EXHIBIT 10.15


 












 


ADMINISTRATION AGREEMENT


 


among


 


HARLEY-DAVIDSON
MOTORCYCLE TRUST 2002-1,


 


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 April 1, 2002


 

















 


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 RUSTEE

  
	
  SECTION 19.

  	
  THIRD-PARTY
  BENEFICIARY

  
	
  SECTION 20.

  	
  SURVIVABILITY

  



 

















 


This Administration Agreement, dated as of April 1,
2002, among Harley-Davidson Motorcycle Trust 2002-1 (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 3.02% Harley-Davidson
Motorcycle Contract, Class A-1 Notes, 4.50% Harley-Davidson Motorcycle
Contract, Class A-2 Notes and 4.36% Harley-Davidson Motorcycle Contract, 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 Chicago, Illinois, 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 Sections 4.09, 4.10, 4.11 and 5.07
and 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 5.05 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 5.05(a), (b), (c) and (d), the penultimate
sentence of Section 5.05 and Section 5.06(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 


 


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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 2002-1

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

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

  	
   

  
						



 


	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
   

  	 

								



 


	
   

  	
  HARLEY-DAVIDSON CUSTOMER FUNDING

  	
   

  
	
   

  	
  CORP., as Trust Depositor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
  Perry A. Glassgow

  
	
   

  	
  Title:

  	
  Treasurer

  
							



 


	
   

  	
  BNY MIDWEST TRUST COMPANY, not in

  	
   

  
	
   

  	
  its individual capacity but solely as Indenture

  	
   

  
	
   

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


	
   

  	
  HARLEY-DAVIDSON CREDIT CORP.,

  	
   

  	 

	
   

  	
  as Administrator

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
  Perry A. Glassgow

  
	
   

  	
  Title: 

  	
  Treasurer

  
								



 


Signature Page to
Administration Agreement


 

















 


EXHIBIT A


 


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 2002-1 (the “Trust”) as Issuer under
the Administration Agreement, dated as of April 1, 2002 (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 


 


A-1

















 


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 April, 2002.


 


	
   

  	
  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 April        
, 2002 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]