Exhibit
10.33


 




 


 





ADMINISTRATION AGREEMENT


 


among


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2004-1,


 


as Issuer,


 


HARLEY-DAVIDSON CREDIT CORP.,


 


as Administrator,


 


HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,


 


as Trust Depositor,


 


and


 


BNY MIDWEST TRUST COMPANY,


 


as Indenture Trustee


 


 


Dated as of February 1, 2004




 


 





 

















 


TABLE OF CONTENTS


 


	
  SECTION 1.

  	
  DUTIES OF THE
  ADMINISTRATOR.

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  RECORDS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  COMPENSATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  ADDITIONAL
  INFORMATION TO BE FURNISHED TO THE ISSUER

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  INDEPENDENCE OF THE
  ADMINISTRATOR

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  NO JOINT
  VENTURE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  OTHER ACTIVITIES OF
  ADMINISTRATOR

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  TERM
  OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  ACTION
  UPON TERMINATION, RESIGNATION OR REMOVAL

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  SUCCESSORS
  AND ASSIGNS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  HEADINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 16.

  	
  SEVERABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  NOT
  APPLICABLE TO HARLEY-DAVIDSON CREDIT IN OTHER CAPACITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 18.

  	
  LIMITATION
  OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 19.

  	
  THIRD-PARTY
  BENEFICIARY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 20.

  	
  SURVIVABILITY

  	
   

  



 

















 


This Administration
Agreement, dated as of February 1, 2004, among Harley-Davidson Motorcycle
Trust 2004-1 (the “Issuer”),
Harley-Davidson Credit Corp. (together with its successors and assigns “Harley-Davidson Credit”) in its capacity
as administrator, the “Administrator”),
Harley-Davidson Customer Funding Corp. (the “Trust
Depositor”) and BNY Midwest Trust Company, not in its individual
capacity but solely as Indenture Trustee (together with its successors and
assigns, the “Indenture Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Issuer is issuing
1.40% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1 Notes, 2.53%
Harley-Davidson Motorcycle Contract Backed Notes, Class A-2 Notes and 2.00%
Harley-Davidson Motorcycle Contract Backed Notes, Class B Notes (collectively,
the “Notes”) pursuant to the
Indenture, dated as of the date hereof (the
“Indenture”), between the Issuer and the Indenture Trustee
(capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Indenture);


 


WHEREAS, the Issuer has
entered into certain agreements in connection with the issuance of the Notes
including (i) a Sale and Servicing Agreement, dated as of the date hereof (the “Sale and Servicing Agreement”), among the
Issuer, the Indenture Trustee, the Trust Depositor and Harley-Davidson Credit,
as servicer (in such capacity, the “Servicer”),
and (ii) the Indenture (collectively referred to hereinafter as the “Transaction Documents”);


 


WHEREAS, pursuant to the
Transaction Documents, the Issuer and the Owner Trustee are required to perform
certain duties in connection with (i) the Notes and the collateral therefor
pledged pursuant to the Indenture (the “Collateral”)
and (ii) the beneficial ownership interest in the Issuer (the registered holder
of such interest being referred to herein as the “Owner”);


 


WHEREAS, the Issuer and the
Owner Trustee desire to have the Administrator perform certain of the duties of
the Issuer and the Owner Trustee referred to in the preceding clause and to
provide such additional services consistent with the terms of this Agreement
and the Transaction Documents as the Issuer and the Owner Trustee may from time
to time request; and


 


WHEREAS, the Administrator
has the capacity to provide the services required hereby and is willing to
perform such services for the Issuer and the Owner Trustee on the terms set
forth herein;


 


NOW, THEREAFTER, in
consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:


 


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Section 1.                                          Duties of the Administrator.


 


(a)                                  Duties with respect to the Indenture.


 


(i)                                     The Administrator agrees to perform all its
duties as Administrator and the duties of the Issuer and the Owner Trustee
under the Transaction Documents.  In
addition, the Administrator shall consult with the Owner Trustee regarding the
duties of the Issuer or the Owner Trustee under the Indenture.  The Administrator shall monitor the
performance of the Issuer and shall advise the Owner Trustee when action is
necessary to comply with the respective duties of the Issuer and the Owner
Trustee under the Indenture.  The
Administrator shall prepare for execution by the Issuer or shall cause the
preparation by other appropriate persons of, all such documents, reports,
filings, instruments, certificates and opinions that it shall be the duty of
the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the
Indenture.  In furtherance of the
foregoing, the Administrator shall take all appropriate action that the Issuer
or the Owner Trustee is required to take pursuant to the Indenture including,
without limitation, such of the foregoing as are required with respect to the
following matters under the Indenture (references are to Sections of the
Indenture):


 


(A)                              the duty to cause the Note Register to be
kept and to give the Indenture Trustee notice of any appointment of a new Note
Registrar and the location, or change in location, of the Note Register
(Section 2.04);


 


(B)                                the notification of Noteholders of the final
principal payment on their Notes (Section 2.07(b));


 


(C)                                the fixing or causing to be fixed of any
special record date and the notification of the Indenture Trustee and Noteholders
with respect to special payment dates, if any (Section 2.07(c));


 


(D)                               the preparation of or obtaining of the
documents and instruments required for execution and authentication of the
Notes and delivery of the same to the Indenture Trustee (Section 2.02);


 


(E)                                 the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents required for the
release of Collateral (Section 2.12);


 


(F)                                 the maintenance of an office in the City of
Wilmington, Delaware, for registration of transfer or exchange of Notes
(Section 3.02);


 


(G)                                the duty to cause newly appointed Paying
Agents, if any, to deliver to the Indenture Trustee the instrument specified in
the Indenture regarding funds held in trust (Section 3.03);


 


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(H)                               the direction to the Indenture Trustee to
deposit monies with Paying Agents, if any, other than the Indenture Trustee
(Section 3.03);


 


(I)                                    the obtaining and preservation of the
Issuer’s qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of the Indenture, the Notes, the Collateral and each other
instrument and agreement included in the Collateral (Section 3.04);


 


(J)                                   the preparation of all supplements and
amendments to the Indenture and all financing statements, continuation
statements, instruments of further assurance and other instruments and the
taking of such other action as is necessary or advisable to protect the Collateral
other than as prepared by the Servicer (Section 3.05);


 


(K)                               the delivery of the Opinion of Counsel on the
Closing Date and certain other statements as to compliance with the Indenture
(Sections 3.06 and 3.09);


 


(L)                                 the identification to the Indenture Trustee
in an Officer’s Certificate of a Person with whom the Issuer has contracted to
perform its duties under the Indenture (Section 3.07(b));


 


(M)                            the notification of the Indenture Trustee and
each Rating Agency of an Event of Termination under the Sale and Servicing
Agreement;


 


(N)                               the duty to cause the Servicer to comply with
Article Five and Article Nine of the Sale and Servicing Agreement
(Section 3.14);


 


(O)                               the preparation and obtaining of documents
and instruments required for the release of the Issuer from its obligations
under the Indenture (Section 3.10(b) and Section 3.11(b));


 


(P)                                 the delivery of written notice to the
Indenture Trustee and each Rating Agency of each Event of Default under the
Indenture and each Event of Termination by the Servicer under the Sale and
Servicing Agreement (Section 3.18);


 


(Q)                               the monitoring of the Issuer’s obligations as
to the satisfaction and discharge of the Indenture and the preparation of an
Officer’s Certificate and the obtaining of the Opinion of Counsel and the
Independent Certificate relating thereto (Section 4.01);


 


(R)                                the compliance with any written directive of
the Indenture Trustee with respect to the sale of the Collateral in a
commercially reasonable manner if an Event of Default shall have occurred and
be continuing (Section 5.04);


 


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(S)                                 the preparation and delivery of notice to
Noteholders of the removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee (Section 6.08);


 


(T)                                the preparation of any written instruments
required to confirm more fully the authority of any co-trustee or separate
trustee and any written instruments necessary in connection with the
resignation or removal of the Indenture Trustee or any co-trustee or separate
trustee (Sections 6.08 and 6.10);


 


(U)                               the furnishing of the Indenture Trustee with
the names and addresses of Noteholders during any period when the Indenture
Trustee is not the Note Registrar (Section 7.01);


 


(V)                                the opening of one or more accounts in the
Indenture Trustee’s name, the preparation and delivery of Issuer Orders,
Officer’s Certificates and Opinions of Counsel and all other actions necessary
with respect to investment and reinvestment of funds in the Trust Accounts
(Sections 8.02 and 8.03);


 


(W)                           the preparation of an Issuer Request and
Officer’s Certificate and the obtaining of an Opinion of Counsel and
Independent Certificates, if necessary, for the release of the Collateral
(Sections 8.04 and 8.05);


 


(X)                               the preparation of Issuer Orders and the
obtaining of Opinions of Counsel with respect to the execution of supplemental
indentures and the mailing to the Noteholders of notices with respect to such
supplemental indentures (Sections 9.01, 9.02 and 9.03);


 


(Y)                                the execution and delivery of new Notes
conforming to any supplemental indenture (Section 9.06);


 


(Z)                                the duty to notify Noteholders of redemption
of the Notes or to cause the Indenture Trustee to provide such notification
(Section 10.02);


 


(AA)                    the preparation and delivery of all Officer’s
Certificates, Opinions of Counsel and Independent Certificates with respect to
any requests by the Issuer to the Indenture Trustee to take any action under
the Indenture (Section 11.01(a));


 


(BB)                        the preparation and delivery of Officer’s
Certificates and the obtaining of Independent Certificates, if necessary, for
the release of property from the lien of the Indenture (Section 11.01(b));


 


(CC)                        the notification of the Rating Agencies, upon
the failure of the Issuer, the Owner Trustee or the Indenture Trustee to
provide notification;


 


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(DD)                      the preparation and delivery to Noteholders
and the Indenture Trustee of any agreements with respect to alternate payment
and notice provisions (Section 11.06);


 


(EE)                          the recording of the Indenture, if applicable
(Section 11.14); and


 


(FF)                          the appointment of a successor Indenture
Trustee.


 


(ii)                                  The Administrator will:


 


(A)                              except as otherwise expressly provided in the
Indenture, pay the Indenture Trustee’s fees and reimburse the Indenture Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Indenture Trustee in accordance with any provision of
the Indenture (including the reasonable compensation, expenses and disbursements
of its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith;


 


(B)                                indemnify the Indenture Trustee and its
agents for, and hold them harmless against, any loss, liability or expense
incurred without negligence or bad faith on their part, arising out of or in
connection with the acceptance or administration of the transactions
contemplated by the Indenture, including the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the
exercise or performance of any of their powers or duties under the Indenture;
and


 


(C)                                indemnify the Owner Trustee and its agents
for, and hold them harmless against, any loss, liability or expense incurred
without negligence or bad faith on their part, arising out of or in connection
with the acceptance or administration of the transactions contemplated by the
Trust Agreement, including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties under the Trust Agreement.


 


(b)                                 Additional Duties.


 


(i)                                     In addition to the duties set forth in
Section 1(a)(i), the Administrator shall perform such calculations and
shall prepare or shall cause the preparation by other appropriate persons of,
and shall execute on behalf of the Issuer or the Owner Trustee, all such
documents, reports, filings, instruments, certificates and opinions that the
Issuer or the Owner Trustee are required to prepare, file or deliver pursuant
to the Transaction Documents or under Section 5.03 of the Trust Agreement,
and at the request of the Owner Trustee shall take all appropriate action that
the Issuer or the Owner Trustee are required to take pursuant to the
Transaction Documents.  In furtherance
thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver
to the Administrator


 


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and to each successor
Administrator appointed pursuant to the terms hereof, one or more powers of
attorney substantially in the form of Exhibit
A hereto, appointing the Administrator the attorney-in-fact of the
Issuer for the purpose of executing on behalf of the Owner Trustee and the
Issuer all such documents, reports, filings, instruments, certificates and
opinions.  Subject to Section 5,
and in accordance with the directions of the Issuer, the Administrator shall
administer, perform or supervise the performance of such other activities in
connection with the Collateral (including the Transaction Documents) as are not
covered by any of the foregoing provisions and as are expressly requested by
the Issuer and are reasonably within the capability of the Administrator.


 


(ii)                                  Notwithstanding anything in this Agreement or
the Transaction Documents to the contrary, the Administrator shall be
responsible for promptly notifying the Owner Trustee in the event that any
withholding tax is imposed on the Trust’s payments (or allocations of income)
to the Owner as contemplated in Section 5.01(c) of the Trust
Agreement.  Any such notice shall
specify the amount of any withholding tax required to be withheld by the Owner
Trustee pursuant to such provision.


 


(iii)                               Notwithstanding anything in this Agreement or
the Transaction Documents to the contrary, the Administrator shall be
responsible for performance of the duties of the Owner Trustee set forth in
Section 5.03(a), (b), (c) and (d), the penultimate sentence of
Section 5.03 and Section 5.04(a) of the Trust Agreement with respect
to, among other things, accounting and reports to the Owner; provided, however, that the Owner Trustee
shall retain responsibility for the distribution of information forms necessary
to enable the Owner to prepare its federal and state income tax returns.


 


(iv)                              The Administrator shall satisfy its
obligations with respect to clauses (ii) and (iii) above by retaining, at the
expense of the Trust payable by the Administrator, a firm of independent public
accountants (the “Accountants”)
acceptable to the Owner Trustee, which shall perform the obligations of the
Administrator thereunder.


 


(v)                                 The Administrator shall perform the duties of
the Administrator specified in Section 10.02 of the Trust Agreement
required to be performed in connection with the resignation or removal of the
Owner Trustee, and any other duties expressly required to be performed by the
Administrator under the Trust Agreement.


 


(vi)                              In carrying out the foregoing duties or any
of its other obligations under this Agreement, the Administrator may enter into
transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any
such transactions or dealings shall be in accordance with any directions
received from the Issuer and shall be, in the Administrator’s opinion, no less
favorable to the Issuer than would be available from unaffiliated parties.


 


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(c)                                  Non-Ministerial Matters.


 


(i)                                     With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the Administrator
shall not take any action unless within a reasonable time before the taking of
such action, the Administrator shall have notified the Owner Trustee of the
proposed action and the Owner Trustee shall not have withheld consent or
provided an alternative direction.  For
the purpose of the preceding sentence, “non-ministerial
matters” shall include, without limitation:


 


(A)                              the amendment of or any supplement to the
Indenture;


 


(B)                                the initiation of any claim or lawsuit by the
Issuer and the compromise of any action, claim or lawsuit brought by or against
the Issuer (other than in connection with the collection of the Contracts);


 


(C)                                the amendment, change or modification of any
other Transaction Documents;


 


(D)                               the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees pursuant to the
Indenture or the appointment of successor Administrators or a successor
Servicer, or the consent to the assignment by the Note Registrar, Paying Agent
or Indenture Trustee of its obligations under the Indenture; and


 


(E)                                 the removal of the Indenture Trustee.


 


(ii)                                  Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated to, and shall not, (A)
make any payments to the Noteholders under the Transaction Documents, (B) sell
the Collateral pursuant to clause (iv) of Section 5.04 of the Indenture,
(C) take any other action that the Issuer directs the Administrator not to take
on its behalf or (D) take any other action which may be construed as having the
effect of varying the investment of the Holders.


 


Section 2.                                                Records.   The
Administrator shall maintain appropriate books of account and records relating
to services performed hereunder, which books of account and records shall be
accessible for inspection by the Issuer and the Owner Trustee at any time
during normal business hours.


 


Section 3.                                          Compensation.  As
compensation for the performance of the Administrator’s obligations under this
Agreement and as reimbursement for its expenses related thereto, the
Administrator shall be entitled to a monthly fee which shall be solely an
obligation of the Trust Depositor and shall be in an amount as shall be
agreeable to the Trust Depositor and the Administrator.


 


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Section 4.                                          Additional Information to be Furnished to the Issuer.  The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.


 


Section 5.                                          Independence of the Administrator.  For
all purposes of this Agreement, the Administrator shall be an independent
contractor and shall not be subject to the supervision of the Issuer or the
Owner Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. 
Unless expressly authorized by the Issuer, the Administrator shall have
no authority to act for or represent the Issuer or the Owner Trustee in any way
and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.


 


Section 6.                                          No Joint Venture.  Nothing contained in this Agreement (i)
shall constitute the Administrator and either of the Issuer or the Owner
Trustee as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any obligation
or liability on behalf of the others.


 


Section 7.                                          Other Activities of Administrator. 
Nothing herein shall prevent the Administrator or its Affiliates from
engaging in other business or, in its sole discretion, from acting in a similar
capacity as an administrator for any other Person or entity even though such
person or entity may engage in business activities similar to those of the
Issuer, the Owner Trustee or the Indenture Trustee.


 


Section 8.                                          Term of Agreement; Resignation and Removal of Administrator.  This
Agreement shall continue in force until the termination of the Issuer, upon
which event this Agreement shall automatically terminate.


 


(a)                                  Subject to Section 8(d) and
Section 8(e), the Administrator may resign its duties hereunder by
providing the Issuer with at least 60 days’ prior written notice.


 


(b)                                 Subject to Section 8(d) and
Section 8(e), the Issuer may remove the Administrator without cause by
providing the Administrator with at least 60 days’ prior written notice.


 


(c)                                  Subject to Section 8(d) and
Section 8(e), at the sole option of the Issuer, the Administrator may be
removed immediately upon written notice of termination from the Issuer to the
Administrator if any of the following events shall occur:


 


(i)                                     the Administrator shall default in the
performance of any of its duties under this Agreement and, after notice of such
default, shall not cure such default within ten days (or, if


 


9

















 


such default cannot be cured
in such time, shall not give within ten days such assurance of cure as shall be
reasonably satisfactory to the Issuer);


 


(ii)                                  a court having jurisdiction in the premises
shall enter a decree or order for relief, and such decree or order shall not
have been vacated within 60 days, in respect of the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for the Administrator or
any substantial part of its property or order the winding-up or liquidation of
its affairs; or


 


(iii)                               the Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar
official for the Administrator or any substantial part of its property, shall
consent to the taking of possession by any such official of any substantial
part of its property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.


 


The Administrator agrees
that if any of the events specified in clauses (ii) or (iii) above shall occur,
it shall give written notice thereof to the Issuer and the Indenture Trustee
within seven days after the occurrence of such event.


 


(d)                                 No resignation or removal of the
Administrator pursuant to this Section shall be effective until (i) a
successor Administrator shall have been appointed by the Issuer and (ii) such
successor Administrator shall have agreed in writing to be bound by the terms
of this Agreement in the same manner as the Administrator is bound hereunder.


 


(e)                                  The appointment of any successor
Administrator shall be effective only after the satisfaction of the Rating
Agency Condition with respect to the proposed appointment.


 


(f)                                    Subject to Section 8(d) and 8(e), the
Administrator acknowledges that upon the appointment of a Successor Servicer
pursuant to the Sale and Servicing Agreement, the Administrator shall
immediately resign and such Successor Servicer shall automatically become the Administrator
under this Agreement.


 


Section 9.                                          Action upon Termination, Resignation or Removal.  Promptly upon the effective date of termination of this Agreement
pursuant to Section 8 or the resignation or removal of the Administrator
pursuant to Section 8(a), (b) or (c) respectively, the Administrator shall
be entitled to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, resignation or removal.  The Administrator shall forthwith upon such termination pursuant
to Section 8 deliver to the Issuer all property and documents of or
relating to the


 


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Collateral then in the
custody of the Administrator.  In the
event of the resignation or removal of the Administrator pursuant to Section (a),
(b) or (c), respectively, the Administrator shall cooperate with the Issuer and
take all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.


 


Section 10.                                   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.                                   Amendments.  This
Agreement may be amended from time to time by a written amendment duly executed
and delivered by the parties hereto, with the written consent of the Owner
Trustee but without the consent of the Noteholders, 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; provided that such amendment will not, in the Opinion of Counsel
satisfactory to the Indenture Trustee, materially and adversely affect the
interest of any Noteholder.  This
Agreement may also be amended by the parties hereto with the written consent of
the Owner Trustee and the 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 Noteholders; provided, however, that no such amendment
may (i) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on the Contracts or distributions that
are required to be made for the benefit of the Noteholders or (ii) reduce the
aforesaid percentage of the holders of Notes which are required to consent to
any such amendment, without the consent of the holders of all outstanding
Notes.  Notwithstanding the foregoing,
the Administrator may not amend this Agreement without the permission of the
Trust Depositor, which permission shall not be unreasonably withheld.


 


Section 12.                                    Successors and Assigns.  This Agreement
may not be assigned by the Administrator unless such assignment is previously
consented to in writing by the Issuer, the Indenture Trustee and the Owner
Trustee and subject to the satisfaction of the Rating Agency Condition in
respect thereof.  An assignment with
such consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrator is bound
hereunder.  Notwithstanding the
foregoing, this Agreement may be assigned by the


 


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Administrator without the
consent of the Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator; provided that such successor organization
executes and delivers to the Issuer, the Owner Trustee and the Indenture
Trustee an agreement, in form and substance reasonably satisfactory to the
Owner Trustee and the Indenture Trustee, in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in
the same manner as the Administrator is bound hereunder.  Subject to the foregoing, this Agreement
shall bind any successors or assigns of the parties hereto.


 


Section 13.                                   Governing
Law.  THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS, 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.


 


Section 14.                                   Headings.  The
section and subsection headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.


 


Section 15.                                   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 agreement.


 


Section 16.            Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


Section 17.                                   Not Applicable to Harley-Davidson Credit in Other Capacities. 
Nothing in this Agreement shall affect any obligation Harley-Davidson
Credit may have in any other capacity.


 


Section 18.                                   Limitation of Liability of Owner Trustee and Indenture Trustee.


 


(a)                                  Notwithstanding anything contained herein to
the contrary, this instrument has been countersigned by Wilmington Trust
Company not in its individual capacity but solely in its capacity as Owner
Trustee of the Issuer and in no event shall Wilmington Trust Company in its
individual capacity or any beneficial owner of the Issuer have any liability
for the representations, warranties, covenants, agreements or other obligations
of the Issuer hereunder, as to all of which recourse shall be had solely to the
assets of the Issuer.  For all purposes
of this Agreement, in the performance of any duties or obligations of the
Issuer hereunder, the Owner


 


12

















 


Trustee shall be subject to,
and entitled to the benefits of, the terms and provisions of Articles Six,
Seven and Eight of the Trust Agreement.


 


(b)                                 Notwithstanding anything contained herein to
the contrary, this Agreement has been countersigned by BNY Midwest Trust
Company not in its individual capacity but solely as Indenture Trustee and in
no event shall BNY Midwest Trust Company have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets of
the Issuer.


 


Section 19.                                   Third-party Beneficiary.  The
Owner Trustee is a third-party beneficiary to this Agreement and is entitled to
the rights and benefits hereunder and may enforce the provisions hereof as if
it were a party hereto.


 


Section 20.                                   Survivability.  The
obligations of the Administrator described in Section 1(a)(ii) hereof
shall survive termination of this Agreement.


 


[signature
page follows]


 


13

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered as
of the day and year first above written.


 


	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE
  TRUST

  2004-1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,
  not in its

  
	
   

  	
   

  	
  individual capacity but
  solely as Owner

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Patricia A. Evans

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name: Patricia A.
  Evans

  
	
   

  	
   

  	
   

  	
  Title: Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CUSTOMER
  FUNDING

  
	
   

  	
  CORP., as Trust Depositor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Perry A. Glassgow

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name:

  	
  Perry A. Glassgow

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY,
  not in

  
	
   

  	
  its individual capacity
  but solely as Indenture

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Cynthia Davis

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name: Cynthia
  Davis

  
	
   

  	
   

  	
   

  	
  Title: Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT
  CORP.,

  
	
   

  	
  as Administrator

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Perry A. Glassgow

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name:  Perry A. Glassgow

  
	
   

  	
   

  	
   

  	
  Title: Treasurer

  
												



 


 


Signature Page to
Administration Agreement


 

















 


LIMITED POWER OF ATTORNEY


 


	
  State of Illinois

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.

  
	
  County of Cook

  	
  )

  	
   

  



 


KNOW ALL PERSONS BY THESE
PRESENTS, that Wilmington Trust Company, a Delaware banking corporation (the “Owner Trustee”), whose principal
executive office is located at Wilmington Trust Company, Rodney Square North,
1100 North Market Street, Wilmington, Delaware Attention:  Trust Administration, by and through its
duly elected and authorized officer,
                                                ,  a
                                      ,  on behalf of itself and of Harley-Davidson
Motorcycle Trust 2004-1 (the “Trust”)
as Issuer under the Administration Agreement, dated as of February 1, 2004
(the “Administration Agreement”),
among the Trust, Harley-Davidson Customer Funding Corp., BNY Midwest Trust
Company, as Indenture Trustee, and Harley-Davidson Credit Corp., as
Administrator, does hereby nominate, constitute and appoint Harley-Davidson
Credit Corp., a Nevada corporation, each of its officers from time to time and
each of its employees authorized by it from time to time to act hereunder,
jointly and each of them severally, together or acting alone, its true and
lawful attorney-in-fact, for the Owner Trustee and the Issuer in their name,
place and stead, in the sole discretion of such attorney-in-fact, to perform
such calculations and prepare or cause the preparation by other appropriate
persons of, and to execute on behalf of the Issuer or the Owner Trustee, all
such documents, reports, filings, instruments, certificates and opinions that
the Issuer or the Owner Trustee is required to prepare, file or deliver
pursuant to the Administration Agreement, and to take any and all other action,
as such attorney-in-fact may deem necessary or desirable in accordance with the
directions of the Owner Trustee and in connection with its duties as
Administrator or successor Administrator under the Administration Agreement.  Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the
Administration Agreement.


 


The Owner Trustee hereby
ratifies and confirms the execution, delivery and performance (whether before
or after the date hereof) of the above-mentioned documents, reports, filings,
instruments, certificates and opinions, by the attorney-in-fact and all that
the attorney-in-fact shall lawfully do or cause to be done by virtue hereof.


 

















 


The Owner Trustee hereby agrees
that no person or other entity dealing with the attorney-in-fact shall be bound
to inquire into such attorney-in-fact’s power and authority hereunder and any
such person or entity shall be fully protected in relying on such power of
authority.


 


This Limited Power of
Attorney may not be assigned without the prior written consent of the Owner
Trustee.  It is effective immediately
and will continue until it is revoked.


 


This Limited Power of
Attorney shall be governed and construed in accordance with the laws of the
State of Illinois without reference to principles of conflicts of law.


 


Executed as of this
       day of February, 2004.


 


	
   

  	
  Wilmington Trust Company,
  not in its individual

  
	
   

  	
  capacity but solely as
  Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


CERTIFICATE OF ACKNOWLEDGMENT OF


NOTARY PUBLIC


 


 


	
  State of Delaware   

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.

  
	
  County of New Castle

  	
  )

  	
   

  



 


	
   

  	
  On
  February       , 2004 before me,

  
	
   

  	
   

  	
  [Insert name and title of
  notary]

  	
   

  
	
   

  	
   

  
	
   

  	
  personally appeared
                                              

  
	
   

  	
   

  
	
  o

  	
  personally known to me, or

  
	
   

  	
   

  
	
  o

  	
  proved to me on the basis
  of satisfactory evidence to be the person(s) whose name(s) is/are

  



 


subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ties), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which person(s)
acted, executed the instrument.


 


	
   

  	
  WITNESS my hand and
  official seal.

  
	
   

  
	
   

  	
  Signature: 

  	
   

  	
   

  
	
   

  	
  [SEAL]