.  Capitalized
terms that are used and not otherwise defined herein shall have the respective
meanings assigned thereto in the Sale and Servicing Agreement.


On the Closing
Date, $261,439,661.87 will be deposited in the Pre-Funding Account.  It is intended that additional motorcycle
conditional sales contracts, including all rights to receive payments thereon
after their related Subsequent Cutoff Dates and security interests in the
Harley-Davidson, Inc., Buell and certain other manufacturers’ motorcycles
financed thereby (such contracts, together with all such rights and interests,
the “Subsequent Contracts” and, together with the Initial Contracts, the “Contracts”),
will be purchased by the Trust Depositor from Harley-Davidson pursuant to one or
more related Subsequent Purchase Agreements and further transferred and
assigned by the Trust Depositor to the Trust and pledged by the Trust to the
Indenture Trustee pursuant to one or more related Subsequent Transfer
Agreements from funds 



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on deposit in the Pre-Funding Account from time to time on or before
the date which is 90 days from and including the Closing Date.


In connection with
the sale of the Offered Securities, the Trust Depositor and Harley-Davidson
will prepare a Prospectus Supplement to be dated May 15, 2007 which will
supplement the Base Prospectus dated as of May 14, 2007.  The Prospectus sets forth certain information
concerning the Trust Depositor, Harley-Davidson, the Trust and the Offered Securities.  The Trust Depositor and Harley-Davidson
hereby confirm that they have authorized the use of the Prospectus, and any
amendment or supplement thereto, in connection with the offer and sale of the
Offered Securities by the Underwriters. 
Unless stated to the contrary, all references herein to the Prospectus
are to the Prospectus as defined herein and are not meant to include any
amendment or supplement thereto.


At or prior to the
time when sales to purchasers of the Offered Securities were first made to
investors by the Underwriters, which was approximately 12:30 p.m. on May 15,
2007 (the “Time of Sale”), the Trust Depositor and Harley-Davidson had prepared
the following information (collectively, the “Time of Sale Information”): the
preliminary prospectus supplement dated May 14, 2007 (the “Preliminary
Prospectus Supplement”) to the base prospectus dated May 14, 2007 (the “Preliminary
Base Prospectus”) (together, along with information referred to under the
caption “Appendix A—Static Pool Information” therein regardless of whether it
is deemed a part of the Registration Statement or Prospectus, the “Preliminary
Prospectus”).  If, subsequent to the Time
of Sale and prior to the Closing Date, such information included an untrue
statement of material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and as a result investors in the Offered
Securities may terminate their prior “Contracts of Sale” (within the meaning of
Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any
Offered Securities and the Underwriters enter into new Contracts of Sale with
investors in the Offered Securities, then “Time of Sale Information” will refer
to the information conveyed to investors at the time of entry into the first
such new Contract of Sale, in an amended Preliminary Prospectus approved by the
Trust Depositor, Harley-Davidson and the Underwriters that corrects such
material misstatements or omissions (a “Corrected Prospectus”) and “Time of
Sale” will refer to the time and date on which such new Contracts of Sale were
entered into.


1.             Representations and Warranties of Harley-Davidson and
the Trust Depositor.  Harley-Davidson
and the Trust Depositor jointly and severally represent and warrant to each
Underwriter as set forth below in this Section 1:


(a)           A registration statement on Form S-3
(No. 333-124935) relating to asset backed notes, including the Offered
Securities, has been filed by the Trust Depositor with the Securities and
Exchange Commission (the “Commission”) and has become effective within the
three years prior to the Closing Date, has been amended by various
post-effective amendments, the last of which is Post-Effective Amendment No. 2
that became effective on April 13, 2006, and is still effective as of the date
hereof under the Act.



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The Trust
Depositor proposes to file with the Commission pursuant to Rule 424(b) of the
rules and regulations of the Commission under the Act (the “Rules and
Regulations”) a prospectus supplement dated May 15, 2007 (together with
information referred to under the caption “Appendix A — Static Pool Information”
therein regardless of whether it is deemed a part of the Registration Statement
or Prospectus, the “Prospectus Supplement”) to the prospectus dated May 14,
2007 (the “Base Prospectus”), relating to the Offered Securities and the method
of distribution thereof.  Such
registration statement, including exhibits thereto, and such prospectus, as
amended or supplemented to the date hereof, and as further supplemented by the
Prospectus Supplement, are hereinafter referred to as the “Registration
Statement” and the “Prospectus,” respectively. 
Any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Base Prospectus or the
Prospectus Supplement shall include, without limitation, any document filed
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Base Prospectus and the Prospectus Supplement, as the case may be, deemed to be
incorporated therein pursuant to the Act.


The conditions to
the use of a registration statement on Form S-3 under the Act have been
satisfied.  The Trust Depositor has filed
the Preliminary Prospectus and it has done so within the applicable period of
time required under the Act and the Rules and Regulations.


(b)           The Registration Statement, at the
time it became effective, any post-effective amendment thereto, at the time it
became effective, the Preliminary Prospectus, as of its date, and the
Prospectus, as of the date of the Prospectus Supplement, complied and on the
Closing Date will comply in all material respects with the applicable
requirements of the Act and the Rules and Regulations and the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”), and the rules and
regulations of the Commission thereunder.


The Registration
Statement, as of the most recent effective date as to each part of the
Registration Statement and any amendment thereto pursuant to Rule 430B(f)(2)
under the Act, did not include any untrue statement of a material fact and did
not omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading.


The Preliminary
Prospectus, as of its date and as of the Time of Sale, did not contain an
untrue statement of a material fact and did not omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


The Prospectus, as
of the date of the Prospectus Supplement and as of the Closing Date, does not
and will not contain any untrue statement of a material fact and did not and
will not omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.



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The
representations and warranties in the three preceding paragraphs do not apply
to (i) that part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) of the Indenture Trustee
under the Trust Indenture Act or (ii) information contained in or omitted from
the Registration Statement, the Preliminary Prospectus or the Prospectus (or
any supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Trust Depositor by any Underwriter through
Citigroup Global Markets Inc. specifically for use in connection with
preparation of the Registration Statement, the Preliminary Prospectus or the Prospectus
(or any supplement thereto), it being agreed that the only such information
consists of the statements in the second and third paragraphs (concerning
initial offering prices, concessions and reallowances) and in the fourth and
fifth paragraphs (concerning overallotment, stabilizing transactions and
syndicate covering transactions) under the heading “Underwriting” in the
Preliminary Prospectus Supplement and the Prospectus Supplement (such
information, the “Underwriter Information”).


The documents incorporated
by reference in the Registration Statement, the Preliminary Prospectus and the
Prospectus, when they became effective under the Act or were filed with the
Commission under the Exchange Act, as the case may be, conformed in all
material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder; and any
further documents so filed and incorporated by reference in the Registration
Statement or the Prospectus, when such documents are filed with the Commission,
will conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder.


Since the
respective dates as of which information is given in the Preliminary Prospectus
there has not been any material adverse change, or any development involving a
prospective material adverse change, in or affecting the condition, financial
or otherwise, earnings, business or operations of the Trust Depositor or
Harley-Davidson, and their respective subsidiaries, taken as a whole, except as
set forth in the Preliminary Prospectus.


The Indenture has
been qualified under the Trust Indenture Act.


(c)           The Time of Sale Information, at the
Time of Sale, did not, and at the Closing Date will not, contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that neither the Trust Depositor
nor Harley-Davidson makes any representation and warranty with respect to any
statements or omissions made in reliance upon and in conformity with the
Underwriter Information.  As of the Time
of Sale, the Trust Depositor was not and as of the Closing Date is not, an “ineligible
issuer,” as defined in Rule 405 under the Act.


(d)           [Reserved].



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(e)           [Reserved].


(f)            Neither the Trust Depositor nor the
Trust is, and neither the issuance and sale of the Offered Securities nor the
activities of the Trust pursuant to the Indenture or the Trust Agreement will
cause the Trust Depositor or the Trust to be, an “investment company” or under
the “control” of an “investment company” as such terms are defined in the
Investment Company Act of 1940, as amended (the “Investment Company Act”).


(g)           This Agreement has been duly
authorized, executed and delivered by Harley-Davidson and the Trust Depositor.


(h)           None of Harley-Davidson, the Trust
Depositor, any of their Affiliates or anyone acting on behalf of
Harley-Davidson, the Trust Depositor or any of their Affiliates has taken any
action that would require qualification of the Trust Agreement under the Trust
Indenture Act or registration of the Trust Depositor under the Investment
Company Act, nor will Harley-Davidson, the Trust Depositor or any of their
Affiliates act, nor have they authorized or will they authorize any person to
act, in such manner.


(i)            Neither the Trust Depositor nor
Harley-Davidson is in violation of any provision of any existing law or
regulation or in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any contract, indenture,
mortgage, deed of trust, loan agreement, note, lease or other instrument to
which it is a party or by which it is bound or to which any of its property is
subject, which violations or defaults separately or in the aggregate would have
a material adverse effect on the Trust Depositor, Harley-Davidson or the Trust.


(j)            Neither the issuance and sale of the
Offered Securities, nor the execution and delivery by the Trust Depositor or
Harley-Davidson of this Agreement, the Offered Securities, the Sale and
Servicing Agreement, the Transfer and Sale Agreement, the Trust Agreement, the
Administration Agreement, the Lockbox Agreement, each Subsequent Purchase
Agreement, the Indenture or each Subsequent Transfer Agreement, nor the
incurrence by the Trust Depositor or Harley-Davidson of the obligations herein
and therein set forth, nor the consummation of the transactions contemplated
hereunder or thereunder, nor the fulfillment of the terms hereof or thereof
does or will (i) violate any existing law or regulation, applicable to it
or its properties or by which it or its properties are or may be bound or
affected, (ii) conflict with, or result in a breach of, or constitute a default
under, any material indenture, contract, agreement, deed, lease, mortgage or
instrument to which it is a party or by which it or its properties are bound or
(iii) result in the creation or imposition of any lien upon any of its property
or assets, except for those encumbrances created under the Transfer and Sale
Agreement, the Sale and Servicing Agreement, the Trust Agreement, the
Indenture, each Subsequent Purchase Agreement or each Subsequent Transfer
Agreement.



 6
 









(k)           All consents, approvals,
authorizations, orders, filings, registrations or qualifications of or with any
court or any other governmental agency, board, commission, authority, official
or body required in connection with the execution and delivery by the Trust
Depositor and Harley-Davidson of this Agreement, the Offered Securities, the
Sale and Servicing Agreement, the Transfer and Sale Agreement, the Trust
Agreement, the Administration Agreement, the Indenture, or the Lockbox Agreement,
each Subsequent Purchase Agreement or each Subsequent Transfer Agreement, or to
the consummation of the transactions contemplated hereunder and thereunder, or
to the fulfillment of the terms hereof and thereof, have been or will have been
obtained on or before the Closing Date (and on or before each Subsequent
Transfer Date in the case of Subsequent Contracts being transferred to the
Trust).


(l)            All actions required to be taken by
the Trust Depositor and Harley-Davidson as a condition to the offer and sale of
the Offered Securities as described herein or the consummation of any of the
transactions described in the Preliminary Prospectus and the Prospectus have
been or, prior to the Closing Date (or each Subsequent Transfer Date in the
case of Subsequent Contracts being transferred to the Trust), will be taken.


(m)          The representations and warranties of
each of the Trust Depositor and Harley-Davidson in (or incorporated in) the
Sale and Servicing Agreement, the Transfer and Sale Agreement, the Trust Agreement,
the Indenture, the Administration Agreement, the Lockbox Agreement, each
Subsequent Purchase Agreement and each Subsequent Transfer Agreement and made
in any Officer’s Certificate of the Trust Depositor or Harley-Davidson
delivered pursuant to the Sale and Servicing Agreement, the Indenture, the
Transfer and Sale Agreement, each Subsequent Purchase Agreement and each
Subsequent Transfer Agreement will be true and correct at the time made and on
and as of the Closing Date (and on each Subsequent Transfer Date in the case of
Subsequent Contracts being transferred to the Trust) as if set forth herein.


(n)           The Initial Contracts conveyed to the
Trust had aggregate outstanding balances determined as of the Initial Cutoff
Date in the amount set forth in the Preliminary Prospectus and the Prospectus.


(o)           Each of the Trust Depositor and
Harley-Davidson agrees it shall not grant, assign, pledge or transfer to any
Person a security interest in, or any other right, title or interest in, the
Contracts, except as provided in the Sale and Servicing Agreement, the Trust
Agreement, the Indenture, the Transfer and Sale Agreement, each Subsequent
Purchase Agreement and each Subsequent Transfer Agreement and each agrees to
take all action necessary in order to maintain the security interest in the
Contracts granted pursuant to the Sale and Servicing Agreement, the Trust
Agreement, the Indenture, the Transfer and Sale Agreement, each Subsequent
Purchase Agreement and each Subsequent Transfer Agreement.



 7
 









(p)           There are no actions, proceedings or
investigations pending, or to the best knowledge of either the Trust Depositor
or Harley-Davidson, threatened against the Trust Depositor or Harley-Davidson
before any court or before any governmental authority of arbitration board or tribunal
which, if adversely determined, could materially and adversely affect, either
in the individual or in the aggregate, the financial position, business,
operations or prospects of the Trust Depositor or Harley-Davidson.


(q)           For Illinois income, franchise and
excise tax purposes, under the provisions of Illinois law as of the Closing
Date, the Trust will not be classified as an association taxable as a
corporation.


(r)            Under generally accepted accounting
principles, Harley-Davidson will report its transfer of the Contracts to the
Trust Depositor pursuant to the Transfer and Sale Agreement as a sale of the
Contracts.


2.             Representations and Warranties of the Underwriters.  Each Underwriter, severally and not jointly,
represents and warrants to, and agrees with, the Trust Depositor that:


(a)           It has only communicated or caused to
be communicated and it will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of Section 21 of the Financial Services and Markets Act 2000 of the United
Kingdom (“FSMA”)) received by it in connection with the issue or sale of any
Offered Securities in circumstances in which Section 21(1) of the FSMA does not
apply to the Trust.


(b)           It has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in
relation to any Offered Securities in, from or otherwise involving the United
Kingdom.


3.             Purchase and Sale.  Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Trust
Depositor agrees to cause the Trust to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Trust, each
of the Offered Securities in the principal amounts and at the purchase prices
set forth opposite its name in Schedule I hereto.


4.             Delivery and Payment.  Delivery of and payment for the Offered
Securities shall be made at the office of Winston & Strawn LLP, 35 Wacker
Drive, Chicago, Illinois, at 10:00 A.M.,
Chicago time, on May 22, 2007, or such later date (not later than June 5, 2007)
as the Underwriters shall designate, which date and time may be postponed by
agreement among the Underwriters and the Trust Depositor (such date and time of
delivery and payment for the Offered Securities being herein called the “Closing
Date”).


Each class of the
Offered Securities will be represented initially by one or more definitive
global certificates in registered form which will be deposited by or on behalf of
the Trust with The Depository Trust Company (“DTC”) or, on DTC’s behalf, with
DTC’s designated nominee or custodian and duly endorsed to DTC or in blank by
an effective endorsement.  The Trust will
transfer the Offered Securities in book-entry form to the account of each
Underwriter, against 



 8
 









payment by the Underwriters of the purchase price therefor by wire
transfer payable to the order of Harley-Davidson in federal (same day) funds
(to such account or accounts as Harley-Davidson shall designate), by causing
DTC to credit the Offered Securities to the account of each Underwriter at
DTC.  Harley-Davidson will cause the
global certificates referred to above to be made available to the Underwriters
for checking at least 24 hours prior to the Closing Date at the office of DTC
or its designated custodian.


5.             Offering by the
Underwriters.  It is understood that
the several Underwriters propose to offer the Offered Securities for sale to
the public (which may include selected dealers), as set forth in the Prospectus.


6.             Agreements. 
The Trust Depositor and Harley-Davidson, jointly and severally, agree
with the Underwriters that:


(a)           Prior to the termination of the
offering of the Offered Securities, the Trust Depositor will not file any
amendment to the Registration Statement or any amendment, supplement or
revision to either the Preliminary Prospectus or to the Prospectus, unless the
Trust Depositor has furnished you a copy for your review prior to such proposed
filing or use, as the case may be, and will not file or use any such document
to which you shall reasonably object. 
Subject to the foregoing sentence, the Trust Depositor will effect the
filings required under Rule 424(b) under the Act in the manner and within
the time period required by Rule 424(b) (without reliance on
Rule 424(b)(8)), and will provide evidence satisfactory to you of such
timely filing.


(b)           During the period when a prospectus
is required by the Act or the Exchange Act to be delivered in connection with
sales of the Offered Securities (the “Prospectus Delivery Period”),
Harley-Davidson will notify you promptly, and confirm the notice in writing, of
(i) the effectiveness of any post-effective amendment to the Registration
Statement or the filing of any supplement or amendment to the Prospectus,
(ii) the receipt of any comments from the Commission, (iii) any
request by the Commission for any amendment to the Registration Statement or
any amendment or supplement to the Prospectus or any document incorporated by
reference therein or otherwise deemed to be a part thereof or for additional
information, (iv) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of any Preliminary Prospectus, or of the
suspension of the qualification of the Offered Securities for offering or sale
in any jurisdiction, or of the initiation or threatening of any proceedings for
any of such purposes and (v) the happening of any event which makes the
Registration Statement or the Prospectus contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading.  Harley-Davidson will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is
issued, to obtain as soon as possible the lifting thereof.



 9
 









(c)           If during the Prospectus Delivery
Period any event shall occur or condition shall exist as a result of which it
is necessary to amend the Registration Statement or amend or supplement the
Prospectus in order that the Prospectus will not include an untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it shall be necessary during the Prospectus
Delivery Period to amend the Registration Statement or amend or supplement the
Prospectus in order to comply with the requirements of the Act or the Rules and
Regulations, Harley-Davidson will promptly notify you and will promptly prepare
and file with the Commission, subject to the review and approval provisions
afforded to you described in Section 6(a), such amendment or supplement as
may be necessary to correct such statement or omission or to make the
Registration Statement, the Preliminary Prospectus or the Prospectus comply
with such requirements.  Harley-Davidson
will use its best efforts to have such amendment or new registration statement
declared effective as soon as practicable, and Harley-Davidson will furnish to
the Underwriters, without charge, such number of copies of such amendment or
supplement as the Underwriters may reasonably request.  Any such filing shall not operate as a waiver
or limitation of any right of any Underwriter hereunder.


(d)           Upon request, Harley-Davidson will
deliver to the Underwriters and counsel for the Underwriters, without charge,
photocopies of the signed Registration Statement at the time it originally
became effective (the “Original Registration Statement”) and of each amendment
thereto (including exhibits filed therewith) prior to the Closing Date.  The copies of the Original Registration
Statement and each amendment thereto furnished to the Underwriters will be
identical to the electronically transmitted copies thereof filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system (“EDGAR”), except to the extent permitted by Regulation S-T
under the Act.


(e)           Prior to the availability of the
Prospectus, Harley-Davidson will deliver to the Underwriters, without charge,
as many copies of the Preliminary Prospectus as the Underwriters may reasonably
request, and Harley-Davidson and the Trust Depositor hereby consent to the use of
such copies for purposes permitted by the Act. 
Harley-Davidson will furnish to the Underwriters, without charge, during
the Prospectus Delivery Period, such number of copies of the Prospectus as the
Underwriters may reasonably request.  The
Prospectus and any amendments or supplements thereto furnished to the
Underwriters will be identical to any electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T under the Act. 
Harley-Davidson will pay the expenses of printing or other production of
all documents relating to the offering.


(f)            The Trust Depositor will comply with
the Act and the Rules and Regulations, the Exchange Act and the rules and
regulations thereunder and the Trust Indenture Act and the rules and
regulations thereunder so as to permit the 



 10
 









completion of
the distribution of the Offered Securities as contemplated in this Agreement,
the Basic Documents, the Registration Statement and the Prospectus.


(g)           The Trust Depositor will arrange for
the qualification of the Offered Securities for sale by the Underwriters under
the laws of such jurisdictions as the Underwriters may designate and will
maintain such qualifications in effect so long as required for the sale of the Offered
Securities.  The Trust Depositor will
promptly advise the Underwriters of the receipt by the Trust Depositor of any
notification with respect to the suspension of the qualification of the Offered
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose.


(h)           The Trust Depositor and
Harley-Davidson will cooperate with the Underwriters and use their best efforts
to permit the Offered Securities to be eligible for clearance and settlement
through DTC.


(i)            For a period from the date of this
Agreement until the retirement of the Offered Securities, the Servicer will
deliver to you the monthly servicing reports, the annual statements of
compliance, annual assessments of compliance with servicing criteria and
accountants’ attestations in respect of such assessments furnished to the
Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing
Agreement, the Indenture, the Trust Agreement or the Administration Agreement,
as soon as such statements and reports are furnished to the Indenture Trustee
or the Owner Trustee.


(j)            So long as any of the Offered
Securities is outstanding, Harley-Davidson will furnish to you (i) as soon
as practicable after the end of the fiscal year all documents required to be
distributed to holders of Offered Securities or filed with the Commission
pursuant to the Exchange Act or any order of the Commission thereunder and
(ii) from time to time, any other information concerning Harley-Davidson
or the Trust Depositor filed with any government or regulatory authority that
is otherwise publicly available, as you may reasonably request.


(k)           To the extent, if any, that the
rating provided with respect to the Offered Securities by Moody’s Investors
Service, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services, a division
of the McGraw-Hill Companies, (“S&P” and together with Moody’s, the “Rating
Agencies”) is conditional upon the furnishing of documents or the taking of any
actions by the Trust Depositor, the Trust Depositor shall furnish such
documents and take such actions.


(l)            Until 30 days following the Closing
Date, neither the Trust Depositor nor any trust or other entity originated,
directly or indirectly, by the Trust Depositor or Harley-Davidson will, without
the prior written consent of the Underwriters, offer, sell or contract to sell,
or otherwise dispose of, directly or indirectly, or announce the offering of,
any asset-backed securities collateralized by motorcycle contracts originated
in the United States (other than the Offered Securities).



 11
 









(m)          The Trust Depositor will enter into
the Trust Agreement, Harley-Davidson will enter into the Administration
Agreement, the Trust Depositor, Harley-Davidson, the Indenture Trustee and the
Trust will enter into the Sale and Servicing Agreement and Harley-Davidson and
the Trust Depositor will enter into the Transfer and Sale Agreement on or prior
to the Closing Date.


(n)           In accordance with Section 11,
Harley-Davidson will cause any Trust Free Writing Prospectus (as defined in
Section 11 hereof) with respect to the Offered Securities to be filed with
the Commission to the extent required by Rule 433 under the Act.


(o)           The Trust Depositor and
Harley-Davidson will cause Winston & Strawn LLP to deliver to the
Underwriters or on before each Subsequent Transfer Date, one or more opinions,
addressed to the Underwriters, with respect to the transfer of Subsequent
Contracts substantially in the form of the opinions delivered by Winston &
Strawn LLP  on the Closing Date
with respect to the transfer of the Initial Contracts.


(p)           The Trust Depositor will deliver to
the Underwriters on or before each Subsequent Transfer Date each Officer’s
Certificate required to be furnished to the Indenture Trustee pursuant to
Section 2.04(b) of the Sale and Servicing Agreement.


7.             Payment of Expenses, Etc.  If the transactions contemplated by this
Agreement are consummated or this Agreement is terminated pursuant to Section
13, the Trust Depositor will pay all expenses incident to the performance of
its obligations under this Agreement, including (i) the printing and filing of
the Registration Statement as originally filed and of each amendment thereto,
(ii) the printing of the Preliminary Prospectus, the Prospectus and each
amendment thereto, (iii) the fees of the Trustee and its counsel, (iv) the
preparation, issuance and delivery of the Offered Securities to the
Underwriters, (v) the fees and disbursements of the Trust Depositor’s
accountants, (vi) the qualification of the Offered Securities under securities
laws in accordance with the provisions of Section 6(g), including filing fees
in connection therewith, (vii) the printing and delivery to the Underwriters of
copies of the Registration Statement as originally filed and of each amendment
thereto, (viii) the printing and delivery to the Underwriters of copies of the
Preliminary Prospectus, the Prospectus and of each amendment thereto, (ix) the
printing and delivery to the Underwriters of copies of any blue sky or legal
investment survey prepared in connection with the Offered Securities, (x) any
fees charged by Rating Agencies for the rating of the Offered Securities and
(xi) the costs and expenses (including any damages or other amounts payable in
connection with legal and contractual liability) associated with reforming any
Contracts for Sale of the Offered Securities made by the Underwriters caused by
a Defective Prospectus or a breach of any representation in Section 1(b) or
Section 1(c).


8.             Conditions to the Obligation of the Underwriters.  The obligation of the Underwriters to
purchase the Offered Securities shall be subject to the accuracy of the
representations and warranties on the part of the Trust Depositor and
Harley-Davidson contained herein at the date and time that this Agreement is
executed and delivered by the parties hereto 



 12
 









(the “Execution Time”)
and the Closing Date, to the accuracy of the statements of the Trust Depositor
and Harley-Davidson made in any certificates pursuant to the provisions hereof,
to the performance by the Trust Depositor and Harley-Davidson of their
respective obligations hereunder and to the following additional conditions:


(a)           If the Registration Statement has not
become effective prior to the Execution Time, unless the Underwriters agree in
writing to a later time, the Registration Statement shall have become effective
not later than (i) 6:00 P.M.
New York City time on the date of determination of the public offering price,
if such determination occurs at or prior to 3:00 P.M. New York City time on such date or (ii) 12:00 noon
New York City time on the business day following the day on which the public
offering price was determined, if such determination occurs after 3:00 P.M. New York City time on such date.


(b)           Each of the Preliminary Prospectus,
the Prospectus and any supplements thereto shall have been filed with the
Commission in the manner and within the applicable time period required under
Rule 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance
with the Rules and Regulations and Section 6(a) hereof, and prior to the
Closing Date, no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been instituted or, to the knowledge of the Trust Depositor or you, shall be
contemplated by the Commission or by any authority administering any state
securities or blue sky law; and any requests for additional information from
the Commission with respect to the Registration Statement shall have been
complied with.


(c)           The Trust Depositor shall have
furnished to the Underwriters the opinions of Winston & Strawn LLP, counsel
for the Trust Depositor, and with respect to Nevada opinions, Hale Lane Peek Dennison and Howard,
special Nevada counsel, each dated the Closing Date and satisfactory in form
and substance to the Underwriters, to the effect that:


(i)  the Trust Depositor has been duly
incorporated and is validly existing as a corporation in good standing under
the laws of the State of Nevada, with full corporate power and authority to own
its properties and conduct its business as described in the Preliminary
Prospectus and the Prospectus, and is duly qualified to do business as a
foreign corporation and is in good standing under the laws of the State of
Illinois;


(ii)  each of the Transfer and Sale Agreement, the
Sale and Servicing Agreement and the Trust Agreement have been duly authorized,
executed and delivered by the Trust Depositor, and constitutes a legal, valid
and binding obligation of the Trust Depositor enforceable against the Trust
Depositor in accordance with its terms (subject, as to the enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting creditors’ rights generally from time to time in effect);



 13
 









(iii)  this Agreement has been duly authorized,
executed and delivered by the Trust Depositor;


(iv)  the direction by the Trust Depositor to the
Indenture Trustee to authenticate the Notes has been duly authorized by the
Trust Depositor and, when the Notes have been duly executed and delivered by
the Owner Trustee and when authenticated by the Indenture Trustee in accordance
with the Indenture and delivered and paid for pursuant to this Agreement, the
Notes will constitute legal, valid and binding obligations of the Trust
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditor’s
rights generally from time to time in effect) and will be entitled to the
benefits of the Indenture;


(v)  no consent, approval, authorization or order
of, or filing with, any court or governmental agency or body is required for
the consummation of the transactions contemplated herein or in the Transfer and
Sale Agreement, the Sale and Servicing Agreement, and the Indenture
(collectively, the “Basic Documents”), except such as may be required under the
blue sky or securities laws of any jurisdiction in connection with the purchase
and sale of the Offered Securities by the Underwriters, the filing of the UCC-1
financing statements relating to the conveyance of the Contracts by
Harley-Davidson to the Trust Depositor and of the Contracts and the other Trust
Property by the Trust Depositor to the Trust and by the Trust to the Indenture
Trustee on behalf of the Noteholders, and such other approvals (which shall be
specified in such opinion) as have been obtained and filings as have been made
or are in the process of being made;


(vi)  none of the sale of the Contracts by
Harley-Davidson to the Trust Depositor pursuant to the Transfer and Sale
Agreement, the sale of the Trust Property to the Trust pursuant to the Sale and
Servicing Agreement, the pledge of the Trust Property to the Indenture Trustee,
the issue and sale of the Notes, the execution and delivery of this Agreement,
the Sale and Servicing Agreement, the Transfer and Sale Agreement, the Trust
Agreement or the Indenture, the consummation of any other of the transactions
herein or therein contemplated or the fulfillment of the terms hereof or
thereof will conflict with, result in a breach or violation of, or constitute a
default under, any law binding on the Trust Depositor or the charter or bylaws
of the Trust Depositor or the terms of any indenture or other agreement or
instrument known to such counsel and to which the Trust Depositor is a party or
by which it is bound, or any judgment, order or decree known to such counsel to
be applicable to the Trust Depositor of any court, regulatory body,
administrative agency, governmental body or arbitrator having jurisdiction over
the Trust Depositor;


(vii)  there are no actions, proceedings or
investigations pending or, to the best of such counsel’s knowledge after due
inquiry, threatened before any court, administrative agency or other tribunal
(A) asserting the invalidity of any of the Basic Documents,
(B) seeking to prevent the consummation of any of the 



 14
 









transactions contemplated by any of the Basic
Documents or the execution and delivery thereof or (C) that might
materially and adversely affect the performance by the Trust Depositor of its
obligations under, or the validity or enforceability of, this Agreement or any
Basic Document;


(viii)  to the best knowledge of such counsel and
except as set forth in the Preliminary Prospectus and the Prospectus, no
default exists and no event has occurred which, with notice, lapse of time or
both, would constitute a default in the due performance and observance of any
term, covenant or condition of any agreement to which the Trust Depositor is a
party or by which it is bound, which default is or would have a material
adverse effect on the financial condition, earnings, prospects, business or
properties of the Trust Depositor, taken as a whole;


(ix)           the
provisions of the Transfer and Sale Agreement are effective to transfer to the
Trust Depositor all right, title and interest of Harley-Davidson in and to the
Contracts, and to the knowledge of such counsel, the other Trust Property will
be owned by the Trust Depositor free and clear of any Lien except for the Lien
of the Sale and Servicing Agreement and the Indenture;


(x)            the
provisions of the Sale and Servicing Agreement are effective to transfer to the
Trust all right, title and interest of the Trust Depositor in and to the
Collateral and the Contracts and to the knowledge of such counsel, the other
Collateral, will be owned by the Trust free and clear of any Lien except for
the Lien of the Indenture;


(xi)           the
provisions of the Indenture are effective to create, in favor of the Indenture
Trustee for the benefit of the Noteholders as security for the Trust’s
obligations under the Notes, a valid security interest in the Contracts and
that portion of the other Collateral which is subject to Article 9 of the
Illinois Uniform Commercial Code (the “UCC Collateral”) and the proceeds
thereof;


(xii)          the
form UCC-1 financing statements naming (A) Harley-Davidson as seller and the
Trust Depositor as purchaser, (B) the Trust Depositor as seller and the Trust
as purchaser and (C) the Trust, as debtor, and the Indenture Trustee, as
secured party are in appropriate form for filing with the Secretary of State of
the State of Nevada; the interest of the Indenture Trustee in the Contracts and
the proceeds thereof and, to the extent that the filing of a financing
statement is effective to perfect an interest in the other Trust Property under
Article 9 of the Nevada Uniform Commercial Code, the other Trust Property will
be perfected upon the filing of such financing statements in such filing
offices; and no other interest of any other purchaser from or creditor of
Harley-Davidson, the Trust Depositor or the Trust is equal or prior to the
interest of the Trustee in the Contracts and such other Trust Property;


(xiii)  the Contracts are “tangible chattel paper”
under Article 9 of the Illinois Uniform Commercial Code and the Nevada Uniform
Commercial Code;



 15
 









(xiv)  the Basic Documents conform in all material
respects with the descriptions thereof contained in the Preliminary Prospectus
and the Prospectus;


(xv)         the
statements in the Preliminary Base Prospectus and the Base Prospectus under the
headings “Risk Factors” and “Legal Aspects of the Contracts”, to the extent
they constitute matters of law or legal conclusions with respect thereto, have
been reviewed by such counsel and are correct in all material respects;


(xvi)  the statements contained in the Preliminary
Base Prospectus and the Base Prospectus under the headings “Description of the
Notes and Indenture” and “Information Regarding the Notes” and in the
Preliminary Prospectus Supplement and the Prospectus Supplement under the
headings “Description of the Notes” and “Certain Information Regarding the
Notes”, insofar as such statements constitute a summary of the Offered
Securities and the Basic Documents, constitute a fair summary of such
documents;


(xvii)  the Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended;


(xviii)  the Indenture, the Sale and Servicing
Agreement and the Administration Agreement have been duly authorized and, when
duly executed and delivered by the Owner Trustee, will constitute the legal,
valid and binding obligations of the Trust, enforceable against the Trust in
accordance with their terms, except (A) the enforceability thereof may be
subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors’ rights and (B) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought;


(xix)  the Trust Depositor is not, nor will the
Trust Depositor become as a result of the offer and sale of the Offered
Securities as contemplated in the Preliminary Prospectus, the Prospectus and
the Basic Documents, an “investment company” as defined in the Investment
Company Act or a company “controlled by” an “investment company” within the
meaning of the Investment Company Act;


(xx)          to
the best knowledge of such counsel, the Trust Depositor has obtained all material
licenses, permits and other governmental authorizations that are necessary to
the conduct of its business; such licenses, permits and other governmental
authorizations are in full force and effect, and the Trust Depositor is in all
material respects complying therewith; and the Trust Depositor is otherwise in
compliance with all laws, rules, regulations and statutes of any jurisdiction
to which it is subject, except where non-compliance would not have a material
adverse effect on the Trust Depositor;



 16
 









(xxi)  all actions required to be taken, and all
filings required to be made, by the Trust Depositor or Harley-Davidson under
the Act and the Exchange Act prior to the sale of the Offered Securities have
been duly taken or made;


(xxii)  to the best of such counsel’s knowledge and
information, there are no legal or governmental proceedings pending or
threatened that are required to be disclosed in the Registration Statement,
other than those disclosed therein;


(xxiii)  to the best of such counsel’s knowledge and
information, there are no contracts, indentures, mortgages, loan agreements,
notes, leases or other instruments required to be described or referred to in
the Registration Statement or to be filed as exhibits thereto other than those
described or referred to therein or filed or incorporated by reference as
exhibits thereto, the descriptions thereof or references thereto are correct,
and no default exists in the due performance or observance of any material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument so
described, referred to, filed or incorporated by reference;


(xxiv)  the Registration Statement has become
effective under the Act, any required filings of the Preliminary Prospectus and
the Prospectus, and any supplements thereto, pursuant to Rule 424(b) under
the Act have been made in the manner and within the time period required by
Rule 424(b) (without reference to Rule 424(b)(8)), and, to the best
knowledge of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceedings for that purpose
have been instituted or are pending or contemplated under the Act, and the
Registration Statement, Preliminary Prospectus and the Prospectus, and each
amendment or supplement thereto, as of their respective effective or issue
dates, complied as to form in all material respects with the requirements of
the Act, the Exchange Act, the Trust Indenture Act and the Rules and
Regulations;


(xxv)  such counsel has examined the Registration
Statement, the Time of Sale Information and the Prospectus and nothing has come
to such counsel’s attention that would lead such counsel to believe that (a)
the Registration Statement, at the time it initially became effective, at the
time Post-Effective Amendment No. 2 thereto became effective and at each deemed
effective date with respect to the Underwriters pursuant to Rule 430B(f)(2)
under the Act, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, (b) the Preliminary Prospectus, at the Time of Sale, contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading or
(c) the Prospectus, at the date thereof and at the Closing Date, included or
includes any untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made,



 17
 









not misleading (in each of clauses (a), (b)
and (c), except for the financial statements and related schedules or other
financial or statistical data included or incorporated by reference therein and
that part of the Registration Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) of the Indenture Trustee under the
Trust Indenture Act, as to which such counsel will not be called upon to
express a belief); and


(xxvi)  the Class A-1 Notes are “eligible securities”
within the meaning of Rule 2a-7 of the Investment Company Act.


In rendering such
opinion, such counsel may rely (A) as to matters involving the application of
laws of any jurisdiction other than the State of Illinois, the State of New
York, the State of Delaware or the United States, to the extent such counsel
deems proper and specifies in such opinion, upon the opinion of other counsel
of good standing whom such counsel believes to be reliable and who are
satisfactory to the Underwriters and (B) as to matters of fact, to the extent
such counsel deems proper, on certificates of responsible officers of the Trust
Depositor and public officials.


All references in
this Section 8(c) to the Prospectus shall be deemed to include any amendment or
supplement thereto at the Closing Date.


(d)           The Underwriters shall have received
the opinion of Linda J. Dunn, General Counsel for Harley-Davidson, dated the
Closing Date and satisfactory in form and substance to the Underwriters, to the
effect that:


(i)  Harley-Davidson has obtained all material
licenses, permits and other governmental authorizations that are necessary to
the conduct of its business; such licenses, permits and other governmental
authorizations are in full force and effect, and Harley-Davidson is in all material
respects complying therewith and Harley-Davidson is otherwise in compliance
with all laws, rules, regulations and statutes of any jurisdiction to which it
is subject, except where non-compliance would not have a material adverse
effect on Harley-Davidson; and


(ii)  none of the execution and delivery of this
Agreement or the Transfer and Sale Agreement, the consummation of any of the
transactions therein contemplated or the fulfillment of the terms thereof will
conflict with, result in a breach or violation of, or constitute a default
under, any law or the charter or bylaws of Harley-Davidson or the terms of any
indenture or other agreement or instrument known to such counsel and to which
Harley-Davidson or the Trust Depositor is a party or by which it is bound or
any judgment, order or decree known to such counsel to be applicable to
Harley-Davidson or the Trust Depositor of any court, regulatory body,
administrative agency, governmental body, or arbitrator having jurisdiction
over Harley-Davidson or the Trust Depositor.


In rendering such
opinion, such counsel may rely (A) as to matters involving the application of
laws of any jurisdiction other than the State of Illinois or the United States,
to the extent such counsel deems proper and specifies in such opinion, upon the
opinion of other 



 18
 









counsel of good standing
whom such counsel believes to be reliable and who are satisfactory to the
Underwriters and (B) as to matters of fact, to the extent such counsel deems
proper, on certificates of responsible officers of Harley-Davidson and public
officials.


(e)           The Underwriters shall have received
the opinion of Winston & Strawn LLP, counsel for Harley-Davidson,
dated the Closing Date and satisfactory in form and substance to the
Underwriters, to the effect that:


(i)  Harley-Davidson has been duly incorporated
and is validly existing as a corporation in good standing under the laws of the
State of Nevada, with full corporate power and authority to own its properties
and conduct its business as described in the Preliminary Prospectus and the
Prospectus;


(ii)  this Agreement has been duly authorized,
executed and delivered by Harley-Davidson;


(iii)  the Sale and Servicing Agreement has been
duly authorized, executed and delivered by Harley-Davidson and constitutes a
legal, valid and binding obligation of Harley-Davidson, enforceable against
Harley-Davidson in accordance with its terms (subject, as to the enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, or
other laws affecting creditors’ rights generally from time to time in effect);


(iv)  the Transfer and Sale Agreement has been duly
authorized, executed and delivered by Harley-Davidson and constitutes a legal,
valid and binding obligation of Harley-Davidson, enforceable against
Harley-Davidson in accordance with its terms (subject, as to the enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, or
other laws affecting creditors’ rights generally from time to time in effect);


(v)  no consent, approval, authorization or order
of, or filing with, any court or governmental agency or body is required for
the consummation of the transactions contemplated herein or in any Basic
Document, except such as may be required under the blue sky or securities laws
of any jurisdiction in connection with the purchase and sale of the Offered
Securities by the Underwriters, the filing of the UCC-1 financing statements
relating to the conveyance of the Contracts by Harley-Davidson to the Trust
Depositor pursuant to the Transfer and Sale Agreement and of the Contracts and
other Trust Property to the Trust and of the Contracts and other Trust Property
to the Indenture Trustee for the benefit of the Noteholders pursuant to the
Sale and Servicing Agreement, the Trust Agreement and the Indenture, and such
other approvals (which shall be specified in such opinion) as have been
obtained and filings as have been made or are in the process of being made; and


(vi)  none of the execution and delivery of this
Agreement, the Sale and Servicing Agreement, the Transfer and Sale Agreement,
the consummation of any of the transactions therein contemplated or the
fulfillment of the terms thereof will 



 19
 









conflict with, result in a breach or
violation of, or constitute a default under, the charter or bylaws of
Harley-Davidson.


In rendering such
opinion, such counsel may rely (A) as to matters involving the application of
laws of any jurisdiction other than the State of New York, the State of
Delaware, the State of Illinois or the United States, to the extent such
counsel deems proper and specifies in such opinion, upon the opinion of other
counsel of good standing whom such counsel believes to be reliable and who are
satisfactory to the Underwriters and (B) as to matters of fact, to the extent
such counsel deems proper, on certificates of responsible officers of
Harley-Davidson and public officials.


All references in
this Section 8(e) to the Prospectus shall be deemed to include any amendment or
supplement thereto at the Closing Date.


(f)            The Underwriters shall have received
an opinion addressed to them from Winston & Strawn LLP, in its capacity as
federal tax counsel for the Trust Depositor, to the effect that the statements
in the Preliminary Prospectus and the Prospectus under the headings “Prospectus
Supplement Summary — Tax Status” and “Material Federal Income Tax Consequences”
accurately describe the material federal income tax consequences to holders of
the Offered Securities.  Winston &
Strawn LLP, in its capacity as special ERISA counsel to the Trust Depositor,
shall have delivered an opinion to the effect that the statements in the
Preliminary Prospectus and the Prospectus under the headings “Prospectus
Supplement Summary — ERISA Considerations” and “ERISA Considerations”, to
the extent that they constitute statements of matters of law or legal
conclusions with respect thereto, have been prepared or reviewed by such
counsel and accurately describe the material consequences to holders of the
Offered Securities under ERISA.


(g)           The Underwriters shall have received
from Sidley Austin LLP such
opinion or opinions, dated the Closing Date, with respect to the issuance and
sale of the Offered Securities, the Preliminary Prospectus, the Prospectus (as
amended or supplemented at the Closing Date) and other related matters as the
Underwriters may reasonably require, and the Trust Depositor shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.


(h)           The Underwriters shall have received
an opinion addressed to the Underwriters, the Trust Depositor and the Servicer
of Morris, James, Hitchens & Williams, counsel to Wilmington Trust Company
(the “Trust Company”) and special Delaware counsel for the Trust, dated the
Closing Date and satisfactory in form and substance to the Underwriters, to the
effect that:


(i)  the Trust has been duly organized and is
validly existing in good standing as a “statutory trust” within the meaning of
the Delaware Statutory Trust Act, 12 Del. C. c.38;



 20















(ii)  the Trust Company is a Delaware banking
corporation, duly organized and validly existing in good standing under the
laws of the State of Delaware and has all necessary power and authority to
enter into, to deliver and perform its obligations under the Trust Agreement
and to act as the Owner Trustee and to enter into, deliver and perform its
obligations as Owner Trustee under each of the other Transaction Documents to
which the Trust or the Owner Trustee, as the case may be, is a party;


(iii)  the execution, delivery and performance by
the Trust of each of the Transaction Documents to which it is a party (i) has
been duly authorized by the Trust Agreement, and (ii) does not require the
consent or approval of, or the giving of notice to, the registration with, or
the taking of any other action in respect of any governmental authority or
agency of the United States federal government or the State of Delaware
regulating the banking and trust powers of the Trust Company, other than the
filing with the Secretary of State of a certificate of trust pursuant to 12
Del. C. § 3810, which filing has been made. 
Upon the due execution and delivery of the Trust Agreement by the Trust
Company, the Trust Agreement duly authorizes the Trust Company, acting alone,
to execute and deliver, on behalf of the Trust, each of the Transaction
Documents;


(iv)  the Trust Agreement and each other
Transaction Document to which the Trust is a party have been duly authorized,
executed and delivered by the Trust, and the Trust Agreement and each such
other Transaction Document to the extent entered into by the Trust constitutes
a legal, valid and binding obligation of the Trust, enforceable against the
Trust in accordance with the terms thereof. 
The Trust Agreement constitutes the legal, valid and binding obligation
of the Trust Company enforceable against the Trust Company in accordance with
its terms;


(v)  to the knowledge of such counsel, no
litigation, investigation or proceeding of or before any arbitrator, court,
tribunal or governmental authority is pending or threatened by or against the
Trust or the Trust Company (a) with respect to any of the Transaction Documents
or any of the transactions contemplated thereby, or (b) which if determined
adversely against the Trust or the Trust Company, as the case may be,
individually or in the aggregate, would materially and adversely affect the
Trust Estate or the validity of, or the right, power or authority of the Trust
to enter into or perform its obligations under, the Transaction Documents;


(vi)  to the knowledge of such counsel, there exist
no liens affecting the interests of the Trust in and to the Trust Estate
resulting from acts or omissions to act of or claims against the Trust, except
liens created by the Transaction Documents;


(vii)  neither the execution and delivery by the
Trust Company or the Trust, as the case may be, of the Transaction Documents,
nor the fulfillment of or compliance by the Trust Company or the Trust, as the
case may be, with the respective provisions thereof, conflicts with, or results
in a breach of the terms, 



 21
 









conditions or provisions of, or constitutes a
default under, or results in a violation of, the charter or by-laws of the
Trust Company, any law of the State of Delaware or any federal law of the
United States of America governing the banking and trust powers of the Trust
Company or, to the best knowledge of such counsel, any agreement, indenture,
instrument, order, judgment or decree to which the Trust Company, the Trust or
any of their respective properties is subject;


(viii)  to the extent that Article 9 of the Delaware
Uniform Commercial Code is applicable (without regard to conflict of laws
principles), and assuming that the security interest in the Trust’s rights in
the Contracts and the proceeds thereof that may be perfected under the UCC
solely by the filing of a financing statement with the Secretary of State of
Delaware (the “Trust Collateral”), has been duly created and has attached, upon
the filing of the Trust Financing Statement with the Secretary of State of
Delaware, the Indenture Trustee will have a perfected security interest in all
right, title and interest of the Trust in the Trust Collateral;


(ix)  under 12 Del. C. § 3805(b), no creditor of
the Certificateholder (including creditors of the Trust Depositor, as the
Certificateholder) shall have any right to obtain possession of, or otherwise
exercise legal or equitable remedies with respect to, the property of the
Trust; and


(x)  the Certificate has been duly authorized,
executed and authenticated by the Owner Trustee on behalf of the Trust and,
when the Certificate has been issued and delivered in accordance with the
instructions of the Trust Depositor, the Certificate will be validly issued and
entitled to the benefits of the Trust Agreement.


(i)            The Underwriters shall have received
an opinion addressed to the Underwriters and the Trust Depositor of Chapman and
Cutler LLP, counsel to The Bank of
New York Trust Company, N.A. (the “Bank”), dated the Closing Date and
satisfactory in form and substance to the Underwriters, to the effect that:


(i)  the Bank is duly organized and validly
existing as a national banking association under the laws of the United States
of America;


(ii)  the Bank has the full corporate power to
accept the office of Indenture Trustee under the Indenture and to enter into
and perform its obligations under the Indenture and the Sale and Servicing
Agreement;


(iii)  the execution and delivery of the Indenture,
the Sale and Servicing Agreement and the performance by the Bank of its
obligations under the Indenture and the Sale and Servicing Agreement have been
duly authorized by all necessary corporate action of the Bank and each has been
duly executed and delivered by the Bank;


(iv)  the Indenture and the Sale and Servicing Agreement
constitute valid and binding obligations of the Bank enforceable against the
Bank in accordance 



 22
 









with their
terms under the laws of the State of Illinois and the federal law of the United
States;


(v)  the execution and delivery by the Bank of the
Indenture and the Sale and Servicing Agreement do not require any consent,
approval or authorization of, or any registration or filing with, any Illinois
or United States federal governmental authority;


(vi)  each of the Notes has been duly authenticated
by the Bank, as Indenture Trustee;


(vii)  neither the consummation by the Bank of the
transactions contemplated in the Indenture or the Sale and Servicing Agreement
nor the fulfillment of the terms thereof by the Bank will conflict with, result
in a breach or violation of, or constitute a default under, any law or the
charter, bylaws or other organizational documents of the Bank, or the terms of
any indenture or other agreement or instrument and to which the Bank or any of
its subsidiaries is a party or by which it is bound, or any judgment, order or
decree to be applicable to the Bank or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or arbitrator having
jurisdiction over the Bank or any of its subsidiaries;


(viii)  there is no action, suit or proceeding
pending or threatened against the Bank (as Indenture Trustee under the
Indenture or in its individual capacity) before or by any governmental
authority that, if adversely decided, would materially and adversely affect the
ability of the Bank to perform its obligations under the Indenture or the Sale
and Servicing Agreement; and


(ix)  the execution and delivery by the Bank of,
and the performance by the Bank of its obligations under, the Indenture and the
Sale and Servicing Agreement will not subject any of the property or assets of
the Trust, or any portion thereof, to any lien created by or arising under the
Bank that are unrelated to the transactions contemplated in such Agreements.


(j)            The Underwriters shall have received
such opinions, addressed to the Underwriters and dated the Closing Date, as are
delivered to the Rating Agencies.


(k)           The Underwriters shall have received
an opinion from Winston & Strawn LLP, counsel for the Trust Depositor,
dated the Closing Date and satisfactory in form and substance to the
Underwriters regarding 1) the true-sale of the Contracts by Harley-Davidson to
the Trust Depositor and 2) the first priority perfected security interest of
the Trust and the pledge by the Trust of the Contracts and other Trust Property
to the Indenture Trustee for the benefit of the Noteholders.


(l)            The Underwriters shall have received
an opinion from Winston & Strawn LLP, counsel for the Trust Depositor,
dated the Closing Date and 



 23
 









satisfactory
in form and substance to the Underwriters regarding substantive consolidation.


(m)          The Underwriters shall have received
an opinion from Hale Lane Peek Dennison and Howard, special Nevada counsel to
Eaglemark Savings Bank, dated the Closing Date and reasonably satisfactory in
form and substance to the Underwriters regarding Eaglemark Savings Bank and
related matters.


(n)           The Underwriters shall have received
a certificate dated the Closing Date of any of the Chairman of the Board, the
President, the Executive Vice President, any Vice President, the Treasurer, any
Assistant Treasurer, the principal financial officer or the principal
accounting officer of the Trust Depositor in which such officer shall state
that, to the best of his or her knowledge after reasonable investigation:


(i)  the representations and warranties of the
Trust Depositor contained in this Agreement and the Basic Documents are true
and correct;


(ii)  the Trust Depositor has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied under such agreements at or prior to the Closing Date;


(iii)  since the date of the Preliminary Prospectus,
no material adverse change, or any development involving a prospective material
adverse change, in or affecting particularly the business or properties of the
Trust Depositor has occurred; and


(iv)  no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose
have been instituted or are contemplated by the Commission.


(o)           The Underwriters shall have received
a certificate dated the Closing Date of any of the Chairman of the Board, the
President, the Executive Vice President, any Vice President, the Treasurer, any
Assistant Treasurer, the principal financial officer or the principal
accounting officer of Harley-Davidson in which such officer shall state that,
to the best of his or her knowledge after reasonable investigation:


(i)  the representations and warranties of
Harley-Davidson contained in this Agreement and the Basic Documents are true
and correct;


(ii)  Harley-Davidson has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied under such agreements at or prior to the Closing Date;


(iii)  since the date of the most recent financial
information included in the Preliminary Prospectus, no material adverse change,
or any development 



 24
 









involving a prospective material adverse
change, in or affecting particularly the business or properties of
Harley-Davidson has occurred; and


(iv)  no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose
have been instituted or are contemplated by the Commission.


(p)           The Underwriters shall have received
evidence satisfactory to them that, on or before the Closing Date, UCC-1
financing statements have been or are being filed in the offices of the
Secretary of State of the State of Nevada and the Secretary of State of the
State of Delaware reflecting the sale of the Contracts by Harley-Davidson to
the Trust Depositor and of the Contracts and other Trust Property by the Trust
Depositor to the Trust and the pledge by the Trust of the contracts and other
Trust Property to the Indenture Trustee for the benefit of the Noteholders.


(q)           At or prior to the Time of Sale and
at the Closing Date, Ernst & Young LLP shall have furnished to the
Underwriters a letter or letters, dated respectively as of the date of the Time
of Sale and as of the Closing Date, substantially in the forms of the drafts to
which the Underwriters have previously agreed and otherwise in form and
substance satisfactory to the Underwriters concerning the Time of Sale
Information and the Prospectus.


(r)            Subsequent to the Execution Time or,
if earlier, the dates as of which information is given in the Preliminary
Prospectus, there shall not have been any change or any development involving a
prospective change in or affecting the business or properties of
Harley-Davidson or the Trust Depositor the effect of which is, in the judgment
of the Underwriters, so material and adverse as to make it impractical or
inadvisable to market the Offered Securities as contemplated by the Preliminary
Prospectus.


(s)           The Class A-1 Notes shall have been
rated “Prime-1” by Moody’s and “A-1+” by S&P.  The Class A-2, Class A-3 and Class A-4 Notes
shall have been rated “Aaa” by Moody’s and “AAA” by S&P.


(t)            The Class B Notes shall have been
rated at least “A” by S&P and “A1” by Moody’s.


(u)           The Class C Notes shall have been
rated at least “BBB” by S&P and “Baa2” by Moody’s.


(v)           On or prior to the Closing Date, the
Offered Securities shall have been accepted for settlement through the
facilities of DTC.


(w)          On the Closing Date, the Certificate
shall have been issued and delivered to the Trust Depositor.



 25
 









(x)            Prior to the Closing Date, the Trust
Depositor shall have furnished to the Underwriters such further information,
certificates and documents as the Underwriters may reasonably request.


If any of the
conditions specified in this Section 8 shall not have been fulfilled in all
material respects when and as provided in this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form and substance to
the Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be canceled at, or at any time prior to, the Closing Date by the
Underwriters.  Notice of such
cancellation shall be given to the Trust Depositor in writing or by telephone
or telegraph confirmed in writing.


9.             Reimbursement of Expenses.  If the sale of the Offered Securities
provided for herein is not consummated because any condition to the obligation
of the Underwriters set forth in Section 8 hereof is not satisfied, because of
any refusal, inability or failure on the part of Harley-Davidson or the Trust
Depositor to perform any agreement herein or to comply with any provision
hereof other than by reason of a default by the Underwriters in payment for the
Offered Securities on the Closing Date, Harley-Davidson and the Trust Depositor
will reimburse the Underwriters upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Offered Securities.


10.           Indemnification and Contribution.  (a) 
The Trust Depositor and Harley-Davidson, jointly and severally, agree to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls each Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Preliminary
Prospectus, the Prospectus, any Trust Free Writing Prospectus, the Time of Sale
Information, the Issuer Information or any information provided by the Trust
Depositor or Harley-Davidson to any Underwriter or any holder or prospective
purchaser of Offered Securities or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, and agrees to reimburse each such indemnified party,
as incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however,
that the Trust Depositor and Harley-Davidson will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made (x) in the Preliminary Prospectus, the
Prospectus, any Trust Free Writing Prospectus or the Time of Sale Information,
or in any amendment thereof or supplement thereto, in reliance upon and in
conformity with the Underwriter Information or (y) in any Derived
Information (as defined in Section 11 below) unless such untrue statement
or alleged untrue statement or omission or alleged omission made in any Derived
Information results from an error 



 26
 









or omission in the
Preliminary Prospectus, the Prospectus, the Time of Sale Information or any
Issuer Information.


(b)           Each Underwriter,
severally and not jointly, agrees to indemnify and hold harmless the Trust
Depositor and Harley-Davidson, their directors, their officers and each person
who controls the Trust Depositor or Harley-Davidson within the meaning of
either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Trust Depositor and Harley-Davidson to each Underwriter, but
only with reference to untrue statements or omissions or alleged untrue
statements or omissions made in (x) the Registration Statement, the Preliminary
Prospectus, the Prospectus or the Time of Sale Information or in any amendment
thereof or supplement thereto in reliance upon and in conformity with the
Underwriter Information or (y) any Derived Information; provided, however, that the indemnity with
respect to clause (y) above shall not apply to any untrue statement or alleged
untrue statement or omission or alleged omission made in any Derived
Information that results from an error or omission in (i) the Preliminary
Prospectus, (ii) the Prospectus, (iii) the Time of Sale Information or (iv) any
Issuer Information.  This indemnity
agreement will be in addition to any liability that an Underwriter may
otherwise have.


(c)           Upon receipt by an
indemnified party under this Section 10 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 10, promptly notify the
indemnifying party in writing of the commencement thereof; but the failure so
to notify the indemnifying party (i) will not relieve it from liability under
paragraph (a) or (b) above unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a) or (b)
above.  The indemnifying party shall be
entitled to appoint counsel of the indemnifying party’s choice at the
indemnifying party’s expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall
be satisfactory to the indemnified party. 
Notwithstanding the indemnifying party’s election to appoint counsel to represent
the indemnified party in an action, the indemnified party shall have the right
to employ separate counsel (including local counsel), and the indemnifying
party shall bear the reasonable fees, costs and expenses of such separate
counsel if (i) the use of counsel chosen by the indemnifying party to represent
the indemnified party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified parties and the indemnifying party and the
indemnified parties shall have reasonably concluded that there may be legal
defenses available to them and/or other indemnified parties that are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party.  An
indemnifying party shall not, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such 



 27
 









indemnified party, unless such settlement (x) does not include a
statement as to, or admission of, fault, culpability or a failure to act by or on
behalf of any such indemnified party, and (y) includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such proceeding.


(d)           In the event that
the indemnity provided in paragraph (a) or (b) of this Section 10 is
unavailable to or insufficient to hold harmless an indemnified party for any
reason, the Trust Depositor, Harley-Davidson and each Underwriter agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively “Losses”) to which the Trust Depositor,
Harley-Davidson and the several Underwriters may be subject in such proportion
as is appropriate to reflect the relative benefits received by the Trust
Depositor and Harley-Davidson on the one hand and by the several Underwriters
on the other from the offering of the Offered Securities; provided, however, that in no case shall
any Underwriter be responsible for any amount in excess of the purchase
discount or commission applicable to the Offered Securities purchased by such
Underwriter hereunder.  If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the Trust Depositor, Harley-Davidson and each Underwriter shall contribute in
such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Trust Depositor and Harley-Davidson on the
one hand and of the several Underwriters on the other in connection with the
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. 
Benefits received by the Trust Depositor and Harley-Davidson shall be
deemed to be equal to the total net proceeds from the offering (before
deducting expenses), and benefits received by any Underwriter shall be deemed
to be equal to the total purchase discounts and commissions received by such
Underwriter from the Trust Depositor in connection with the purchase of the
Offered Securities hereunder.  Relative
fault shall be determined by reference to whether any alleged untrue statement
or omission relates to information provided by the Trust Depositor and
Harley-Davidson on the one hand or the several Underwriters on the other.  The Trust Depositor, Harley-Davidson and the
several Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation that does not take account of the equitable considerations referred
to above.  Notwithstanding the provisions
of this paragraph (d), no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 10, each person
who controls any Underwriter within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Underwriter
shall have the same rights to contribution as such Underwriter, and each person
who controls the Trust Depositor or Harley-Davidson within the meaning of
either the Act or the Exchange Act and each officer and director of the Trust
Depositor or Harley-Davidson shall have the same rights to contribution as the
Trust Depositor or Harley-Davidson, subject in each case to the applicable
terms and conditions of this paragraph (d).


11.           Free Writing Prospectuses.


(a)           The
following terms have the specified meanings for purposes of this
Agreement:



 28
 









“Free Writing Prospectus” means and includes any information relating to the Offered Securities disseminated by the
Trust Depositor or any Underwriter that constitutes a “free writing prospectus”
within the meaning of Rule 405 under the Act.


“Issuer Information” means (1) the
information contained in any Underwriter Free Writing Prospectus which
information is also included in the Preliminary Prospectus or the Prospectus
(other than Underwriter Information), (2) information in the Preliminary Prospectus
or the Prospectus provided by the Trust Depositor or Harley-Davidson that is
used to calculate or create any Derived Information and (3) any computer tape or other information in
respect of the Offered Securities, the Contracts or other Trust Property
furnished by the Trust Depositor or Harley-Davidson to any Underwriter.


“Derived Information” means such written
information regarding the Offered Securities as is disseminated by any
Underwriter to a potential investor, which information is neither (A) Issuer
Information nor (B) contained in the Registration Statement, the Preliminary
Prospectus, the Prospectus Supplement, the Prospectus or any amendment or
supplement to any of them, taking into account information incorporated therein
by reference (other than information incorporated by reference from any
information regarding the Offered Securities that is disseminated by any
Underwriter to a potential investor).


(b)           Neither
the Trust Depositor nor any Underwriter shall disseminate or file with the
Commission any information relating to the Offered Securities in reliance on
Rule 167 or 426 under the Act, nor shall the Trust Depositor or any Underwriter
disseminate any Underwriter Free Writing Prospectus (as defined below) “in a
manner reasonably designed to lead to its broad unrestricted dissemination”
within the meaning of Rule 433(d) under the Act.


(c)           The
Trust Depositor shall not disseminate to any potential investor any information
relating to the Offered Securities that constitutes a “written communication”
within the meaning of Rule 405 under the Act, other than the Time of Sale
Information and the Prospectus, unless the Trust Depositor has obtained the
prior consent of Citigroup Global Markets Inc.


(d)           Each
Underwriter represents, warrants, covenants and agrees with the Trust Depositor
that, other than the Preliminary Prospectus and the Prospectus, it has not
made, used, prepared, authorized, approved or referred to and will not prepare,
make, use, authorize, approve or refer to any “written communication” (as
defined in Rule 405 under the Act) that constitutes an offer to sell or
solicitation of an offer to buy the Offered Securities, including but not
limited to any “ABS informational and computational materials” as defined in
Item 1101(a) of Regulation AB under the Act; provided, however,
that (i) each Underwriter may prepare and
convey one or more “written communications” (as defined in Rule 405 under the
Act) containing no more than the following: (1) information included in the
previously filed Preliminary Prospectus, (2) information relating to the class,
size, rating, price, CUSIP numbers, coupon, yield, spread, benchmark, pricing
prepayment speed and clean up call information, status and/or legal maturity
date of the Offered Securities, any credit enhancement expected to be provided
with respect to the Offered Securities or the Contracts, any derivatives
expected to be entered into in connection with the Offered Securities or the
Contracts, the weighted average life, 



 29
 









expected final payment date, trade date,
settlement date and payment window of one or more classes of Offered
Securities, the names of any underwriters for one or more classes of Offered
Securities and the names of any credit enhancement or derivative providers, (3)
the eligibility of the Offered Securities to be purchased by ERISA plans and
(4) syndicate structure and a column or other entry showing the status of the
subscriptions for the Offered Securities (both for the issuance as a whole and
for each Underwriter’s retention) and/or expected pricing parameters of the
Offered Securities (each such written communication, an “Underwriter Free
Writing Prospectus”); (ii) each Underwriter shall provide the Trust
Depositor with a true and accurate copy of each Free Writing Prospectus
conveyed by it of the type referred to in Rule 433(d)(5)(ii) under the Act no
later than the close of business on the date of first use and in any event not
less than one business day prior to the required date of filing with the
Commission; and (iii) each Underwriter is permitted to provide information
customarily included in confirmations of sales of securities and notices of
allocations and information delivered in compliance with Rule 134 of the Act.


(e)           Harley-Davidson
agrees to file with the Commission when required under the Rules and
Regulations the following:


(i)  any Free Writing Prospectus
that includes Issuer Information (any such Free Writing Prospectus, a “Trust
Free Writing Prospectus”);


(ii)           subject to the Underwriters’ compliance with Section 11(d),
any Underwriter Free Writing Prospectus at the time required to be filed; and


(iii)  any Free Writing
Prospectus for which the Trust Depositor or any person acting on its behalf,
including, without limitation, Harley-Davidson, provided, authorized or
approved information that is prepared and published or disseminated by a person
unaffiliated with the Trust Depositor or any other offering participant that is
in the business of publishing, radio or television broadcasting or otherwise
disseminating communications.


(f)            Notwithstanding the
provisions of Section 11(e), Harley-Davidson will not be required to file any
Free Writing Prospectus that does not contain substantive changes from or
additions to a Free Writing Prospectus previously filed with the Commission.


(g)           The Trust Depositor
and the Underwriters each agree that any Free Writing Prospectuses prepared by
it will contain a legend substantially similar to the following legend:


The issuer has filed a registration statement (including a prospectus)
with the SEC for the offering to which this communication relates.  Before you invest, you should read the
prospectus in that registration statement and other documents the issuer has
filed with the SEC for more complete information about the issuer and this
offering.  You may get these documents
for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the issuer, any underwriter or
any dealer participating in the offering will arrange to send you the
prospectus if you request it by calling toll-free 1-8[xx-xxx-xxxx].



 30
 









(h)           In the event the
Trust Depositor or Harley-Davidson becomes aware that, as of the Time of Sale,
any Time of Sale Information contains or contained any untrue statement of
material fact or omits or omitted to state a material fact necessary in order
to make the statements contained therein (when read in conjunction with all
Time of Sale Information) in light of the circumstances under which they were
made, not misleading (a “Defective Prospectus”), Harley-Davidson shall promptly
notify the Underwriters of such untrue statement or omission no later than one
business day after discovery and Harley-Davidson shall, if requested by the
Underwriters, prepare and deliver to the Underwriters a Corrected Prospectus.


(i)            In disseminating
information to prospective investors, each Underwriter has complied and will
continue to comply fully with all applicable Rules and Regulations, including
but not limited to Rules 164 and 433 under the Act and the requirements
thereunder for filing and retention of Free Writing Prospectuses, including
retaining any Free Writing Prospectuses it has used but which are not required
to be filed for the required period.


(j)            Prior to entering
into any Contract of Sale, each Underwriter shall convey the Time of Sale
Information to the prospective investor. 
Each Underwriter shall maintain sufficient records to document its
conveyance of the Time of Sale Information to the potential investor prior to
the formation of the related Contract of Sale and shall maintain such records
as required by the Rules and Regulations.


(k)           If a Defective Prospectus has been
corrected with a Corrected Prospectus, each Underwriter shall (A) deliver the
Corrected Prospectus to each investor with whom it entered into a Contract of
Sale and that received the Defective Prospectus from it prior to entering into
a new Contract of Sale with such investor, (B) notify such investor that the prior Contract of Sale
with the investor, if any, has been terminated and of the investor’s rights as
a result of such agreement and (C) provide such investor with an opportunity to
agree to purchase the Offered Securities on the terms described in the
Corrected Prospectus, in each case as consistent with the Underwriter’s good
faith interpretation of the requirements of Commission Release No. 33-8591.


12.           Defaults of the Underwriters.  If any Underwriter defaults in its obligation
to purchase the Offered Securities hereunder on the Closing Date and
arrangements satisfactory to the nondefaulting Underwriters and the Trust
Depositor for the purchase of such Offered Securities by other persons are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of the nondefaulting Underwriters, Harley-Davidson or the
Trust Depositor, except as provided in Section 15.  Nothing herein will relieve a defaulting
Underwriter from liability for its default. 
The term “Underwriter” includes any person substituted for an
Underwriter under this Section.


In the event of any
such default that does not result in a termination of this Agreement, any of
the nondefaulting Underwriters or the Trust Depositor shall have the right to
postpone the Closing Date for a period not exceeding seven days in order to
effect any required change in the Registration Statement or Prospectus or in
any other documents or arrangements.


13.           Termination.  This Agreement shall be subject to
termination in the absolute discretion of the Underwriters, by notice given to
the Trust Depositor prior to delivery of and 



 31
 









payment for the Offered
Securities, if prior to such time (i) trading in securities generally on the
New York Stock Exchange or the Nasdaq Stock Market’s National Market shall have
been suspended or limited or minimum prices shall have been established on
either such exchange, (ii) a banking moratorium shall have been declared either
by federal or New York State authorities or (iii) there shall have occurred any
outbreak or escalation of hostilities, declaration by the United States of a national
emergency or war, or other calamity or crisis the effect of which on financial
markets is such as to make it, in the judgment of the Underwriters,
impracticable or inadvisable to proceed with the offering or delivery of the
Offered Securities as contemplated by the Prospectus.


14.           No Bankruptcy Petition.  Each Underwriter covenants and agrees that,
prior to the date which is one year and one day after the payment in full of
all securities issued by the Trust Depositor or by a trust for which the Trust Depositor
was the depositor, which securities were rated by any nationally recognized
statistical rating organization, it will not institute against, or join any
other Person in instituting against, the Trust Depositor any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any federal or state bankruptcy or similar law.


15.           Representations and Indemnities to
Survive.  The respective agreements,
representations, warranties, indemnities and other statements of the Trust
Depositor and Harley-Davidson and their respective officers and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by or on behalf of
any Underwriter, the Trust Depositor or Harley-Davidson or any of the officers,
directors or controlling persons referred to in Section 13 hereof, and will
survive delivery of and payment for the Offered Securities.  The provisions of Sections 9, 10 and 16 hereof
shall survive the termination or cancellation of this Agreement.


16.           Relationship Among Parties.  Harley-Davidson and the Trust Depositor acknowledge
and agree that the Underwriters are acting solely in the capacity of an arm’s
length contractual counterparty to Harley-Davidson and the
Trust Depositor with respect to the offering of the Offered Securities
contemplated hereby (including in connection with determining the terms of the
offering) and not as a financial advisor or a fiduciary to, or an agent of, Harley-Davidson, the Trust Depositor or any other
person.  Additionally, none of the
Underwriters are advising Harley-Davidson, the Trust
Depositor or any other person as to any legal, tax, investment,
accounting or regulatory matters in any jurisdiction.  Harley-Davidson and the
Trust Depositor shall consult with their own advisors concerning such
matters and shall be responsible for making their own independent investigation
and appraisal of the transactions contemplated hereby, and the Underwriters shall
have no responsibility or liability to Harley-Davidson or
the Trust Depositor with respect to any legal, tax, investment,
accounting or regulatory matters. Any review by the Underwriters of Harley-Davidson, the Trust Depositor, the transactions
contemplated hereby or other matters relating to such transactions will be
performed solely for the benefit of the Underwriters and shall not be on behalf
of Harley-Davidson or the Trust Depositor.


17.           Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Underwriters, will
be mailed, delivered or telegraphed and confirmed to them c/o Citigroup Global
Markets Inc., 390 Greenwich Street, 6th Floor, New York, 



 32
 









New York 10013,
Attention: North American ABS; or if sent to the Trust Depositor, will be
mailed, delivered or telegraphed and confirmed to it at Harley-Davidson
Customer Funding Corp., 3850 Arrowhead Drive, Carson City, Nevada 89706,
Attention:  President; or if sent to
Harley-Davidson, will be mailed, delivered, telegraphed and confirmed to it at
Harley-Davidson Credit Corp., 3850 Arrowhead Drive, Carson City, Nevada 89706,
Attention: President.


18.           Successors.  This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 10
hereof, and, except as expressly set forth herein, no other person will have
any right or obligation hereunder.


19.           Applicable Law.  This Agreement will be governed by and
construed in accordance with the laws of the State of New York.


20.           Business Day.  For purposes of this Agreement, “business day”
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which national banking associations in the cities of Chicago, Illinois or New
York, New York are authorized or obligated by law, executive order or
regulation to close.


21.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all such
counterparts will together constitute one and the same agreement.



 33














If the foregoing
is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this Agreement and your
acceptance shall represent a binding agreement among the Trust Depositor,
Harley-Davidson and the several Underwriters.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
  

  	
  HARLEY-DAVIDSON CUSTOMER FUNDING

  
	
   

  	
  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry A. Glassgow

  	
   

  
	
   

  	
   

  	
  Name: Perry A. Glassgow

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry A. Glassgow

  	
   

  
	
   

  	
   

  	
  Name: Perry A. Glassgow

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  



 


The
foregoing Agreement is hereby


confirmed and accepted as
of the


date
first above written.


CITIGROUP
GLOBAL MARKETS INC.


ABN
AMRO INCORPORATED

BNP PARIBAS SECURITIES CORP.


J.P. MORGAN SECURITIES
INC.


WACHOVIA
CAPITAL MARKETS, LLC


By: CITIGROUP GLOBAL MARKETS INC.


	
  By:

  	
  /s/ Christopher D’Onofrio

  	
   

  
	
   

  	
  Name:  Christopher D’Onofrio

  
	
   

  	
  Title: 
  Director

  



 















SCHEDULE I


HARLEY-DAVIDSON MOTORCYCLE TRUST 2007-2


	
  OFFERED SECURITY

  	
   

  	
  PRINCIPAL AMOUNT

  	
   

  	
  PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-1 Notes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citigroup Global
  Markets Inc.

  	
   

  	
  $

  	
  27,600,000

  	
   

  	
  99.90000

  	
  %

  
	
  ABN AMRO Incorporated

  	
   

  	
  $

  	
  27,600,000

  	
   

  	
  99.90000

  	
  %

  
	
  BNP Paribas Securities
  Corp.

  	
   

  	
  $

  	
  27,600,000

  	
   

  	
  99.90000

  	
  %

  
	
  J.P. Morgan Securities
  Inc.

  	
   

  	
  $

  	
  27,600,000

  	
   

  	
  99.90000

  	
  %

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  	
  $

  	
  27,600,000

  	
   

  	
  99.90000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-2 Notes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citigroup Global
  Markets Inc.

  	
   

  	
  $

  	
  57,000,000

  	
   

  	
  99.85637

  	
  %

  
	
  ABN AMRO Incorporated

  	
   

  	
  $

  	
  57,000,000

  	
   

  	
  99.85637

  	
  %

  
	
  BNP Paribas Securities
  Corp.

  	
   

  	
  $

  	
  57,000,000

  	
   

  	
  99.85637

  	
  %

  
	
  J.P. Morgan Securities
  Inc.

  	
   

  	
  $

  	
  57,000,000

  	
   

  	
  99.85637

  	
  %

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  	
  $

  	
  57,000,000

  	
   

  	
  99.85637

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-3 Notes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citigroup Global
  Markets Inc.

  	
   

  	
  $

  	
  49,000,000

  	
   

  	
  99.82181

  	
  %

  
	
  ABN AMRO Incorporated

  	
   

  	
  $

  	
  49,000,000

  	
   

  	
  99.82181

  	
  %

  
	
  BNP Paribas Securities
  Corp.

  	
   

  	
  $

  	
  49,000,000

  	
   

  	
  99.82181

  	
  %

  
	
  J.P. Morgan Securities
  Inc.

  	
   

  	
  $

  	
  49,000,000

  	
   

  	
  99.82181

  	
  %

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  	
  $

  	
  49,000,000

  	
   

  	
  99.82181

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-4 Notes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citigroup Global
  Markets Inc.

  	
   

  	
  $

  	
  38,825,000

  	
   

  	
  99.78721

  	
  %

  
	
  ABN AMRO Incorporated

  	
   

  	
  $

  	
  38,825,000

  	
   

  	
  99.78721

  	
  %

  
	
  BNP Paribas Securities
  Corp.

  	
   

  	
  $

  	
  38,825,000

  	
   

  	
  99.78721

  	
  %

  
	
  J.P. Morgan Securities
  Inc.

  	
   

  	
  $

  	
  38,825,000

  	
   

  	
  99.78721

  	
  %

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  	
  $

  	
  38,825,000

  	
   

  	
  99.78721

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B Notes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citigroup Global
  Markets Inc.

  	
   

  	
  $

  	
  30,875,000

  	
   

  	
  99.67578

  	
  %

  
	
  ABN AMRO Incorporated

  	
   

  	
  $

  	
  30,875,000

  	
   

  	
  99.67578

  	
  %

  
	
  BNP Paribas Securities
  Corp.

  	
   

  	
  $

  	
  0

  	
   

  	
  99.67578

  	
  %

  
	
  J.P. Morgan Securities
  Inc.

  	
   

  	
  $

  	
  0

  	
   

  	
  99.67578

  	
  %

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  	
  $

  	
  0

  	
   

  	
  99.67578

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class C Notes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citigroup Global
  Markets Inc.

  	
   

  	
  $

  	
  13,062,500

  	
   

  	
  99.63862

  	
  %

  
	
  ABN AMRO Incorporated

  	
   

  	
  $

  	
  13,062,500

  	
   

  	
  99.63862

  	
  %

  



 











 


	
  BNP Paribas Securities
  Corp.

  	
   

  	
  $

  	
  0

  	
   

  	
  99.63862

  	
  %

  
	
  J.P. Morgan Securities
  Inc.

  	
   

  	
  $

  	
  0

  	
   

  	
  99.63862

  	
  %

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  	
  $

  	
  0

  	
   

  	
  99.63862

  	
  %