SCHEDULE to the MasterAgreement dated as of August30, 2007 between

Exhibit 10.6

SCHEDULE

to the

Master Agreement

dated as of August 30, 2007

between

Part 1

Termination Provisions

In this Agreement:

(1)                                  “Specified Entity” shall not apply.

(2)                                  The “Breach of Agreement” provisions of Section 5(a)(ii) will apply to Morgan and will not apply to the Counterparty.

(3)                                  The “Credit Support Default” provisions of Section 5(a)(iii) will apply to Morgan and will not apply to the Counterparty, except that Section 5(a)(iii)(1) will apply to Counterparty in respect of Counterparty’s obligations under Paragraph 3(b) of the Approved Credit Support Document.

(4)                                  The “Misrepresentation” provisions of Section 5(a)(iv) will apply to Morgan and will not apply to the Counterparty.

(5)                                  The “Default Under Specified Transaction” provisions of Section 5(a)(v) will apply to Morgan and will not apply to the Counterparty.

(6)                                  The “Cross Default” provisions of Section 5(a)(vi) will not apply to the Counterparty.  The “Cross Default” provisions of Section 5(a)(vi) will apply to Morgan and for such purpose:

(a)                            “Specified Indebtedness” will have the meaning specified in Section 14, except that such term shall not include obligations in respect of deposits received in the ordinary course of such party’s banking business.

(b)                                 “Threshold Amount” means, with respect to Morgan, an amount equal to three percent of the shareholders’ equity of the applicable Relevant Entity (as defined below in Part 6).

(7)                                  The “Bankruptcy” provisions of Section 5(a)(vii) shall apply to Morgan and the Counterparty provided that:

(a)                            Section 5(a)(vii)(2), (7) and (9) will not apply to the Counterparty;

(b)                                 Section 5(a)(vii)(4) will not apply to the Counterparty to the extent that it refers to proceedings or petitions instituted or presented by Morgan or any of Morgan’s Affiliates;

(c)                                  Section 5(a)(vii)(6) will not apply to the Counterparty to the extent that it refers to (i) any appointment that is contemplated or effected by any document to which the Counterparty is, as of the date of this Agreement, a party in connection with the transactions contemplated by the Indenture or (ii) any such appointment to which the Counterparty has not yet become subject to; and

(d)                                 Section 5(a)(vii)(8) will apply to the Counterparty but only to the extent that it applies to Sections 5(a)(vii)(2), (4), (6) and (7) as they apply with respect to the Counterparty).

(8)                                  The “Merger Without Assumption” provisions of Section 5(a)(viii) will apply to Morgan and will not apply to the Counterparty.

(9)                                  The “Tax Event” provisions of Section 5(b)(ii) will apply to Morgan and to the Counterparty, provided that the words “(x) any action taking by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y)” shall be deleted.

(10)                            The “Tax Event Upon Merger” provisions of Section 5(b)(iii) will apply, provided that Morgan shall not be entitled to designate an Early Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected Party.

(11)                            The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to Morgan and will not apply to the Counterparty.

(12)                            The “Automatic Early Termination” provisions of Section 6(a) will not apply to Morgan and will not apply to the Counterparty.

(13)                            The “Transfer to Avoid Termination Event” provisions of 6(b)(ii) will apply to Morgan and the Counterparty, provided that the words “or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party” shall be deleted.

(14)                            “Termination Currency” means United States Dollars.

(15)                            For purposes of computing amounts payable on early termination:

(a)                            Market Quotation will apply to this Agreement; and

(b)                           The Second Method will apply to this Agreement.

(16)                            The occurrence of any of the following events shall constitute an “Additional Termination Event” for purposes of Section 5(b)(v):

(a) a notice of optional redemption pursuant to Section 10.01(a) of the Indenture is issued and is no longer capable of being rescinded.  If this Additional Termination Event occurs, the Counterparty shall be the sole Affected Party and

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this Transaction shall be the sole Affected Transaction; provided, however, that notwithstanding Section 6(b)(iv), either party may designate an Early Termination Date in respect of this Additional Termination Event; provided, further, that such Early Termination Date shall not be prior to ten Business Days prior to the final Distribution Date;

(b) any provision of the Indenture is amended unless Morgan has consented in writing to such amendment where such consent is required under the Indenture.  If this Additional Termination Event occurs, the Counterparty shall be the sole Affected Party and all Transactions then outstanding between the parties shall be Affected Transactions.

(c) If (i) any supplemental trust instrument is given effect and (ii) Morgan has not consented in writing to such supplemental trust instrument prior to the date on which such supplemental trust instrument takes effect where such consent is required under the Indenture.  If this Additional Termination Event occurs, then the Counterparty shall be the sole Affected Party and all Transactions then outstanding between the parties shall be Affected Transactions; or

(d) the occurrence of an Additional Termination Event as set forth in Part 6 hereof or the failure of Morgan to assign this Agreement and all Transactions if it determines that it is unable to provide the financial information required by Regulation AB.  If this Additional Termination Event occurs, Morgan shall be the sole Affected Party and all Transactions then outstanding between the parties shall be Affected Transactions.

Part 2

Tax Representations

(1)                                  Payer Tax Representation:

For the purpose of Section 3(e) of this Agreement, Morgan makes the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement.  In making this representation, it may rely on:

(i)                                     the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement;

(ii)                                  the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and

(iii)                               the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement,

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provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

(2)                                  Payee Tax Representation:

For the purpose of Section 3(f), Morgan and Counterparty each represent that it is a United States Person.

(3)                                  Gross Up:

Section 2(d)(i)(4) shall not apply to Counterparty as “X” and Section 2(d)(ii) shall not apply to Counterparty as “Y”, in each case, such that Counterparty shall not be required to pay any additional amounts referred to therein.

Part 3

Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:

(1)                                  For the purpose of Sections 4(a)(i) and (ii) of this Agreement, Counterparty agrees to deliver complete and accurate United States Internal Revenue Service Forms W-9 (or any applicable successor form), in a manner reasonably satisfactory to Morgan, (I) upon execution of this Agreement and (II) promptly upon reasonable demand of Morgan.

(2)                                  Morgan will upon execution of this Agreement and thereafter, on demand, deliver a certificate specifying the name(s), title(s) and specimen signature(s) of the person(s) executing this Agreement and each Confirmation on its behalf.

(3)                                  The Counterparty will, on demand, deliver a certificate (or, if available, the current authorized signature book of the Counterparty) specifying the names, title and specimen signatures of the persons authorized to execute this Agreement and each Confirmation on its behalf.

(4)                                  The Counterparty will, upon execution of this Agreement, deliver a conformed copy of the Indenture.

(5)                                  Each party will, upon execution of this Agreement, deliver a legal opinion of counsel in form and substance satisfactory to the other party regarding this Agreement and any other matters as such other party may reasonably request.

(6)                                  The Counterparty shall supply Morgan with copies of all accountings and reports required to be supplied to a party that is a Certificateholder (as defined in the Indenture).  Copies of such accountings and/or reports shall be delivered to Morgan at the following address:

JPMorgan Chase Bank, National Association

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c/o John Coffey

270 Park Avenue

New York, New York 10017

e-mail address:  ***@***

Each of the foregoing documents (other than the legal opinions described in (6) above) is covered by the representation contained in Section 3(d) of this Agreement.

Part 4

Miscellaneous

(1)                                  Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to choice of law doctrine.

(2)                                  Notices.

(a)                                  In connection with Section 12(a), all notices to Morgan shall, with respect to any particular Transaction, be sent to the address, telex number or facsimile number specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6 of the Agreement shall be sent to the address or telex number specified below:

JPMorgan Chase Bank, N.A.

Attention:  Legal Department-Derivatives Practice Group

270 Park Avenue, 41st Floor

New York, New York  10017-2070

Telex No.: 232337; Answerback:  CBC UR

Facsimile No.:  (212) 270-3620

(b)                                 In connection with Section 12(a), all notices to the Counterparty shall, with respect to any particular  Transaction, be sent to the address, telex number or facsimile number specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6 of the Agreement shall be sent to the address or telex number specified below:

Harley-Davidson Motorcycle Trust 2007-3

c/o Wilmington Trust Company, as Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, DE ###-###-####

Attention: Corporate Trust Administration Services

Telex No.: 835437

Answerback: WILM-TR

Telephone: 302 ###-###-####

Facsimile: 302 ###-###-####

With a copy to:

Harley-Davidson Financial Services, Inc.

222 West Adams Street, 20th Floor

Chicago, IL 60606

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Attention: Andrea Golvach

Telephone: 312 ###-###-####

Facsimile: 312 ###-###-####

(3)                                  Netting of Payments.  Section 2(c)(ii) of this Agreement will apply, with the effect that payment netting will not take place with respect to amounts due and owing in respect of more than one Transaction.

(4)                                  Offices; Multibranch Party.  For purposes of Section 10:

(a)                                  Section 10(a) will apply; and

(b)                                 For the purpose of Section 10(c):

(i)                                     Morgan is a Multibranch Party and may act through its London and New York Offices.

(ii)                                  The Counterparty is not a Multibranch Party.

(5)                                  Credit Support Documents.

With respect to Morgan, if applicable, any Eligible Guarantee in support of Morgan’s obligations shall constitute a Credit Support Document.

With respect to Morgan and solely with respect of the Counterparty’s obligations under Paragraph 3(b) thereof, the Approved Credit Support Document (as defined herein) entered into between Morgan and the Counterparty shall constitute a Credit Support Document. An Approved Credit Support Document shall be executed and delivered contemporaneously with this Agreement.

(6)                                  Credit Support Provider.

With respect to Morgan, the party guaranteeing Morgan’s obligations pursuant to an Eligible Guarantee, if any, shall be a Credit Support Provider.

With respect to Counterparty, is not applicable.

(7)                                  Process Agents.  The Counterparty appoints as its Process Agent for the purpose of Section 13(c): Not Applicable

(8)                                  Affiliate.  With respect to Morgan, “Affiliate” has the meaning specified in Section 14 and with respect to Counterparty, “Affiliate” has no meaning.

Part 5

Other Provisions

(1)                                  ISDA Definitions.  Reference is hereby made to the 2000 ISDA Definitions (the “ISDA Definitions”) each as published by the International Swaps and Derivatives Association, Inc., which are hereby incorporated by reference herein.  Any terms used and not

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otherwise defined herein, which are contained in the ISDA Definitions, shall have the meaning set forth therein, except that any references in the ISDA Definitions to a “Swap Transaction” shall be deemed references to a “Transaction” for purposes of this Agreement, and references to a “Transaction” in this Agreement shall be deemed references to a “Swap Transaction” for purposes of the ISDA Definitions.  Capitalized terms used, but not defined, herein shall have the respective meanings ascribed to such terms in the Indenture.

(2)                                  Scope of Agreement.  Notwithstanding anything contained in the Agreement to the contrary, if the parties enter into any Specified Transaction, such Specified Transaction shall be subject to, governed by and construed in accordance with the terms of this Agreement unless the Confirmation relating thereto shall specifically state to the contrary.  Each such Specified Transaction shall be a Transaction for the purposes of this Agreement.

(3)                                  Inconsistency.  In the event of any inconsistency between any of the following documents, the relevant document first listed below shall govern:  (i) a Confirmation; (ii) the Schedule; (iii) the ISDA Definitions; and (iv) the printed form of ISDA Master Agreement.

(4)                                  Calculation Agent.  The Calculation Agent will be Morgan; provided, however, that if an Event of Default shall have occurred with respect to which Morgan is the Defaulting Party, Counterparty shall have the right to designate as Calculation Agent an independent party, reasonably acceptable to Morgan, the cost of which shall be borne by Morgan.

(5)                                  Waiver of Jury Trial.  Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement or any Credit Support Document.  Each party (i) certifies that no representative, agent or attorney of the other party or any Credit Support Provider has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Agreement and provide for any Credit Support Document, as applicable, by, among other things, the mutual waivers and certifications in this Section.

(6)                                  No Petition; Limited Recourse.  Morgan hereby agrees that it shall not until a period of one year and one day (or if longer, the applicable preference period) after all rated liabilities of the Counterparty have been indefeasibly paid in full institute against, or join any other person in instituting against the Counterparty any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state or other bankruptcy or similar laws.  Notwithstanding the foregoing, nothing herein shall prevent Morgan from participating in any such proceeding once commenced.  This provision shall survive termination of this Agreement.

Morgan hereby acknowledges and agrees that the Counterparty’s obligations hereunder will be solely the limited recourse obligations of the Counterparty payable solely in accordance with the priority of payments set out in the Indenture, and that Morgan will not have any recourse to any of the directors, officers, employees, shareholders or affiliates of the Counterparty with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby.  Notwithstanding any other provisions hereof, recourse in respect of any

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obligations of the Counterparty to Morgan hereunder or thereunder will be limited to the Counterparty and on the exhaustion thereof all claims against the Counterparty arising from this Confirmation or any other transactions contemplated hereby or thereby shall be extinguished.

(7)                                  Additional Representations.

(a)  Section 3 is hereby amended by adding at the end thereof the following paragraphs:

“(g) It is an “eligible contract participant” under, and as defined in, Section 1a(12) of the Commodity Exchange Act, as amended.

(h) Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

(i)                                     Non-Reliance.  It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary.  It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction.  No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(ii)                                  Assessment and Understanding.  It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction.  It is also capable of assuming, and assumes, the risks of that Transaction.

(iii)                               Status of Parties.  The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.”

(b)  The additional representation shall be given by Morgan only:

“(i)                               Pari Passu. Its obligations under this Agreement rank equal and ratably with all of its other unsecured, unsubordinated obligations except those obligations preferred by operation of law.”

(8)                                  Amendment to Section 9(b) of the Agreement.  Section 9(b) of the Agreement is amended by adding the following sentence immediately following the end of the first sentence thereof:

“In addition, no amendment modification or waiver in respect of this Agreement will be effective unless the Rating Agency Condition is satisfied with respect to S&P.”

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(9)                                  Set-off.  Notwithstanding any provision of this Agreement or any other existing or future agreement, but subject to Section 2(c), Section 6 and Part 6(3)(viii) of this Schedule a, each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements.  The provisions for Set-off set forth in Section 6(e) of the Agreement shall not apply to this Agreement.

(10)                            Amendment to Section 6(e) of the Agreement.  Section 6(e) of the Agreement is amended by deleting the last sentence of the introductory paragraph thereof.

(12)                            Modification to Definition of Indemnifiable Tax. Notwithstanding the definition of “Indemnifiable Tax” in Section 14, in relation to payments by Morgan, any Tax shall be an Indemnifiable Tax, and in relations to payments by the Counterparty, no Tax shall be an Indemnifiable Tax. For the avoidance of doubt, the foregoing sentence shall not by itself modify either party’s right to terminate a Transaction based on the occurrence of a Tax Event or a Tax Event Upon Merger.

(13)                            Waiver of Tax Confidentiality.  Notwithstanding anything herein to the contrary, any party subject to confidentiality obligations hereunder or under any other related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.  However, no such party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws.