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 11:00 a.m.
on January 23, 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 January 22,
2007 (the "Preliminary Prospectus Supplement") to the base prospectus dated
January 22, 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.
3
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 JANUARY 23, 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 JANUARY 22,
2007 (THE "BASE PROSPECTUS"), RELATING TO THE OFFERED SECURITIES AND THE METHOD
OF DISTRIBUTION THEREOF.
SUCH