Exhibit 4.21


 




 





TRUST AGREEMENT


by and between


 


HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,


as Trust Depositor,


 


and


 


WILMINGTON TRUST COMPANY,


as Owner Trustee


 


 


Dated as of January 30, 2004




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  	
  DEFINITIONS

  	
   

  
	
  Section 1.01.

  	
  Capitalized Terms

  	
   

  
	
  Section 1.02.

  	
  Other Definitional Provisions

  	
   

  
	
  Section 1.03.

  	
  Usage of Terms

  	
   

  
	
  Section 1.04.

  	
  Section References

  	
   

  
	
  Section 1.05.

  	
  Accounting Terms

  	
   

  
	
  ARTICLE TWO

  	
  ORGANIZATION

  	
   

  
	
  Section 2.01.

  	
  Name

  	
   

  
	
  Section 2.02.

  	
  Office

  	
   

  
	
  Section 2.03.

  	
  Purposes and Powers.

  	
   

  
	
  Section 2.04.

  	
  Appointment of Owner Trustee

  	
   

  
	
  Section 2.05.

  	
  Initial Capital Contribution of Owner
  Trust Estate

  	
   

  
	
  Section 2.06.

  	
  Declaration of Trust

  	
   

  
	
  Section 2.07.

  	
  Liability of Trust Depositor.

  	
   

  
	
  Section 2.08.

  	
  Title to Trust Property

  	
   

  
	
  Section 2.09.

  	
  Situs of Trust

  	
   

  
	
  Section 2.10.

  	
  Representations and Warranties of
  the Trust Depositor.

  	
   

  
	
  Section 2.11.

  	
  Federal Income Tax Treatment.

  	
   

  
	
  ARTICLE THREE

  	
  TRUST CERTIFICATE AND TRANSFER OF
  INTERESTS

  	
   

  
	
  Section 3.01.

  	
  Initial Ownership.

  	
   

  
	
  Section 3.02.

  	
  The Trust Certificate

  	
   

  
	
  Section 3.03.

  	
  Authentication and Delivery of Trust
  Certificate

  	
   

  
	
  Section 3.04.

  	
  Registration of Transfer and
  Exchange of Trust Certificate.

  	
   

  
	
  Section 3.05.

  	
  Mutilated, Destroyed, Lost or Stolen
  Trust Certificate

  	
   

  
	
  Section 3.06.

  	
  Person Deemed Owner

  	
   

  
	
  Section 3.07.

  	
  Access to List of Certificateholder’s
  Name and Address

  	
   

  
	
  Section 3.08.

  	
  Maintenance of Office or Agency

  	
   

  
	
  Section 3.09.

  	
  Trust Certificate

  	
   

  
	
  Section 3.10.

  	
  Appointment of Paying Agent

  	
   

  
	
  Section 3.11.

  	
  Ownership by Trust Depositor of
  Trust Certificate

  	
   

  
	
  ARTICLE FOUR

  	
  ACTIONS BY OWNER TRUSTEE

  	
   

  
	
  Section 4.01.

  	
  Prior Notice to Owner with Respect
  to Certain Matters

  	
   

  
	
  Section 4.02.

  	
  Action by Owner with Respect to
  Certain Matters

  	
   

  
	
  Section 4.03.

  	
  Action by Owner with Respect to
  Bankruptcy

  	
   

  
	
  Section 4.04.

  	
  Restrictions on Owner’s Power

  	
   

  
	
  ARTICLE FIVE

  	
  APPLICATION OF TRUST FUNDS; CERTAIN
  DUTIES

  	
   

  
	
  Section 5.01.

  	
  Application
  of Trust Funds.

  	
   

  
	
  Section 5.02.

  	
  Method of Payment

  	
   

  
	
  Section 5.03.

  	
  Accounting and Reports to the
  Certificateholder, Owner, the Internal Revenue Service and Others

  	
   

  
	
  Section 5.04.

  	
  Signature on Returns; Tax Matters
  Partner.

  	
   

  
	
  ARTICLE SIX

  	
  AUTHORITY AND DUTIES OF OWNER TRUSTEE

  	
   

  
	
  Section 6.01.

  	
  General Authority

  	
   

  
	
  Section 6.02.

  	
  General Duties

  	
   

  
	
  Section 6.03.

  	
  Action
  Upon Instruction.

  	
   

  
	
  Section 6.04.

  	
  No Duties Except as Specified in
  this Agreement or in Instructions

  	
   

  
	
  Section 6.05.

  	
  No Action Except Under Specified
  Documents or Instructions

  	
   

  
	
  Section 6.06.

  	
  Restrictions

  	
   

  
	
  Section 6.07.

  	
  Pennsylvania Motor Vehicle Sales
  Finance Act Licenses

  	
   

  



 

















 


	
  ARTICLE SEVEN

  	
  CONCERNING THE OWNER TRUSTEE

  	
   

  
	
  Section 7.01.

  	
  Acceptance of Trusts and Duties

  	
   

  
	
  Section 7.02.

  	
  Furnishing of Documents

  	
   

  
	
  Section 7.03.

  	
  Representations and Warranties

  	
   

  
	
  Section 7.04.

  	
  Reliance; Advice of Counsel.

  	
   

  
	
  Section 7.05.

  	
  Not Acting in Individual Capacity

  	
   

  
	
  Section 7.06.

  	
  Owner Trustee Not Liable for Trust
  Certificate, Notes or Contracts

  	
   

  
	
  Section 7.07.

  	
  Owner Trustee May Own Trust
  Certificate and Notes

  	
   

  
	
  ARTICLE EIGHT

  	
  COMPENSATION OF OWNER TRUSTEE

  	
   

  
	
  Section 8.01.

  	
  Owner Trustee’s Fees and Expenses

  	
   

  
	
  Section 8.02.

  	
  Indemnification

  	
   

  
	
  Section 8.03.

  	
  Payments to the Owner Trustee

  	
   

  
	
  ARTICLE NINE

  	
  TERMINATION OF TRUST AGREEMENT

  	
   

  
	
  Section 9.01.

  	
  Termination of Trust Agreement.

  	
   

  
	
  ARTICLE TEN

  	
  SUCCESSOR OWNER TRUSTEES AND
  ADDITIONAL OWNER TRUSTEES

  	
   

  
	
  Section 10.01.

  	
  Eligibility Requirements for Owner
  Trustee

  	
   

  
	
  Section 10.02.

  	
  Resignation or Removal of Owner
  Trustee

  	
   

  
	
  Section 10.03.

  	
  Successor Owner Trustee

  	
   

  
	
  Section 10.04.

  	
  Merger or Consolidation of Owner
  Trustee

  	
   

  
	
  Section 10.05.

  	
  Appointment of Co-Trustee or
  Separate Trustee

  	
   

  
	
  ARTICLE ELEVEN

  	
  MISCELLANEOUS

  	
   

  
	
  Section 11.01.

  	
  Supplements and Amendments.

  	
   

  
	
  Section 11.02.

  	
  No Legal Title to Trust Estate in
  Owner

  	
   

  
	
  Section 11.03.

  	
  Limitations on Rights of Others

  	
   

  
	
  Section 11.04.

  	
  Notices

  	
   

  
	
  Section 11.05.

  	
  Severability of Provisions

  	
   

  
	
  Section 11.06.

  	
  Counterparts

  	
   

  
	
  Section 11.07.

  	
  Successors and Assigns

  	
   

  
	
  Section 11.08.

  	
  Covenants of the Trust Depositor

  	
   

  
	
  Section 11.09.

  	
  No Petition.

  	
   

  
	
  Section 11.10.

  	
  No Recourse

  	
   

  
	
  Section 11.11.

  	
  Headings

  	
   

  
	
  Section 11.12.

  	
  Governing Law

  	
   

  
	
  Section 11.13.

  	
  Trust Certificate Transfer
  Restrictions

  	
   

  
	
  Section 11.14.

  	
  Trust Depositor Payment Obligation

  	
   

  
	
   

  	
  [signature page follows]

  	
   

  



 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A -  Form of Certificate of Trust

  	
   

  
	
  Exhibit B  - 
  Form of Trust Certificate

  	
   

  
			



 


ii

















 


TRUST
AGREEMENT dated as of January 30, 2004, between HARLEY-DAVIDSON CUSTOMER
FUNDING CORP., a Nevada corporation, as Trust Depositor (the “Trust Depositor”), and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as owner trustee (the “Owner Trustee”).


 


WHEREAS,
in connection herewith, the Trust Depositor is willing to assume certain
obligations pursuant hereto; and


 


WHEREAS,
in connection herewith, the Trust Depositor is willing to purchase the Trust
Certificate (as defined herein) to be issued pursuant to this Agreement and to
assume certain obligations pursuant hereto;


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


ARTICLE ONE


 


DEFINITIONS


 


Section 1.01.                         Capitalized Terms. 
Except as otherwise provided in this Agreement, whenever used in this
Agreement the following words and phrases, unless the context otherwise
requires, shall have the following meanings:


 


“Administration Agreement” means the Administration Agreement, dated as
of February 1, 2004, among the Trust, the Trust Depositor, the Indenture
Trustee and Harley-Davidson Credit, as administrator.


 


“Agreement” means this Trust Agreement, as the same may be amended and
supplemented from time to time.


 


“Benefit Plan” means (i) an employee benefit plan (as such term is defined in
Section 3(3) of ERISA) that is subject to the provisions of Title I of
ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii)
any entity whose underlying assets include plan assets by reason of a plan’s
investment in the entity.


 


 “Certificate of
Trust” means the
Certificate of Trust filed for the Trust pursuant to Section 3810(a) of
the Statutory Trust Statute, substantially in the form of Exhibit A hereto.


 


“Certificate Register” and “Certificate
Registrar” mean the register maintained and the registrar (or any
successor thereto) appointed pursuant to Section 3.04.


 


“Certificateholder”  or “Holder” means with respect to a Trust Certificate the
Person in whose name the Trust Certificate is registered in the Certificate
Register.


 


“Clearing Agency” means an organization registered as a “Clearing Agency” pursuant to
Section 17A of the Exchange Act.


 


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“Closing Date” shall have the meaning assigned to such term in the Sale and Servicing
Agreement.


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


 


“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


“Expenses” shall have the meaning assigned to such term in Section 8.02.


 


“Harley-Davidson Credit” means Harley-Davidson Credit Corp., a Nevada
corporation.


 


“Indemnified Parties” shall have the meaning assigned to such term
in Section 8.02.


 


“Indenture”  means the Indenture dated as
of February 1, 2004 between the Trust and BNY Midwest Trust Company.


 


“Note Depository Agreement” means the Agreement dated as of the Closing
Date among the Trust, the Indenture Trustee, the Administrator and DTC, as the
Clearing Agency, relating to the Notes, as the same may be amended and
supplemented from time to time.


 


“Notes” means the Class A-1 Notes, the Class A-2 Notes and the Class B Notes,
in each case issued pursuant to the Indenture.


 


“Owner” means the Holder of the Trust Certificate.


 


“Owner Trustee” means Wilmington Trust Company, a Delaware corporation, not in its
individual capacity but solely as owner trustee under this Agreement, and any
successor Owner Trustee hereunder.


 


“Owner Trustee Corporate Trust Office” means the office of the Owner Trustee at
which its corporate trust business shall be administered, which initially shall
be Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001 Attn: Corporate Trust Administration, or such other office at such
other address as the Owner Trustee may designate from time to time by notice to
the Certificateholder, the Servicer, the Indenture Trustee, the Trust Depositor
and Harley-Davidson Credit.


 


“Paying Agent” means any paying agent or co-paying agent appointed pursuant to
Section 3.10.


 


“Person” means any individual, corporation, estate, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof)
unincorporated organization or government or any agency or political
subdivision thereof.


 


“Record Date” means, with respect to any Distribution Date, the last Business Day of
the preceding calendar month.


 


2

















 


“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated
as of February 1, 2004, among the Trust, as Issuer, the Trust Depositor,
Harley-Davidson Credit, as servicer, and BNY Midwest Trust Company, as
Indenture Trustee, as the same may be amended or supplemented from time to
time.


 


“Secretary of State” means the Secretary of State of the State of
Delaware.


 


“Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code § 3801 et seq., as the same may be amended from
time to time.


 


“Tax Matters Partner” shall have the meaning provided in
Section 5.04(b) hereof.


 


“Treasury Regulations” means regulations, including proposed or
temporary regulations, promulgated under the Code.  References herein to specific provisions of proposed or temporary
regulations shall include analogous provisions of final Treasury Regulations or
other successor Treasury Regulations.


 


“Trust” means the trust established by this Agreement.


 


“Trust Certificate” means the trust certificate evidencing the beneficial equity interest
of the Owner, substantially in the form of Exhibit
B hereto.


 


“Trust Depositor” means Harley-Davidson Customer Funding Corp. in its capacity as Trust
Depositor hereunder, and its successors.


 


 “Trust Estate” means all right, title and interest of the
Trust in and to the property and rights assigned to the Trust pursuant to
Article Two of the Sale and Servicing Agreement, all funds on deposit from
time to time in the Trust Accounts and all other property of the Trust from
time to time, including any rights of the Owner Trustee and the Trust pursuant
to the Sale and Servicing Agreement and the Administration Agreement.


 


“Underwriters” shall have the meaning set
forth in the Sale and Servicing Agreement.


 


Section 1.02.                         Other Definitional
Provisions.  Capitalized terms used that are not
otherwise defined herein shall have the meanings ascribed thereto in the Sale
and Servicing Agreement or, if not defined therein, in the Indenture.


 


Section 1.03.                         Usage of Terms. 
With respect to all terms in this Agreement, the singular includes the
plural and the plural the singular; words importing any gender include the
other genders; references to “writing”
include printing, typing, lithography and other means of reproducing words in a
visible form; references to agreements and other contractual instruments
include all amendments, modifications and supplements thereto or any changes
therein entered into in accordance with their respective terms and not prohibited
by this Agreement; references to Persons include their permitted successors and
assigns; and the term “including” means “including without limitation”.


 


Section 1.04.                         Section References.  All
section references, unless otherwise indicated, shall be to Sections in
this Agreement.


 


3

















 


Section 1.05.                         Accounting Terms.  All
accounting terms used but not specifically defined herein shall be construed in
accordance with generally accepted accounting principles in the United States.


 


ARTICLE TWO


 


ORGANIZATION


 


Section 2.01.                         Name.  The
Trust created hereby shall be known as “Harley-Davidson
Motorcycle Trust 2004-1”, in which name the Owner Trustee may
conduct the activities of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.


 


Section 2.02.                         Office.  The
office of the Trust shall be in care of the Owner Trustee at the Owner Trustee
Corporate Trust Office or at such other address in Delaware as the Owner Trustee
may designate by written notice to the Owner and the Trust Depositor.


 


Section 2.03.                         Purposes and Powers.


 


(a)                                  The sole purpose of the Trust is to manage
the Trust Estate and collect and disburse the periodic income therefrom for the
use and benefit of the Owner, and in furtherance of such purpose to engage in
the following ministerial activities:


 


(i)                                     to issue the Notes pursuant to the Indenture
and the Trust Certificate pursuant to this Agreement and to sell the Notes;


 


(ii)                                  with the proceeds of the sale of the Notes,
to purchase the Contracts, to fund the Pre-Funding Account and to pay the
organizational, start-up and transactional expenses of the Trust and to pay the
balance to the Trust Depositor pursuant to the Sale and Servicing Agreement;


 


(iii)                               to assign, grant, transfer, pledge, mortgage
and convey the Trust Estate pursuant to the Indenture and to hold, manage and
distribute to the Owner pursuant to the Sale and Servicing Agreement any
portion of the Trust Estate released from the Lien of, and remitted to the
Trust pursuant to, the Indenture;


 


(iv)                              to enter into and perform its obligations
under the Transaction Documents to which it is to be a party;


 


(v)                                 to engage in those activities, including
entering into agreements, that are necessary, suitable or convenient to
accomplish the foregoing or are incidental thereto or connected therewith; and


 


(vi)                              subject to compliance with the Transaction
Documents, to engage in such other activities as may be required in connection
with conservation of the Trust Estate and the making of distributions to the
Owner and the Noteholders.


 


4

















 


The
Trust shall not engage in any activities other than in connection with the
foregoing.  Nothing contained herein
shall be deemed to authorize the Owner Trustee to engage in any business
operations or any activities other than those set forth in the introductory
sentence of this Section.  Specifically,
the Owner Trustee shall have no authority to engage in any business operations,
or acquire any assets other than those specifically included in the Trust
Estate under Section 1.01, or otherwise vary the assets held by the
Trust.  Similarly, the Owner Trustee
shall have no discretionary duties other than performing those ministerial acts
set forth above necessary to accomplish the purpose of this Trust as set forth
in the introductory sentence of this Section.


 


Section 2.04.                         Appointment of Owner
Trustee.  The Trust Depositor hereby appoints the
Owner Trustee as trustee of the Trust effective as of the date hereof, to have
all the rights, powers and duties set forth herein, and the Owner Trustee
hereby accepts such appointment.


 


Section 2.05.                         Initial Capital
Contribution of Owner Trust Estate.  The Trust Depositor hereby
sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of
the date hereof, the sum of $1,000.  The
Owner Trustee hereby acknowledges receipt in trust from the Trust Depositor, as
of the date hereof, of the foregoing contribution, which shall constitute the
initial Trust Estate.  The Trust
Depositor shall pay organizational expenses of the Trust as they may arise or
shall, upon the request of the Owner Trustee, promptly reimburse the Owner
Trustee for any such expenses paid by the Owner Trustee.


 


Section 2.06.                         Declaration of Trust.  The
Owner Trustee hereby declares that it will hold the Trust Estate in trust upon
and subject to the conditions set forth herein for the sole purpose of
conserving the Trust Estate and collecting and disbursing the periodic income
therefrom for the use and benefit of the Owner, subject to the obligations of
the Trust under the Transaction Documents. 
It is the intention of the parties hereto that the Trust constitute a
statutory trust under the Statutory Trust Statute and that this Agreement
constitute the governing instrument of such statutory trust.  Effective as of the date hereof, the Owner
Trustee shall have all rights, powers and duties set forth herein and in the
Statutory Trust Statute for the sole purpose and to the extent necessary to
accomplish the purpose of this Trust as set forth in the introductory sentence
of Section 2.03.


 


Section 2.07.                         Liability of Trust
Depositor.


 


(a)                                  All liabilities of the Trust, to the extent
not paid by a third party, are and shall be obligations of the Trust and when
due and payable shall be satisfied out of the Trust Estate.


 


(b)                                 Except as provided in the Statutory Trust
Statute, the Certificateholder shall not be personally liable for any liability
of the Trust.


 


Section 2.08.                         Title to Trust Property. 
Legal title to the Trust Estate shall be vested at all times in the
Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Trust Estate to be vested in an
Owner Trustee or Owner Trustees, in which case title shall be deemed to be
vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the
case may be.


 


Section 2.09.                         Situs of Trust.  The
Trust will be located and administered in the State of Delaware.  All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the State of Illinois or the
State of Delaware.  The Trust shall not
have any employees in any state other


 


5

















 


than Delaware; provided, however, that nothing herein
shall restrict or prohibit the Owner Trustee from having employees within or
without the State of Delaware.  Payments
will be received by the Trust only in Delaware and payments will be made by the
Trust only from Delaware.  The only
office of the Trust will be at the Owner Trustee Corporate Trust Office.


 


Section 2.10.                         Representations and
Warranties of the Trust Depositor.


 


The
Trust Depositor hereby represents and warrants to the Owner Trustee that:


 


(i)                                     The Trust Depositor is duly organized and
validly existing as a corporation organized and existing and in good standing
under the laws of the State of Nevada, with power and authority to own its
properties and to conduct its business and had at all relevant times, and has,
power, authority and legal right to acquire and own the Contracts.


 


(ii)                                  The Trust Depositor is duly qualified to do
business as a foreign corporation in good standing and has obtained all
necessary licenses and approvals in all jurisdictions in which the ownership or
lease of property or the conduct of its business requires such qualifications.


 


(iii)                               The Trust Depositor has the power and
authority to execute and deliver this Agreement and to carry out its terms; the
Trust Depositor has full power and authority to sell and assign the property to
be sold and assigned to and deposited with the Owner Trustee on behalf of the
Trust as part of the Trust Estate and has duly authorized such sale and
assignment and deposit with the Owner Trustee on behalf of the Trust by all
necessary corporate action; and the execution, delivery and performance of this
Agreement have been duly authorized by the Trust Depositor by all necessary
corporate action.


 


(iv)                              The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or bylaws of the Trust Depositor, or any indenture,
agreement or other instrument to which the Trust Depositor is a party or by
which it is bound; nor result in the creation or imposition of any Lien upon
any of the properties of the Trust Depositor pursuant to the terms of any such
indenture, agreement or other instrument (other than pursuant to the
Transaction Documents); nor violate any law or any order, rule or regulation
applicable to the Trust Depositor of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Trust Depositor or its properties.


 


(v)                                 There are no proceedings or investigations
pending, or to the Trust Depositor’s best knowledge threatened, before any
court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Trust Depositor or its properties:
(A) asserting the invalidity of this Agreement, any of the other Transaction
Documents or the Trust Certificate, (B) seeking to prevent the issuance of the
Trust Certificate or the consummation of any of the transactions contemplated
by this Agreement or any of the other Transaction Documents, (C) seeking any
determination or ruling that might materially and adversely affect the performance
by the Trust Depositor of its obligations under, or the validity or
enforceability of, this Agreement, any of the other Transaction Documents or
the Trust Certificate


 


6

















 


or
(D) involving the Trust Depositor and which might adversely affect the federal
income tax or other federal, state or local tax attributes of the Trust
Certificate.


 


Section 2.11.                         Federal Income Tax
Treatment.


 


It
is the intention of the Trust Depositor that the Trust be disregarded as a
separate entity pursuant to Treasury Regulations
Section 301.7701-3(b)(1)(ii) as in effect for periods after
January 1, 1997.  The Trust
Certificate constitutes the sole equity interest in the Trust and must at all
times be held by either the Trust Depositor or its transferee as sole
owner.  The Trust Depositor agrees not
to take any action inconsistent with such intended federal income tax
treatment.  Because for federal income
tax purposes the Trust will be disregarded as a separate entity, Trust items of
income, gain, loss and deduction for any month as determined for federal income
tax purposes shall be allocated entirely to the Trust Depositor (or subsequent
purchaser of the Trust Certificate) as the sole Certificateholder.


 


ARTICLE THREE


 


TRUST CERTIFICATE AND TRANSFER OF INTERESTS


 


Section 3.01.                         Initial Ownership.


 


(a)                                  Upon the formation of the Trust by the
contribution by the Trust Depositor pursuant to Section 2.05 and until the
issuance of the Trust Certificate, the Trust Depositor shall be the sole
beneficiary of the Trust.  The Trust
Certificate must at all times be held by either the Trust Depositor or its
transferee as sole owner.


 


(b)                                 No transfer of the Trust Certificate shall be
made unless such transfer is made in a transaction which does not require
registration or qualification under the Securities Act of 1933 or qualification
under any state securities or “Blue Sky” laws. 
Neither the Owner Trustee nor the Certificate Registrar shall effect the
registration of any transfer of the Trust Certificate unless, (i) prior to such
transfer the Owner Trustee shall have received a Tax Opinion, and (ii)
following such transfer, there would be no more than one holder of the Trust
Certificate and the holder of the Trust Certificate would not be a Foreign
Person, a partnership, Subchapter S corporation or grantor trust.


 


7

















 


Section 3.02.                         The Trust Certificate.  The
Trust Certificate shall be substantially in the form of Exhibit B hereto.  The Trust Certificate shall be executed by
the Owner Trustee on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Owner Trustee and shall be deemed to have been
validly issued when so executed.  The
Trust Certificate bearing the manual or facsimile signature of individuals who
were, at the time when such signatures were affixed, authorized to sign on
behalf of the Owner Trustee shall be a valid and binding obligation of the
Trust, notwithstanding that such individuals or any of them have ceased to be
so authorized prior to the authentication and delivery of such Trust
Certificate or did not hold such offices at the date of such Trust
Certificate.  The Trust Certificate
shall be dated the date of its authentication.


 


Section 3.03.                         Authentication and Delivery
of Trust Certificate.  The Owner Trustee shall cause to be
authenticated and delivered upon the order of the Trust Depositor, in exchange
for the Contracts and the other Trust Assets, simultaneously with the sale,
assignment and transfer to the Trust of the Contracts and other Trust Assets,
and the constructive delivery to the Owner Trustee of the Contract Files and
the other Trust Assets, a Trust Certificate duly authenticated by the Owner
Trustee, evidencing the entire ownership of the Trust, and Notes issued by the
Owner Trustee and authenticated by the Indenture Trustee in aggregate principal
amount of, in the case of (i) Class A-1 Notes, $379,000,000, (ii) Class A-2
Notes, $214,750,000 and (iii) Class B Notes, $31,250,000, or be valid for any
purpose, unless there appears on such Trust Certificate a certificate of
authentication substantially in the form set forth in the form of Trust
Certificate attached hereto as Exhibit B,
executed by the Owner Trustee or its authenticating agent, by manual signature,
and such certificate upon any Trust Certificate shall be conclusive evidence,
and the only evidence, that such Trust Certificate has been duly authenticated
and delivered hereunder.  Upon issuance,
authorization and delivery pursuant to the terms hereof, the Trust Certificate
will be entitled to the benefits of this Agreement.


 


Section 3.04.                         Registration of Transfer
and Exchange of Trust Certificate.


 


(a)                                  The Certificate Registrar shall keep or cause
to be kept, a Certificate Register, subject to such reasonable regulations as
it may prescribe.  The Certificate
Register shall provide for the registration of the Trust Certificate and
transfers and exchanges of the Trust Certificate as provided herein.  The Owner Trustee is hereby initially
appointed Certificate Registrar for the purpose of registering the Trust
Certificate and transfers and exchanges of the Trust Certificate as herein
provided.  In the event that, subsequent
to the Closing Date, the Owner Trustee notifies the Servicer that it is unable
to act as Certificate Registrar, the Servicer shall appoint another bank or
trust company, having an office or agency located in the City of Chicago,
Illinois, agreeing to act in accordance with the provisions of this Agreement
applicable to it, and otherwise acceptable to the Owner Trustee, to act as
successor Certificate Registrar hereunder.


 


(b)                                 Upon surrender for registration of transfer
of the Trust Certificate at the Owner Trustee Corporate Trust Office, the Owner
Trustee shall execute, authenticate and deliver (or shall cause its
authenticating agent to authenticate and deliver), in the name of the
designated transferee, the new Trust Certificate having the same aggregate
principal amount.


 


(c)                                  Every Trust Certificate presented or surrendered
for registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Owner Trustee and the Certificate
Registrar duly executed by the Holder thereof or his attorney duly authorized
in writing.


 


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(d)                                 No service charge shall be made for any
registration of transfer or exchange of the Trust Certificate, but the Owner
Trustee may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer of the
Trust Certificate.


 


(e)                                  All Trust Certificates surrendered for
registration of transfer shall be canceled and subsequently destroyed by the
Owner Trustee.


 


Section 3.05.                         Mutilated, Destroyed, Lost
or Stolen Trust Certificate.  If (i) any mutilated Trust Certificate is
surrendered to the Certificate Registrar, or the Certificate Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any Trust
Certificate, and (ii) there is delivered to the Certificate Registrar and the
Owner Trustee such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice that such Trust
Certificate has been acquired by a bona fide purchaser, the Owner Trustee on
behalf of the Trust shall execute and the Owner Trustee or its authenticating
agent shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate
of like tenor and fractional undivided interest.  In connection with the issuance of any new Trust Certificate
under this Section, the Owner Trustee may require the payment by the Holder of
a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto.  Any duplicate
Trust Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Certificate shall be
found at any time.


 


Section 3.06.                         Person Deemed Owner. 
Prior to due presentation of a Trust Certificate for registration of
transfer, the Owner Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name any Trust Certificate is
registered as the owner of such Trust Certificate for the purpose of receiving
distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying
Agent or any of their respective agents shall be affected by any notice of the
contrary.


 


Section 3.07.                         Access to List of
Certificateholder’s Name and Address.  The Owner Trustee shall
furnish or cause to be furnished to the Servicer and the Trust Depositor,
within 15 days after receipt by the Certificate Registrar of a written request
therefor from the Servicer or the Trust Depositor, the name and address of the
Certificateholder as of the most recent Record Date in such form as the
Servicer or the Trust Depositor may reasonably require.  The Certificateholder, by receiving and
holding the Trust Certificate, agrees with the Servicer, the Trust Depositor
and the Owner Trustee that none of the Servicer, the Trust Depositor or the
Owner Trustee shall be held accountable by reason of the disclosure of any such
information as to the name and address of the Certificateholder hereunder,
regardless of the source from which such information was derived.


 


Section 3.08.                         Maintenance of Office or
Agency.  The Owner Trustee shall maintain in
Wilmington, Delaware, an office or offices or agency or agencies where the
Trust Certificate may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Owner Trustee in respect of the Trust
Certificate and this Agreement may be served. 
The Owner Trustee hereby designates the Owner Trustee Corporate Trust
Office as its office for such purposes. 
The Owner Trustee shall give prompt written notice to the Trust
Depositor, the Servicer and to the Certificateholder of any change in the
location of the Certificate Register or any such office or agency.


 


9

















 


Section 3.09.                         Trust Certificate.  The
Owner Trustee, on behalf of the Trust, shall execute, authenticate and deliver,
a Trust Certificate.


 


Section 3.10.                         Appointment of Paying Agent.  The
Paying Agent shall make distributions to the Certificateholder pursuant to
Section 5.01(a) and shall report the amounts of such distributions to the
Owner Trustee.  The Paying Agent
initially shall be BNY Midwest Trust Company, and any co-paying agent chosen by
the Paying Agent that is acceptable to the Owner Trustee.  Each Paying Agent shall be permitted to
resign as Paying Agent upon 30 days’ written notice to the Owner Trustee.  In the event that BNY Midwest Trust Company
shall no longer be the Paying Agent, the Owner Trustee shall appoint a
successor to act as Paying Agent (which shall be a bank or trust company).  The Owner Trustee shall cause such successor
Paying Agent or any additional Paying Agent appointed by the Owner Trustee to
execute and deliver to the Owner Trustee an instrument in which such successor
Paying Agent or additional Paying Agent shall agree with the Owner Trustee
that, as Paying Agent, such successor Paying Agent or additional Paying Agent
will hold all sums, if any, held by it for payment to the Certificateholder in
trust for the benefit of the Certificateholder entitled thereto until such sums
shall be paid to such Certificateholder. 
The Paying Agent shall return all unclaimed funds to the Owner Trustee
and upon removal of a Paying Agent such Paying Agent shall also return all
funds in its possession to the Owner Trustee. 
The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the
Owner Trustee also in its role as Paying Agent, for so long as the Owner
Trustee shall act as Paying Agent and, to the extent applicable, to any other
paying agent appointed hereunder.  Any
reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.


 


Section 3.11.                         Ownership by Trust
Depositor of Trust Certificate.  The Trust Depositor shall on the Closing
Date hold the Trust Certificate.


 


ARTICLE FOUR


 


ACTIONS BY OWNER TRUSTEE


 


Section 4.01.                         Prior Notice to Owner with
Respect to Certain Matters.  Subject to the provisions and limitation of
Section 4.04, with respect to the following matters, the Owner Trustee
shall not take action unless at least 30 days before the taking of such action,
the Owner Trustee shall have notified the Certificateholder in writing of the
proposed action, the Indenture Trustee shall have consented to such action in
the event any Notes are outstanding and the Owner shall not have notified the
Owner Trustee in writing prior to the 30th day after such notice is given that
the Owner has withheld consent or provided alternative direction:


 


(a)                                  the initiation of any claim or lawsuit by the
Trust (except claims or lawsuits brought in connection with the collection of
the Contracts) and the compromise of any action, claim or lawsuit brought by or
against the Trust (except with respect to the aforementioned claims or lawsuits
for collection of the Contracts);


 


(b)                                 the election by the Trust to file an
amendment to the Certificate of Trust (unless such amendment is required to be
filed under the Statutory Trust Statute);


 


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(c)                                  the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of any Noteholder is
required;


 


(d)                                 the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of any Noteholder is
not required and such amendment materially and adversely affects the interest
of the Owner;


 


(e)                                  the amendment, change or modification of the
Administration Agreement, except to cure any ambiguity or to amend or
supplement any provision in a manner or add any provision that would not
materially and adversely affect the interests of the Owner; or


 


(f)                                    the appointment pursuant to the Indenture of
a successor Note Registrar or Indenture Trustee or pursuant to this Agreement
of a successor Certificate Registrar, or the consent to the assignment by the
Note Registrar, Indenture Trustee or Certificate Registrar of its obligations
under the Indenture or the Agreement, as applicable.


 


Section 4.02.                         Action by Owner with
Respect to Certain Matters.  Subject to the provisions and limitations of
Section 4.04, the Owner Trustee shall not have the power, except upon the
direction of the Owner, to (a) remove the Administrator pursuant to
Section 8 of the Administration Agreement, (b) appoint a successor
Administrator pursuant to Section 8 of the Administration Agreement, (c)
except as expressly provided in the Transaction Documents, sell the Contracts
or other Trust Assets after the termination of the Indenture, (d) initiate any
claim, suit or proceeding by the Trust or compromise any claim, suit or
proceeding brought by or against the Trust, (e) authorize the merger or
consolidation of the Trust with or into any other statutory trust or entity
(other than in accordance with Section 3.10 of the Indenture) or (f) amend
the Certificate of Trust.  The Owner
Trustee shall take the actions referred to in the preceding sentence only upon
written instructions assigned by the Owner.


 


Section 4.03.                         Action by Owner with
Respect to Bankruptcy.  The Owner Trustee shall not have the power
to commence a voluntary proceeding in a bankruptcy relating to the Trust
without the prior approval of Owner and the delivery to the Owner Trustee by
such Owner of a certificate certifying that such Owner reasonably believes that
the Trust is insolvent.


 


Section 4.04.                         Restrictions on Owner’s
Power.  The Owner shall not direct the Owner Trustee
to take or to refrain from taking any action if such action or inaction would
be contrary to any obligation of the Trust or the Owner Trustee under this
Agreement or any of the Transaction Documents or would be contrary to the
purpose of this Trust as set forth in Section 2.03, nor shall the Owner
Trustee be obligated to follow any such direction, if given.


 


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ARTICLE FIVE


 


APPLICATION OF TRUST FUNDS;

CERTAIN DUTIES


 


Section 5.01.                         Application of Trust Funds.


 


(a)                                  On each Distribution Date, the Paying Agent
will distribute to the Certificateholder amounts received pursuant to
Section 7.05 of the Sale and Servicing Agreement with respect to such
Distribution Date.


 


(b)                                 On each Distribution Date, the Paying Agent
shall send to the Certificateholder the statement or statements provided to the
Owner Trustee by the Servicer pursuant to Section 9.01 of the Sale and
Servicing Agreement with respect to such Distribution Date.


 


(c)                                  In the event that any withholding tax is
imposed on the Trust’s payment (or allocation of income) to the
Certificateholder, such tax shall reduce the amount otherwise distributable to
the Certificateholder in accordance with this Section.  The Paying Agent is hereby authorized and
directed to retain from amounts otherwise distributable to the Owner sufficient
funds for the payment of any tax that is legally owed by the Trust (but such
authorization shall not prevent the Owner Trustee from contesting any such tax
in appropriate proceedings, and withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed with respect to the
Certificateholder shall be treated as cash distributed to such
Certificateholder at the time it is withheld by the Trust and remitted to the
appropriate taxing authority.  If there
is a possibility that withholding tax is payable with respect to a
distribution, the Paying Agent may in its sole discretion withhold such amounts
in accordance with the paragraph (c).


 


Section 5.02.                         Method of Payment. 
Subject to Section 9.01(c) respecting the final payment upon
retirement of the Trust Certificate, distributions required to be made to the
Certificateholder of record on the related Record Date shall be made by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register.


 


Section 5.03.                         Accounting and Reports to
the Certificateholder, Owner, the Internal Revenue Service and Others.  The
Administrator shall (a) maintain (or cause to be maintained) the books of the
Trust on a calendar year basis and the accrual method of accounting, (b)
deliver to the Owner, as may be required by the Code and applicable Treasury
Regulations, such information as may be required to enable the Owner to prepare
its federal and state income tax returns, (c) file such tax returns relating to
the Trust and make such elections as from time to time may be required or
appropriate under any applicable state or federal statute or any rule or
regulation thereunder so as to maintain the federal income tax treatment for
the Trust as set forth in Section 2.11, (d) cause such tax returns to be
signed in the manner required by law and (e) collect or cause to be collected
any withholding tax as described in and in accordance with Section 5.01(c)
with respect to income or distributions to Owner.  The Owner Trustee shall elect under Section 1278 of the Code
to include in income currently any market discount that accrues with respect to
the Contracts.  If applicable, the Owner
Trustee shall not make the election provided under Section 754 or
Section 761 of the Code.


 


Section 5.04.                         Signature on Returns; Tax
Matters Partner.


 


(a)                                  The Trust Depositor shall sign on behalf of
the Trust the tax returns of the Trust.


 


(b)                                 If subchapter K of the Code should be
applicable to the Trust, the Certificateholder shall be designated the “tax matters partner” of the Trust
pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury
Regulations.


 


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ARTICLE SIX


 


AUTHORITY AND DUTIES OF OWNER TRUSTEE


 


Section 6.01.                         General Authority. 
Subject to the provisions and limitations of Sections 2.03 and 2.06, the
Owner Trustee is authorized and directed to execute and deliver the Transaction
Documents to which the Trust is to be a party and each certificate or other
document attached as an exhibit to or contemplated by the Transaction Documents
to which the Trust is to be a party and any amendment or other agreement, as
evidenced conclusively by the Owner Trustee’s execution thereof.  In addition to the foregoing, the Owner
Trustee is authorized, but shall not be obligated, to take all actions required
of the Trust pursuant to the Transaction Documents.  The Owner Trustee is further authorized from time to time to take
such action as the Administrator recommends with respect to the Transaction
Documents.


 


Section 6.02.                         General Duties. 
Subject to the provisions and limitations of Sections 2.03 and 2.06, it
shall be the duty of the Owner Trustee to discharge (or cause to be discharged
through the Administrator) all of its responsibilities pursuant to the terms of
this Agreement and the Transaction Documents to which the Trust is a party and
to administer the Trust in the interest of the Owner, subject to the
Transaction Documents and in accordance with the provisions of this
Agreement.  Without limiting the
foregoing, the Owner Trustee shall on behalf of the Trust file and prove any
claim or claims that may exist against Harley-Davidson Credit in connection with
any claims paying procedure as part of an insolvency or receivership proceeding
involving Harley-Davidson Credit. 
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Transaction
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any Transaction Document, and the Owner Trustee shall not be
held liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement.


 


Section 6.03.                         Action Upon Instruction.


 


(a)                                  Subject to Article Four, in accordance
with the terms of the Transaction Documents the Owner may by written
instruction direct the Owner Trustee in the management of the Trust.


 


(b)                                 The Owner Trustee shall not be required to
take any action hereunder or under any other Transaction Document if the Owner
Trustee shall have reasonably determined, or shall have been advised by
counsel, that such action is likely to result in liability on the part of the
Owner Trustee or is contrary to the terms hereof or of any other Transaction
Document or is otherwise contrary to law.


 


(c)                                  Whenever the Owner Trustee is unable to
decide between alternative courses of action permitted or required by the terms
of this Agreement or under any other Transaction Document, the Owner Trustee
shall promptly give notice (in such form as shall be appropriate under the
circumstances) to the Owner requesting instruction as to the course of action
to be adopted, and to the extent the Owner Trustee acts in good faith in
accordance with any written instruction of the Owner received, the Owner
Trustee shall not be liable on account of such action to any Person.  If the Owner Trustee shall not have received
appropriate instruction within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be
necessary under the


 


13

















 


circumstances) it may, but
shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement and the other Transaction Documents, as it
shall deem to be in the best interests of the Owner, and shall have no
liability to any Person for such action or inaction.


 


(d)                                 In the event that the Owner Trustee is unsure
as to the applicability of any provision of this Agreement or any other
Transaction Document or any such provision is ambiguous as to its application,
or is, or appears to be, in conflict with any other applicable provision, or in
the event that this Agreement permits any determination by the Owner Trustee or
is silent or is incomplete as to the course of action that the Owner Trustee is
required to take with respect to a particular set of facts, the Owner Trustee
may give notice (in such form as shall be appropriate under the circumstances)
to the Owner requesting instruction and, to the extent that the Owner Trustee
acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable, on account of such
action or inaction, to any Person.  If
the Owner Trustee shall not have received appropriate instruction within ten days
of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement or the other Transaction Documents, as it
shall deem to be in the best interests of the Owner, and shall have no
liability to any Person for such action or inaction.


 


Section 6.04.                         No Duties Except as
Specified in this Agreement or in Instructions.  The
Owner Trustee shall not have any duty or obligation to manage, make any payment
with respect to, register, record, sell, dispose of or otherwise deal with the
Trust Estate, or to otherwise take or refrain from taking any action under, or
in connection with, any document contemplated hereby to which the Owner Trustee
is a party, except as expressly provided by the terms of this Agreement or any
document or written instruction received by the Owner Trustee pursuant to
Section 6.03; and no implied duties or obligations shall be read into this
Agreement or any other Transaction Document against the Owner Trustee.  The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to prepare or file any
Commission filing for the Trust or to record this Agreement or any other
Transaction Document.  The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take
all action as may be necessary to discharge any liens on any part of the Trust
Estate that result from actions by, or claims against, the Owner Trustee that
are not related to the ownership or the administration of the Trust Estate.


 


Section 6.05.                         No Action Except Under
Specified Documents or Instructions.  The Owner Trustee shall not
manage, control, use, sell, dispose of or otherwise deal with any part of the
Trust Estate except (i) in accordance with the powers granted to and the
authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in
accordance with the other Transaction Documents and (iii) in accordance with
any document or instruction delivered to the Owner Trustee pursuant to
Section 6.03.


 


Section 6.06.                         Restrictions.  The
Owner Trustee shall not take any action (i) that is inconsistent with the
purposes of the Trust set forth in Section 2.03 or (ii) that, to the
actual knowledge of the Owner Trustee, would result in the Trust’s becoming
taxable as a corporation for federal or state income tax purposes.  The Owner shall not direct the Owner Trustee
to take actions that would violate the provisions of this Section.


 


14

















 


Section 6.07.                         Pennsylvania Motor Vehicle
Sales Finance Act Licenses.  The Owner Trustee shall use its best efforts
to maintain the effectiveness of all licenses required under the Pennsylvania
Motor Vehicle Sales Finance Act in connection with the transactions contemplated
by the Transaction Documents until the lien and security interest of the
Indenture shall no longer be in effect in accordance with its terms.


 


ARTICLE SEVEN


 


CONCERNING THE OWNER TRUSTEE


 


Section 7.01.                         Acceptance of Trusts and
Duties.  The Owner Trustee accepts the trusts hereby
created and agrees to perform its duties hereunder with respect to such trusts
but only upon the terms of this Agreement. 
The Owner Trustee also agrees to disburse all moneys actually received
by it constituting part of the Trust Estate upon the terms of the Transaction
Documents and this Agreement.  The Owner
Trustee shall not be answerable or accountable hereunder or under any other
Transaction Document under any circumstances, except (i) for its own willful
misconduct or negligence or (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 7.03 expressly made by the
Owner Trustee.  In particular, but not
by way of limitation (and subject to the exceptions set forth in the preceding
sentence):


 


(a)                                  the Owner Trustee shall not be liable for any
error of judgment made by a responsible officer of the Owner Trustee;


 


(b)                                 the Owner Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in accordance with the
instructions of the Administrator or any Owner;


 


(c)                                  no provision of this Agreement or any other
Transaction Document shall require the Owner Trustee to expend or risk funds or
otherwise incur any financial liability in the performance of any of its rights
or powers hereunder or under any Transaction Document if the Owner Trustee
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured or
provided to it;


 


(d)                                 under no circumstances shall the Owner
Trustee be liable for indebtedness evidenced by or arising under any of the
Transaction Documents, including the principal of and interest on the Notes;


 


(e)                                  the Owner Trustee shall not be responsible
for or in respect of the validity or sufficiency of this Agreement or for the
due execution hereof by the Trust Depositor or for the form, character,
genuineness, sufficiency, value or validity of any of the Trust Estate, or for
or in respect of the validity or sufficiency of the Transaction Documents,
other than the certificate of authentication on the Trust Certificate, and the
Owner Trustee shall in no event assume or incur any liability, duty, or
obligation to any Noteholder or to any Owner, other than as expressly provided
for herein or expressly agreed to in the Transaction Documents;


 


(f)                                    the Owner Trustee shall not be liable for the
default or misconduct of the Administrator, the Trust Depositor, the Indenture
Trustee or the Servicer under any of the Transaction


 


15

















 


Documents or otherwise and
the Owner Trustee shall have no obligation or liability to perform the
obligations of the Trust under this Agreement or the other Transaction
Documents that are required to be performed by the Administrator under the
Administration Agreement, the Indenture Trustee under the Indenture, or the
Servicer or the Trust Depositor under the Sale and Servicing Agreement; and


 


(g)                                 the Owner Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by the
Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement or any other
Transaction Document, at the request, order or direction of the Owner, unless
the Owner has offered to the Owner Trustee security or indemnity satisfactory
to it against the costs, expenses and liabilities that may be incurred by the
Owner Trustee therein or thereby.  The
right of the Owner Trustee to perform any discretionary act enumerated in this
Agreement or in any other Transaction Document shall not be construed as a
duty, and the Owner Trustee shall not be answerable for other than its
negligence or willful misconduct in the performance of any such act.


 


Section 7.02.                         Furnishing of Documents.  The
Owner Trustee shall furnish to the Owner promptly upon receipt of a written
request therefor, duplicates or copies of all reports, notices, requests,
demands, certificates, financial statements and any other instruments furnished
to the Owner Trustee under the Transaction Documents.


 


Section 7.03.                         Representations and
Warranties.  The Owner Trustee hereby represents and
warrants to the Trust Depositor and the Owner that:


 


(a)                                  It is a banking corporation duly organized
and validly existing in good standing under the laws of the State of
Delaware.  It has all requisite
corporate power and authority to execute, deliver and perform its obligations
under this Agreement.


 


(b)                                 It has taken all corporate action necessary
to authorize the execution and delivery by it of this Agreement, and this
Agreement will be executed and delivered by one of its officers who is duly
authorized to execute and deliver this Agreement on its behalf.


 


(c)                                  Neither the execution nor the delivery by it
of this Agreement, nor the consummation by it of the transactions contemplated
hereby nor compliance by it with any of the terms or provisions hereof will
contravene any federal or Delaware law, governmental rule or regulation
governing the banking or trust powers of the Owner Trustee or any judgment or
order binding on it, or constitute any default under its charter documents or
bylaws or any indenture, mortgage, contract, agreement or instrument to which
it is a party or by which any of its properties may be bound or result in the
creation or imposition of any lien, charge or encumbrance on the Trust Estate
resulting from actions by or claims against the Owner Trustee individually
which are unrelated to this Agreement or the other Transaction Documents.


 


Section 7.04.                         Reliance; Advice of Counsel.


 


(a)                                  The Owner Trustee shall incur no liability to
anyone in acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper
believed by it to be genuine and believed by it to be signed by the proper
party or parties.  The Owner Trustee may
accept a certified copy of a resolution of the board of directors or other


 


16

















 


governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect.  As to any fact or matter the method of determination of which is
not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or
by the treasurer or other authorized officers of the relevant party, as to such
fact or matter and such certificate shall constitute full protection to the Owner
Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.


 


(b)                                 In the exercise or administration of the
trusts hereunder and in the performance of its duties and obligations under
this Agreement or the other Transaction Documents, the Owner Trustee (i) may
act directly or through its agents or attorneys pursuant to agreements entered
into by any of them, and the Owner Trustee shall not be liable for the conduct
or misconduct of such agents or attorneys as shall have been selected by the
Owner Trustee with reasonable care, and (ii) may consult with counsel,
accountants and other skilled persons to be selected with reasonable care and
employed by it.   The Owner Trustee
shall not be liable for anything done, suffered or omitted in good faith by it
in accordance with the written opinion or advice of any such counsel,
accountants or other such persons.


 


Section 7.05.                         Not Acting in Individual
Capacity.  Except as provided in this
Article Seven, in accepting the trusts hereby created, Wilmington Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any other Transaction Document
shall look only to the Trust Estate for payment or satisfaction thereof.


 


Section 7.06.                         Owner Trustee Not Liable
for Trust Certificate, Notes or Contracts.  The recitals contained herein
and in the Trust Certificate (other than the signature and countersignature of
the Owner Trustee and the certificate of authentication on the Trust
Certificate) shall be taken as the statements of the Trust Depositor, and the
Owner Trustee assumes no responsibility for the correctness thereof.  The Owner Trustee makes no representations
as to the validity or sufficiency of this Agreement, any other Transaction
Document or the Trust Certificate (other than the signature and
countersignature of the Owner Trustee and the certificate of authentication on
the Trust Certificate) or the Notes, or of any Contract or related
documents.  The Owner Trustee shall at
no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Contract, or the perfection and
priority of any security interest created by any Contract in any Motorcycle or
the maintenance of any such perfection and priority, or for or with respect to
the sufficiency of the Trust Estate or its ability to generate the payments to
be distributed to the Certificateholder under this Agreement or the Noteholders
under the Indenture, including, without limitation, the existence, condition
and ownership of any Motorcycle; the existence and enforceability of any
insurance thereon; the existence and contents of any Contract on any computer
or other record thereof; the validity of the assignment of any Contract to the
Trust or of any intervening assignment; the completeness of any Contract; the
performance or enforcement of any Contract; the compliance by the Trust
Depositor or the Servicer with any warranty or representation made under any
Transaction Document or in any related document or the accuracy of any such
warranty or representation; or any action of the Administrator, the Indenture
Trustee or the Servicer or any subservicer taken in the name of the Owner
Trustee.


 


Section 7.07.                         Owner Trustee May Own Trust
Certificate and Notes.  The Owner Trustee in its individual or any
other capacity may become the owner or pledgee of the Trust Certificate or
Notes and


 


17

















 


may deal with the Trust
Depositor, the Administrator, the Indenture Trustee and the Servicer in banking
transactions with the same rights as it would have if it were not Owner
Trustee.


 


ARTICLE EIGHT


 


COMPENSATION OF OWNER TRUSTEE


 


Section 8.01.                         Owner Trustee’s Fees and
Expenses.  The Owner Trustee shall receive as
compensation for its services hereunder such fees as have been separately
agreed upon between the Owner Trustee and the Trust Depositor.  Additionally, the Owner Trustee shall be
entitled to be reimbursed by the Trust Depositor for its other reasonable
expenses hereunder, including the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as the Owner
Trustee may employ in connection with the exercise and performance of its
rights and its duties hereunder.


 


Section 8.02.                         Indemnification.  The
Trust Depositor shall be liable as primary obligor for, and shall indemnify the
Owner Trustee and its successors, assigns and servants (collectively, the “Indemnified Parties”) from and against,
any and all liabilities, obligations, losses, damages, taxes, claims, actions
and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature
whatsoever (collectively, “Expenses”)
which may at any time be imposed on, incurred by or asserted against the Owner
Trustee or any Indemnified Party in any way relating to or arising out of this
Agreement, the other Transaction Documents, the Trust Estate, the
administration of the Trust Estate or the action or inaction of the Owner
Trustee hereunder, except only that the Trust Depositor shall not be liable for
or required to indemnify an Indemnified Party from and against Expenses arising
or resulting from any of the matters described in the third sentence of
Section 7.01.  The indemnities
contained in this Section shall survive the resignation or termination of
the Owner Trustee or the termination of this Agreement.  In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this Section, the
Owner Trustee’s choice of legal counsel shall be subject to the approval of the
Trust Depositor, which approval shall not be unreasonably withheld.


 


Section 8.03.                         Payments to the Owner
Trustee.  Any amounts paid to the Owner Trustee
pursuant to this Article shall be deemed not to be a part of the Trust
Estate immediately after such payment.


 


ARTICLE NINE


 


TERMINATION OF TRUST AGREEMENT


 


Section 9.01.                         Termination of Trust
Agreement.


 


(a)                                  This Agreement (other than
Article Eight) and the Trust shall terminate and be of no further force or
effect upon the earlier of (i) final distribution by the Owner Trustee of all
moneys or other property or proceeds of the Trust Estate in accordance with the
terms of the Indenture, the Sale and Servicing Agreement and Article Five
and (ii) the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of


 


18

















 


St. James’s, living on the
date hereof.  The bankruptcy,
liquidation, dissolution, death or incapacity of any Owner shall not (i)
operate to terminate this Agreement or the Trust, (ii) entitle such Owner’s
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Trust Estate or (iii) otherwise affect the rights, obligations and
liabilities of the parties hereto.


 


(b)                                 Except as provided in Section 9.01(a),
neither the Trust Depositor nor any Holder shall be entitled to revoke or
terminate the Trust.


 


(c)                                  Notice of any termination of the Trust,
specifying the Distribution Date upon which the Certificateholder shall
surrender the Trust Certificate to the Paying Agent for payment of the final
distribution and cancellation, shall be given by the Owner Trustee by letter to
the Certificateholder mailed within five Business Days of receipt of notice of
such termination from the Servicer given pursuant to Section 10.01 of the
Sale and Servicing Agreement, stating (i) the Distribution Date upon or with
respect to which final payment of the Trust Certificate shall be made upon
presentation and surrender of the Trust Certificate at the office of the Paying
Agent therein designated, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Trust Certificate at the office of the Paying Agent therein specified.  The Owner Trustee shall give such notice to
the Certificate Registrar (if other than the Owner Trustee) and the Paying
Agent at the time such notice is given to the Certificateholder.  Upon presentation and surrender of the Trust
Certificate, the Paying Agent shall cause to be distributed to the
Certificateholder amounts distributable on such Distribution Date pursuant to
Section 5.01.


 


(d)                                 Upon the winding up of the Trust and its
termination, the Owner Trustee shall cause the Certificate of Trust to be
canceled by filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 3810 of the Statutory Trust
Statute.


 


ARTICLE TEN


 


SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER
TRUSTEES


 


Section 10.01.                  Eligibility Requirements
for Owner Trustee.  The Owner Trustee shall at all times be a
corporation satisfying the provisions of Section 3807(a) of the Statutory
Trust Statute; authorized to exercise corporate trust powers; and (a) having a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authorities; and having (or having a parent that
has) a rating of at least Baa3 by Moody’s; or (b) which the Rating Agencies
have otherwise indicated in writing is an entity acceptable to act as Owner
Trustee hereunder.  If such corporation
shall publish reports of condition at least annually pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
In case at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Owner Trustee shall resign
immediately in the manner and with the effect specified in Section 10.02.


 


19

















 


Section 10.02.                  Resignation or Removal of
Owner Trustee.  The Owner Trustee may at any time resign and
be discharged from the trusts hereby created by giving written notice thereof
to the Administrator.  Upon receiving
such notice of resignation, the Administrator shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee and one copy to
the successor Owner Trustee.  If no
successor Owner Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Owner Trustee may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.


 


If
at any time the Owner Trustee shall cease to be eligible in accordance with the
provisions of Section 10.01 and shall fail to resign after written request
therefor by the Administrator, or if at any time the Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of the Owner Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Administrator, may remove the Owner Trustee.  If the Administrator shall remove the Owner
Trustee under the authority of the immediately preceding sentence, the
Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the outgoing Owner Trustee so removed and one copy to the successor Owner
Trustee, and shall pay all fees owed to the outgoing Owner Trustee.


 


Any
resignation or removal of the Owner Trustee and appointment of a successor
Owner Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Owner Trustee
pursuant to Section 10.03 and payment of all fees and expenses owed to the
outgoing Owner Trustee.  The
Administrator shall provide notice of such resignation or removal of the Owner
Trustee to each Rating Agency.


 


Section 10.03.                  Successor Owner Trustee.  Any
successor Owner Trustee appointed pursuant to Section 10.02 shall execute,
acknowledge and deliver to the Administrator, and to its predecessor Owner
Trustee an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of the predecessor Owner Trustee shall
become effective, and such successor Owner Trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under this Agreement, with like
effect as if originally named as Owner Trustee.  The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement; and the Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Owner Trustee all such rights, powers, duties
and obligations.


 


No
successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 10.01.


 


Upon
acceptance of appointment by a successor Owner Trustee pursuant to this
Section, the Administrator shall mail notice thereof to the Certificateholder,
the Indenture Trustee, the Noteholders and each Rating Agency.  If the Administrator shall fail to mail such
notice within ten days after acceptance of such appointment by the successor
Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed
at the expense of the Administrator.


 


20

















 


Section 10.04.                  Merger or Consolidation of
Owner Trustee.  Any corporation into which the Owner Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Owner Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, shall
be the successor of the Owner Trustee hereunder, without the execution or
filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, that such corporation shall be
eligible pursuant to Section 10.01 and, provided,
further, that the Owner Trustee shall mail notice of such merger or
consolidation to each Rating Agency.


 


Section 10.05.                  Appointment of Co-Trustee
or Separate Trustee.  Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust Estate or any financed
Motorcycle may at the time be located, the Administrator and the Owner Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Administrator and
Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as
separate trustee or separate trustees, of all or any part of the Trust Estate,
and to vest in such Person, in such capacity, such title to the Trust or any
part thereof and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Administrator and the Owner
Trustee may consider necessary or desirable. 
If the Administrator shall not have joined in such appointment within 15
days after the receipt by it of a request so to do, the Owner Trustee alone
shall have the power to make such appointment. 
No co-trustee or separate trustee under this Agreement shall be required
to meet the terms of eligibility as a successor Owner Trustee pursuant to
Section 10.01 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.03.


 


Each
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:


 


(a)                                  all rights, powers, duties and obligations
conferred or imposed upon the Owner Trustee shall be conferred upon and
exercised or performed by the Owner Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Owner Trustee
joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed, the Owner
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or co-trustee,
but solely at the direction of the Owner Trustee;


 


(b)                                 no trustee under this Agreement shall be
personally liable by reason of any act or omission of any other trustee under
this Agreement; and


 


(c)                                  the Administrator and the Owner Trustee
acting jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee.


 


Any
notice, request or other writing given to the Owner Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. 
Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article.  Each separate trustee and co-trustee, upon
its acceptance of the trusts


 


21

















 


conferred,
shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Owner Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of,
affecting the liability of or affording protection to, the Owner Trustee.  Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Administrator.


 


Any
separate trustee or co-trustee may at any time appoint the Owner Trustee as its
agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on its behalf and in its name.  If any
separate trustee or co-trustee shall die, become incapable of acting, resign or
be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Owner Trustee, to the extent permitted by law,
without the appointment of a new or successor co-trustee or separate trustee.


 


ARTICLE ELEVEN


 


MISCELLANEOUS


 


Section 11.01.                  Supplements and Amendments.


 


(a)                                  The Agreement may be amended by the Trust Depositor,
and the Owner Trustee, without the consent of any of the Noteholders or the
Certificateholder, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or to add any other provisions with respect to
matters or questions arising under this Agreement that shall not be
inconsistent with the provisions of this Agreement; provided, however, that any such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Noteholder or Certificateholder.


 


(b)                                 This Agreement may also be amended from time
to time by the Trust Depositor, and the Owner Trustee, with the consent of the
Modified Required Holders, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
or of modifying in any manner the rights of the Noteholders or the
Certificateholder; provided, however,
that no such amendment shall increase or reduce in any manner the amount of, or
accelerate or delay the timing of, (i) collections of payments on Contracts or
distributions that shall be required to be made for the benefit of the
Noteholders or the Certificateholder, or (ii) eliminate the Certificateholder
consent or reduce the aforesaid percentage of the Outstanding Amount of the
Notes required to consent to any such amendment, without the consent of the
Holder of all outstanding Notes and the Trust Certificate.


 


(c)                                  Prior to the execution of any such amendment
or consent, the Trust Depositor shall furnish written notification of the
substance of such amendment or consent, together with a copy thereof, to the
Indenture Trustee, the Administrator and each Rating Agency.


 


(d)                                 Promptly after the execution of any such
amendment or consent, the Owner Trustee shall furnish written notification of
the substance of such amendment or consent to each Certificateholder.  It shall not be necessary for the consent of
Certificateholder, Noteholders or the Indenture Trustee pursuant to this
Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.  The manner of


 


22

















 


obtaining such consents (and
any other consents of the Certificateholder provided for in this Agreement or
in any other Transaction Document) and of evidencing the authorization of the
execution thereof by the Certificateholder shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.


 


(e)                                  Promptly after the execution of any amendment
to the Certificate of Trust, the Owner Trustee shall cause the filing of such
amendment with the Secretary of State.


 


(f)                                    Prior to the execution of any amendment to
this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled
to receive and rely upon an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement.  The Owner Trustee may, but shall not be
obligated to, enter into any such amendment that affects the Owner Trustee’s
own rights, duties or immunities under this Agreement or otherwise.


 


Section 11.02.                  No Legal Title to Trust
Estate in Owner.  The Owner shall not have legal title to any
part of the Trust Estate.  The Owner
shall be entitled to receive distributions with respect to their undivided
ownership interest herein only in accordance with Articles Five and Nine.  No transfer, by operation of law or
otherwise, of any right, title or interest of the Owner to and in their
ownership interest in the Trust Estate shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Trust Estate.


 


Section 11.03.                  Limitations on Rights of
Others.  Except for Section 2.07, the provisions
of this Agreement are solely for the benefit of the Owner Trustee, the Trust
Depositor, the Owner, the Administrator and, to the extent expressly provided
herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement (other than Section 2.07), whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.


 


Section 11.04.                  Notices.  All
notices, demands, certificates, requests and communications hereunder (“notices”) shall be in writing and shall
be effective (a) upon receipt when sent through the U.S. mails, registered or
certified mail, return receipt requested, postage prepaid, with such receipt to
be effective the date of delivery indicated on the return receipt, or (b) one
Business Day after delivery to an overnight courier, or (c) on the date
personally delivered to an Authorized Officer of the party to which sent, or
(d) on the date transmitted by legible telecopier transmission with a
confirmation of receipt, in all cases addressed to the recipient at the address
for such recipient set forth in the Sale and Servicing Agreement.


 


Each
party hereto may, by notice given in accordance herewith to each of the other
parties hereto, designate any further or different address to which subsequent
notices shall be sent.


 


Section 11.05.                  Severability of Provisions.  If
any one or more of the covenants, agreements, provisions, or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other provisions of this
Agreement or of the Trust Certificate or the rights of the Holder thereof.


 


Section 11.06.                  Counterparts. 
This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.


 


23

















 


Section 11.07.                  Successors and Assigns.  All
covenants and agreements contained herein shall be binding upon, and inure to
the benefit of, each of the Trust Depositor, and the Owner Trustee and their
respective successors and permitted assigns and each Owner and its successors
and permitted assigns, all as herein provided. 
Any request, notice, direction, consent, waiver or other instrument or
action by an Owner shall bind the successors and assigns of such Owner.


 


Section 11.08.                  Covenants of the Trust
Depositor.  In the event that any litigation with claims
in excess of $1,000,000 to which the Trust Depositor is a party which shall be
reasonably likely to result in a material judgment against the Trust Depositor
that the Trust Depositor will not be able to satisfy shall be commenced, during
the period beginning immediately following the commencement of such litigation
and continuing until such litigation is dismissed or otherwise terminated (and,
if such litigation has resulted in a final judgment against the Trust
Depositor, such judgment has been satisfied), the Trust Depositor shall not pay
any dividend to the Servicer, or make any distribution on or in respect of its
capital stock to the Servicer, or repay the principal amount of any
indebtedness of the Trust Depositor held by the Servicer, unless (i) after
giving effect to such payment, distribution or repayment, the Trust Depositor’s
liquid assets shall not be less than the amount of actual damages claimed in
such litigation or (ii) the Rating Agencies shall not downgrade the then
existing rating on the Certificate with respect to any such payment,
distribution or repayment.


 


Section 11.09.                  No Petition.


 


(a)                                  The Trust Depositor will not at any time
institute against the Trust any bankruptcy proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Trust Certificate, the Notes, this Agreement or any of the
other Transaction Documents.


 


(b)                                 The Owner Trustee, by entering into this
Agreement, each Certificateholder, by accepting a Trust Certificate, and the
Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Trust Depositor or the Trust, or join in any institution against
the Trust Depositor, or the Trust of, any bankruptcy proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Trust Certificate, the Notes, this Agreement or any
of the other Transaction Documents.


 


Section 11.10.                  No Recourse.  The
Certificateholder by accepting the Trust Certificate acknowledges that such
Certificateholder’s Trust Certificate represents beneficial interests in the
Trust only and does not represent interests in or obligations of the Trust
Depositor, the Servicer, the Seller, the Administrator, the Owner Trustee, the
Indenture Trustee or any of the respective Affiliates (other than the Trust)
and no recourse may be had against such parties or their assets, except as may
be expressly set forth or contemplated in this Agreement, the Trust Certificate
or the other Transaction Documents.


 


Section 11.11.                  Headings.  The
headings of the various Articles and Sections herein are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.


 


Section 11.12.                  Governing Law. 
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO


 


24

















 


ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


Section 11.13.                  Trust Certificate Transfer
Restrictions.  The Trust Certificate may not be acquired by
or for the account of a Benefit Plan. 
By accepting and holding a Trust Certificate, the Holder thereof shall
be deemed to have represented and warranted that it is not a Benefit Plan and
that it is not acquiring and will not hold such Trust Certificate for the
account of, or with plan assets of, a Benefit Plan.


 


Section 11.14.                  Trust Depositor Payment
Obligation.  The Trust Depositor shall be responsible for
payment of the Administrator’s compensation pursuant to Section 3 of the
Administration Agreement and shall reimburse the Administrator for all expenses
and liabilities of the Administrator incurred thereunder.


 


[signature page follows]


 


25

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.


 


	
   

  	
  HARLEY-DAVIDSON
  CUSTOMER FUNDING CORP.,

  
	
   

  	
  as
  Trust Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Perry A. Glassgow

  	
   

  
	
   

  	
  Printed  Name:Perry A. Glassgow

  
	
   

  	
  Title:  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
  as
  Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Patricia A. Evans

  	
   

  
	
   

  	
  Printed
  Name: Patricia A. Evans

  
	
   

  	
  Title:
  Assistant Vice President

  



 


 


Signature Page to Trust

Agreement


 

















 


EXHIBIT A


 


FORM OF CERTIFICATE OF TRUST OF


Harley-Davidson Motorcycle Trust 2004-1


 


This
Certificate of Trust of Harley-Davidson Motorcycle Trust 2004-1 (the “Trust”),
dated                                          ,
2004, is being duly executed and filed by Wilmington Trust Company, a Delaware
banking corporation, as Owner Trustee, to form a statutory trust under the
Delaware Statutory Trust Act (12 Del. Code,
§ 3801 et seq.).


 


1.                                       Name.  The
name of the statutory trust formed hereby is Harley-Davidson Motorcycle Trust
2004-1.


 


2.                                       Delaware Trustee.  The
name and business address of the Owner Trustee of the Trust in the State of
Delaware is Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware l9890.


 


IN
WITNESS WHEREOF, the undersigned, being the sole Owner Trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.


 


	
   

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
  not
  in its individual capacity but solely as

  
	
   

  	
  Owner
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Printed
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


EXHIBIT B


 


FORM OF TRUST CERTIFICATE


 


THIS
TRUST CERTIFICATE REPRESENTS THE BENEFICIAL INTEREST IN THE TRUST (AS DEFINED
BELOW) AND IS ENTITLED TO PAYMENTS AS DESCRIBED IN THE SALE AND SERVICING
AGREEMENT AND INDENTURE REFERRED TO HEREIN.


 


THIS
TRUST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN HARLEY-DAVIDSON
CUSTOMER FUNDING CORP., HARLEY-DAVIDSON CREDIT CORP. OR ANY AFFILIATE THEREOF,
EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT.  THIS TRUST CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND
MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS THE CONDITIONS SET FORTH IN
SECTIONS 3.01, 3.04 AND 11.13 OF THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH.


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2004-1 CERTIFICATE


 


	
  NO.                                       
  

  	
   

  	
  Initial Trust Certificate

  
	
   

  	
   

  	
  Fractional
  Interest 100%

  



 


THIS
CERTIFIES THAT Harley-Davidson Customer Funding Corp. is the registered owner
of 100% of the non-assessable, fully-paid, fractional undivided beneficial
interest in the Harley-Davidson Motorcycle Trust 2004-1 (the “Trust”) formed by Harley-Davidson
Customer Funding Corp., a Nevada corporation (the “Trust Depositor”).


 


The
Trust was created pursuant to a Trust Agreement, dated as of January 30,
2004 (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”), a summary of certain of
the pertinent provisions of which is set forth below.  To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in (i) the Trust Agreement, (ii)
the Sale and Servicing Agreement, dated as of February 1, 2004 (the “Sale and Servicing Agreement”), among the
Trust, the Trust Depositor, Harley-Davidson Credit Corp. (“Harley-Davidson Credit”), as Servicer (in
such capacity, the “Servicer”)
and BNY Midwest Trust Company, as Indenture Trustee (the “Indenture Trustee”) or (iii) the
Indenture, dated as of February 1, 2004 (the “Indenture”), between the Trust and the Indenture Trustee.


 


This
Trust Certificate is the duly authorized Trust Certificate designated as “Harley-Davidson Motorcycle Trust 2004-1 Certificate”
 (the “Trust Certificate”).  Issued under the Indenture are three classes
of notes designated as “     
% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1”,
“       % Harley-Davidson Motorcycle Contract
Backed Notes, Class A-2” and “      % Harley-Davidson Motorcycle Contract
Backed Notes, Class B” (collectively, the “Notes”).  This Trust
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Holder of this
Trust Certificate by virtue of its acceptance hereof assents and by which


 

















 


such
Holder is bound.  The property of the
Trust includes, among other things, (i) all the right, title and interest of
the Trust Depositor in and to the Initial Contracts listed on the initial List
of Contracts delivered on the Closing Date (including, without limitation, all
security interests and all rights to receive payments which are collected
pursuant thereto after the Initial Cutoff Date, including any liquidation
proceeds therefrom, but excluding any rights to receive payments which were
collected pursuant thereto on or prior to the Initial Cutoff Date), (ii) all
rights of the Trust Depositor under any physical damage or other individual
insurance policy (and rights under a “forced
placed” policy, if any) or any debt cancellation agreement relating
to any such Contract, an Obligor or a Motorcycle securing such Contract, (iii)
all security interests in each such Motorcycle, (iv) all documents contained in
the related Contract Files, (v) all rights (but not the obligations) of the
Trust Depositor under any related motorcycle dealer agreements between dealers
(i.e., the originators of such Contracts) and Harley-Davidson Credit, (vi) all
rights of the Trust Depositor in the Lockbox, the Lockbox Account and related
Lockbox Agreement to the extent they relate to such Contracts, (vii) all rights
(but not the obligations) of the Trust Depositor under the Transfer and Sale
Agreement, including but not limited to the Trust Depositor’s rights under
Article V thereof, (viii) the remittances, deposits and payments made into
the Trust Accounts from time to time and amounts in the Trust Accounts from
time to time (and any investments of such amounts), (ix) all rights of the
Trust Depositor to certain rebates of premiums and other amounts relating to
insurance policies, debt cancellation agreements, extended service contracts or
other repair agreements and other items financed under such Contracts and (x)
all proceeds and products of the foregoing.


 


Under
the Trust Agreement, there will be distributed on the fifteenth day of each
month or if such day is not a Business Day the next succeeding Business Day
commencing March 15, 2004 (each, a “Distribution
Date”) to the person in whose name this Trust Certificate is
registered as of the last Business Day immediately preceding the calendar month
in which such Distribution Date occurs (each, a “Record Date”), such Certificateholder’s fractional
undivided beneficial interest in the amount to be distributed to the
Certificateholder on such Distribution Date.


 


The
holder of this Trust Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Trust Certificate are subordinated to
the rights of the Noteholders to the extent described in the Sale and Servicing
Agreement and the Indenture.


 


It
is the intention of Harley-Davidson Credit, the Servicer, the Trust Depositor,
Owner Trustee, Indenture Trustee and the Certificateholder that the Trust be
disregarded as a separate entity pursuant to Treasury Regulations
Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1,
1997.  The Trust Certificate constitutes
the sole equity interest in the Trust and must at all times be held by either
the Trust Depositor or its transferee as sole owner.  The Trust Depositor agrees not to take any action inconsistent
with such intended federal income tax treatment.  Because for federal income tax purposes the Trust will be
disregarded as a separate entity, Trust items of income, gain, loss and
deduction for any month as determined for federal income tax purposes shall be
allocated entirely to the Trust Depositor (or subsequent purchaser of the Trust
Certificate) as the sole Certificateholder.


 


Each
Certificateholder, by its acceptance of a Trust Certificate or beneficial
interest in a Trust Certificate, covenants and agrees that such Certificateholder
will not at any time institute against the Trust or the Trust Depositor, or
join in any institution against the Trust or the Trust Depositor,
Harley-Davidson Credit or the Servicer any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in 


 

















 


connection
with any obligations relating to the Trust Certificate, the Notes, the Trust
Agreement or any of the other Transaction Documents.


 


Distributions
on this Trust Certificate will be made as provided in the Sale and Servicing
Agreement by wire transfer or check mailed to the Certificateholder of record
in the Certificate Register without the presentation or surrender of this Trust
Certificate or the making of any notation hereon.  Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Trust Certificate
will be made after due notice by the Owner Trustee of the pendency of such distribution
and only upon presentation and surrender of this Trust Certificate at the
office or agency maintained for that purpose by the Owner Trustee in the City
of Wilmington, Delaware.


 


Reference
is hereby made to the further provisions of this Trust Certificate set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


Unless
the certificate of authentication hereon shall have been executed by an
authorized officer of the Owner Trustee, by manual signature, this Trust
Certificate shall not entitle the holder hereof to any benefit under the Trust
Agreement or any other Transaction Document or be valid for any purpose.


 


THIS
TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 

















 


[REVERSE OF CERTIFICATE]


 


The
Trust Certificate does not represent an obligation of, or an interest in the
Trust Depositor, Harley-Davidson Credit, as the Seller or Servicer, the Owner
Trustee, the Indenture Trustee or any of their respective Affiliates (other
than the Trust) and no recourse may be had against such parties or their
assets, except as expressly set forth or contemplated herein or in the Trust
Agreement or the other Transaction Documents. 
In addition, this Trust Certificate is not guaranteed by any
governmental agency or instrumentality and is limited in right of payment to
certain collections and recoveries with respect to the Contracts and certain
other amounts, in each case as more specifically set forth herein and in the
Sale and Servicing Agreement.  A copy of
each of the Sale and Servicing Agreement and the Trust Agreement may be
examined by any Certificateholder upon written request during normal business
hours at the principal office of the Trust Depositor and at such other places,
if any, designated by the Trust Depositor.


 


The
Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust Depositor and the rights of the Certificateholder under the Trust
Agreement at any time by the Trust Depositor and the Owner Trustee with the
consent of the Holder of the Trust Certificate and the Modified Required
Holders.  Any such consent by the Holder
of this Trust Certificate shall be conclusive and binding on such Holder and on
all future Holders of this Trust Certificate and of any Trust Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent is made upon this Trust
Certificate.  The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holder of any of the Trust Certificate.


 


As
provided in the Trust Agreement and subject to certain limitations therein set
forth, the transfer of this Trust Certificate is registerable in the Certificate
Register upon surrender of this Trust Certificate for registration of transfer
at the offices or agencies of the Certificate Registrar, accompanied by a
written instrument of transfer in form satisfactory to the Owner Trustee and
the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon the new Trust Certificate of
authorized denominations evidencing the same aggregate interest in the Trust
will be issued to the designated transferee. 
The initial Certificate Registrar appointed under the Trust Agreement is
the Owner Trustee.


 


The
Owner Trustee, the Certificate Registrar and any of their respective agents may
treat the Person in whose name this Trust Certificate is registered as the
owner hereof for all purposes, and none of the Owner Trustee, the Certificate
Registrar or any such agent shall be affected by any notice to the contrary.


 


The
obligations and responsibilities created by the Trust Agreement and the Trust
created thereby shall terminate upon the payment to the Certificateholder of
all amounts required to be paid to it pursuant to the Trust Agreement and the
Sale and Servicing Agreement and the disposition of all property held as part
of the Trust Estate.  Harley-Davidson
Credit may at its option purchase the Trust Estate at a price specified in the
Sale and Servicing Agreement, and such purchase of the Contracts and other
property of the Trust will affect early retirement of the Trust Certificate;
however, such right of purchase is exercisable only as of any Distribution Date
on which the Pool Balance has declined to less than 10% of


 

















 


the
sum of (i) the initial Pool Balance on the Initial Cutoff Date and (ii) the
Pre-Funded Amount on the Closing Date.


 


The
Trust Certificate may not be acquired by a Benefit Plan.  The Holder hereof, by accepting a beneficial
interest in this Trust Certificate, shall be deemed to have represented and
warranted that it is not a Benefit Plan and is not acquiring this Trust
Certificate or an interest therein for the account of, or with plan assets of,
a Benefit Plan.


 

















 


IN
WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Trust Certificate to be duly executed.


 


	
  Dated:

  	
  Harley-Davidson
  Motorcycle Trust 2004-1

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON
  TRUST COMPANY, not in its individual capacity but solely as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
					



 


OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is the Trust Certificate referred to in the within-mentioned Trust Agreement.


 


WILMINGTON
TRUST COMPANY,


not
in its individual capacity but solely


as
Owner Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 

















 


ASSIGNMENT


 


FOR
VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto


 


PLEASE
INSERT SOCIAL SECURITY OR


OTHER
IDENTIFYING NUMBER OF ASSIGNEE


 


 


(Please
print or type name and address, including postal zip code, of assignee)


 


 


the
within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


 


 


to
transfer said Trust Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
  Signature
  Guaranteed:

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
  NOTICE:  Signature(s) must be guaranteed by an
  eligible guarantor institution.

  	
   

  	
  NOTICE:  The signature to this assignment must
  correspond with the name of the registered owner as it appears on the face of
  the within Trust Certificate in every particular, without alteration or
  enlargement or any change whatever.