Exhibit 10.3


 


Execution
Copy


 






 


ADMINISTRATION AGREEMENT


 


among


 


HARLEY-DAVIDSON
MOTORCYCLE TRUST 2009-1,


 


as Issuer,


 


HARLEY-DAVIDSON CREDIT
CORP.,


 


as Administrator,


 


HARLEY-DAVIDSON CUSTOMER
FUNDING CORP.,


 


as Trust Depositor,


 


and


 


THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,


 


as Indenture Trustee


 


 


Dated as of May 1,
2009


 

















 


TABLE OF CONTENTS


 


	
  SECTION 1.

  	
  DUTIES OF THE ADMINISTRATOR.

  	
  2

  
	
  SECTION 2.

  	
  RECORDS

  	
  7

  
	
  SECTION 3.

  	
  COMPENSATION

  	
  7

  
	
  SECTION 4.

  	
  ADDITIONAL INFORMATION TO BE
  FURNISHED TO THE ISSUER

  	
  7

  
	
  SECTION 5.

  	
  INDEPENDENCE OF THE
  ADMINISTRATOR

  	
  7

  
	
  SECTION 6.

  	
  NO JOINT VENTURE

  	
  7

  
	
  SECTION 7.

  	
  OTHER ACTIVITIES OF
  ADMINISTRATOR

  	
  7

  
	
  SECTION 8.

  	
  TERM OF AGREEMENT; RESIGNATION
  AND REMOVAL OF ADMINISTRATOR

  	
  7

  
	
  SECTION 9.

  	
  ACTION UPON TERMINATION,
  RESIGNATION OR REMOVAL

  	
  8

  
	
  SECTION 10.

  	
  NOTICES

  	
  9

  
	
  SECTION 11.

  	
  AMENDMENTS

  	
  9

  
	
  SECTION 12.

  	
  SUCCESSORS AND ASSIGNS

  	
  9

  
	
  SECTION 13.

  	
  GOVERNING LAW

  	
  10

  
	
  SECTION 14.

  	
  HEADINGS

  	
  10

  
	
  SECTION 15.

  	
  COUNTERPARTS

  	
  10

  
	
  SECTION 16.

  	
  SEVERABILITY

  	
  10

  
	
  SECTION 17.

  	
  NOT APPLICABLE TO
  HARLEY-DAVIDSON IN OTHER CAPACITIES

  	
  10

  
	
  SECTION 18.

  	
  LIMITATION OF LIABILITY OF OWNER
  TRUSTEE AND

  	
   

  
	
  INDENTURE TRUSTEE

  	
  10

  
	
  SECTION 19.

  	
  THIRD-PARTY BENEFICIARY

  	
  11

  
	
  SECTION 20.

  	
  SURVIVABILITY

  	
  11

  



 

















 


This Administration
Agreement, dated as of May 1, 2009, among Harley-Davidson Motorcycle Trust
2009-1 (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 The Bank of New York Mellon Trust Company, N.A., 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 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 or the Sale and Servicing Agreement);


 


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:


 

















 


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);


 


(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);


 


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(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);


 


(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);


 


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(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;


 


(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;


 


4

















 


(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 (A) 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, (B) shall
execute and deliver on behalf of the Trust one or more certifications as to
TALF eligibility, one or more indemnity undertakings and other documents,
certificates, notices, press releases, agreements and instruments contemplated
thereby or related thereto or otherwise necessary or incidental to qualifying
the Class A Notes as “eligible collateral” under the Federal Reserve Bank of
New York’s Term Asset-Backed Securities Loan Facility and (C) 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 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 a Certificateholder 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.


 


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(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 Certificateholders; provided, however,
that the Owner Trustee shall retain responsibility for the distribution of
information forms necessary to enable each Certificateholder to prepare its
federal and state income tax returns.


 


(iv)          If the sole
Certificateholder is not the Administrator or any of its Affiliates, 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.


 


(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


 


6

















 


(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.


 


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.


 


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(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 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


 


8

















 


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 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 or the
Certificateholders, 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
Certificateholders; 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 or Certificateholder.  This Agreement may also be amended by the
parties hereto with the written consent of the Owner Trustee, the Required
Holders and the Holders of the Certificates evidencing a majority of the
outstanding Certificate Balance of the Certificates 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 and/or the Certificateholders; 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 the Certificateholders, as the case may be, or (ii) reduce
the aforesaid percentage of the holders of Notes or Certificates, as
applicable, which are required to consent to any such amendment, without the
consent of the holders of all outstanding Notes or the consent of the holders
of all outstanding Certificates, as applicable. 
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


 


9

















 


foregoing, this Agreement
may be assigned by the 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
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 The Bank of New York Mellon Trust Company, N.A. not in its
individual capacity but solely as Indenture Trustee and in no event shall The
Bank of New York Mellon Trust Company, N.A. 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.


 


10

















 


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]


 


11

















 


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 2009-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Wilmington Trust
  Company, not in its individual capacity but solely as Owner Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Christopher Murphy

  
	
   

  	
   

  	
   

  	
  Printed Name: J. Christopher Murphy

  
	
   

  	
   

  	
   

  	
  Title: Financial Services Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON
  CUSTOMER FUNDING CORP., as Trust Depositor

  
	
   

  	
   

  	
  By:

  	
  /s/ Perry A. Glassgow

  
	
   

  	
   

  	
   

  	
  Printed Name: Perry A. Glassgow

  
	
   

  	
   

  	
   

  	
  Title: Acting President, Vice President,

  
	
   

  	
   

  	
   

  	
  Treasurer and Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A., not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David A. Hill

  
	
   

  	
   

  	
   

  	
  Printed Name: David A. Hill

  
	
   

  	
   

  	
   

  	
  Title: Assistant Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARLEY-DAVIDSON CREDIT
  CORP.,

  
	
   

  	
   

  	
  as Administrator

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Perry A. Glassgow

  
	
   

  	
   

  	
   

  	
  Printed Name: Perry A. Glassgow

  
	
   

  	
   

  	
   

  	
  Title: Acting President, Vice President,

  
	
   

  	
   

  	
   

  	
  Treasurer and Assistant Secretary

  



 


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 2009-1 (the “Trust”) as Issuer under the Administration Agreement,
dated as of May 1, 2009 (the “Administration Agreement”),
among the Trust, Harley-Davidson Customer Funding Corp., The Bank of New York
Mellon Trust Company, N.A., 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                       .


 


 


	
   

  	
  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                           
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]