EXHIBIT
4.9


 












 


TRUST AGREEMENT


 


by and between


 


HARLEY-DAVIDSON CUSTOMER
FUNDING CORP.,


as Trust Depositor,


 


and


 


WILMINGTON TRUST COMPANY,


as Owner Trustee


 


 


Dated as of April 1, 2002


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  	
  DEFINITIONS

  	
   

  
	
   

  	
  Section 1.01.

  	
  Capitalized Terms

  	
   

  
	
   

  	
  Section
  1.02.

  	
  Other
  Definitional Provisions

  	
   

  
	
   

  	
  Section 1.03.

  	
  Usage of Terms

  	
   

  
	
   

  	
  Section 1.04.

  	
  Section References

  	
   

  
	
   

  	
  Section 1.05.

  	
  Accounting Terms

  	
   

  
	
  ARTICLE TWO

  	
  ORGANIZATION

  	
   

  
	
   

  	
  Section 2.01.

  	
  Name

  	
   

  
	
   

  	
  Section 2.02.

  	
  Office

  	
   

  
	
   

  	
  Section 2.03.

  	
  Purposes and Powers.

  	
   

  
	
   

  	
  Section
  2.04.

  	
  Appointment
  of Owner Trustee

  	
   

  
	
   

  	
  Section
  2.05.

  	
  Initial
  Capital Contribution of Owner Trust Estate

  	
   

  
	
   

  	
  Section 2.06.

  	
  Declaration of
  Trust

  	
   

  
	
   

  	
  Section
  2.07.

  	
  Liability
  of Trust Depositor.

  	
   

  
	
   

  	
  Section 2.08.

  	
  Title to Trust
  Property

  	
   

  
	
   

  	
  Section 2.09.

  	
  Situs of Trust

  	
   

  
	
   

  	
  Section
  2.10.

  	
  Representations
  and Warranties of the Trust Depositor.

  	
   

  
	
   

  	
  Section
  2.11.

  	
  Federal
  Income Tax Allocations.

  	
   

  
	
  ARTICLE THREE

  	
  TRUST
  CERTIFICATE AND TRANSFER OF INTERESTS

  	
   

  
	
   

  	
  Section 3.01.

  	
  Initial Ownerhip

  	
   

  
	
   

  	
  Section 3.02.

  	
  The Trust
  Certificate

  	
   

  
	
   

  	
  Section
  3.03.

  	
  Authentication
  and Delivery of Trust Certificate

  	
   

  
	
   

  	
  Section
  3.04.

  	
  Registration
  of Transfer and Exchange of Trust Certificate.

  	
   

  
	
   

  	
  Section 3.05.

  	
  Mutilated, Destroyed, Lost or
  Stolen Trust Certificate

  	
   

  
	
   

  	
  Section 3.06.

  	
  Persons Deemed Owner

  	
   

  
	
   

  	
  Section
  3.07.

  	
  Access
  to List of Certificateholder’ Names and Addresses

  	
   

  
	
   

  	
  Section
  3.08.

  	
  Maintenance
  of Office or Agency

  	
   

  
	
   

  	
  Section 3.09.

  	
  Temporary Trust
  Certificate

  	
   

  
	
   

  	
  Section 3.10.

  	
  Appointment
  of Paying Agent

  	
   

  
	
   

  	
  Section
  3.11.

  	
  Ownerhip
  by Trust Depositor of Trust Certificate

  	
   

  
	
   

  	
  Section 3.12.

  	
  Book-Entry Certificate

  	
   

  
	
   

  	
  Section 3.13.

  	
  Notices to Clearing Agency

  	
   

  
	
   

  	
  Section 3.14.

  	
  Definitive Trust Certificate

  	
   

  
	
  ARTICLE FOUR

  	
  ACTIONS
  BY OWNER TRUSTEE

  	
   

  
	
   

  	
  Section
  4.01.

  	
  Prior
  Notice to Owner with Respect to Certain Matters

  	
   

  
	
   

  	
  Section
  4.02.

  	
  Action
  by Owner with Respect to Certain Matters

  	
   

  
	
   

  	
  Section
  4.03.

  	
  Action
  by Owner with Respect to Bankruptcy

  	
   

  
	
   

  	
  Section
  4.04.

  	
  Restrictions
  on Owner’ Power

  	
   

  
	
   

  	
  Section 4.05.

  	
  Majority Control

  	
   

  
	
  ARTICLE FIVE

  	
  APPLICATION
  OF TRUST FUNDS; CERTAIN DUTIES

  	
   

  
	
   

  	
  Section
  5.01.

  	
  Establishment
  of Trust Account

  	
   

  
	
   

  	
  Section 5.02.

  	
  Application of Trust
  Funds.

  	
   

  
	
   

  	
  Section
  5.03.

  	
  Method
  of Payment

  	
   

  
							



 


i

















 


	
   

  	
  Section
  5.04.

  	
  No
  Segregation of Moneys; No Interest

  	
   

  
	
   

  	
  Section 5.05.

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

  	
   

  
	
   

  	
  Section 5.06.

  	
  Signature on Returns; Tax Matters Partner.

  	
   

  
	
  ARTICLE SIX

  	
  AUTHORITY AND
  DUTIES OF OWNER TRUSTEE

  	
   

  
	
   

  	
  Section 6.01.

  	
  General Authority

  	
   

  
	
   

  	
  Section 6.02.

  	
  General Duties

  	
   

  
	
   

  	
  Section 6.03.

  	
  Action Upon
  Instruction.

  	
   

  
	
   

  	
  Section
  6.04.

  	
  No
  Duties Except as Specified in this Agreement or in Instructions

  	
   

  
	
   

  	
  Section
  6.05.

  	
  No
  Action Except Under Specified Documents or Instructions

  	
   

  
	
   

  	
  Section 6.06.

  	
  Restrictions

  	
   

  
	
  ARTICLE SEVEN

  	
  CONCERNING THE OWNER
  TRUSTEE

  	
   

  
	
   

  	
  Section
  7.01.

  	
  Acceptance
  of Trusts and Duties

  	
   

  
	
   

  	
  Section 7.02.

  	
  Furnishing of
  Documents

  	
   

  
	
   

  	
  Section
  7.03.

  	
  Representations
  and Warranties

  	
   

  
	
   

  	
  Section
  7.04.

  	
  Reliance;
  Advice of Counsel.

  	
   

  
	
   

  	
  Section
  7.05.

  	
  Not
  Acting in Individual Capacity

  	
   

  
	
   

  	
  Section
  7.06.

  	
  Owner
  Trustee Not Liable for Trust Certificate, Notes or Contracts

  	
   

  
	
   

  	
  Section
  7.07.

  	
  Owner
  Trustee May Own Trust Certificate and Notes

  	
   

  
	
  ARTICLE EIGHT

  	
  COMPENSATION OF OWNER
  TRUSTEE

  	
   

  
	
   

  	
  Section
  8.01.

  	
  Owner
  Trustee’s Fees and Expenses

  	
   

  
	
   

  	
  Section 8.02.

  	
  Indemnification

  	
   

  
	
   

  	
  Section
  8.03.

  	
  Payments to
  the Owner Trustee

  	
   

  
	
  ARTICLE NINE

  	
  TERMINATION OF TRUST
  AGREEMENT

  	
   

  
	
   

  	
  Section
  9.01.

  	
  Termination
  of Trust Agreement.

  	
   

  
	
  ARTICLE TEN

  	
  SUCCESSOR
  OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

  	
   

  
	
   

  	
  Section
  10.01.

  	
  Eligibility
  Requirements for Owner Trustee

  	
   

  
	
   

  	
  Section
  10.02.

  	
  Resignation
  or Removal of Owner Trustee

  	
   

  
	
   

  	
  Section 10.03.

  	
  Successor Owner
  Trustee

  	
   

  
	
   

  	
  Section
  10.04.

  	
  Merger
  or Consolidation of Owner Trustee

  	
   

  
	
   

  	
  Section
  10.05.

  	
  Appointment
  of Co-Trustee or Separate Trustee

  	
   

  
	
  ARTICLE ELEVEN

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
  Section
  11.01.

  	
  Supplements
  and Amendments.

  	
   

  
	
   

  	
  Section
  11.02.

  	
  No
  Legal Title to Trust Estate in Owner

  	
   

  
	
   

  	
  Section
  11.03.

  	
  Limitations
  on Rights of Others

  	
   

  
	
   

  	
  Section 11.04.

  	
  Notices

  	
   

  
	
   

  	
  Section
  11.05.

  	
  Severability
  of Provisions

  	
   

  
	
   

  	
  Section 11.06.

  	
  Counterparts

  	
   

  
	
   

  	
  Section 11.07.

  	
  Successors and
  Assigns

  	
   

  
	
   

  	
  Section
  11.08.

  	
  Covenants
  of the Trust Depositor

  	
   

  
	
   

  	
  Section 11.09.

  	
  No Petition.

  	
   

  
	
   

  	
  Section 11.10.

  	
  No Recourse

  	
   

  
	
   

  	
  Section 11.11.

  	
  Headings

  	
   

  
	
   

  	
  Section 11.12.

  	
  Governing Law

  	
   

  
	
   

  	
  Section
  11.13.

  	
  Trust
  Certificate Transfer Restrictions

  	
   

  
	
   

  	
  Section
  11.14.

  	
  Trust
  Depositor Payment Obligation

  	
   

  
					



 


ii

















 


	
  EXHIBITS

  	
   

  	
   

  
	
  Exhibit
  A  –  Form of Certificate of
  Trust

  	
   

  
	
  Exhibit
  B  –  Form of Trust Certificate

  	
   

  



 


iii

















 


TRUST AGREEMENT dated as of April 1, 2002, between
HARLEY-DAVIDSON CUSTOMER FUNDING CORP., a Nevada corporation, as Trust
Depositor (the “Trust Depositor”), and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as owner trustee (the “Owner Trustee”).


 


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


 


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


 


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


 


ARTICLE ONE


 


DEFINITIONS


 


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


 


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


 


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


 


“Applicant”
shall have the meaning set forth in Section 3.07.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Definitive
Trust Certificate” shall have the meaning set forth in
Section 3.09.


 


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


 


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


 


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


 


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


 


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


 


“Indenture”  means the Indenture dated as of the date
hereof between the Trust and BNY Midwest Trust Company.


 


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


 


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


 


“Owner”
means the Holder of the Trust Certificate.


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Trust”
means the trust established by this Agreement.


 


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


 


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


 


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


 


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


 


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


 


Section
1.03.        Usage of Terms.  With respect to all terms in this Agreement,
the singular includes the plural and the plural the singular; words importing
any gender include the other genders; references to “writing” include printing,
typing, lithography and other means of reproducing words in a visible form;
references to agreements and other contractual instruments include all
amendments, modifications and supplements thereto or any changes therein
entered into in accordance with their


 


3

















 


respective terms and not prohibited by this Agreement; references to
Persons include their permitted successors and assigns; and the term “including” means “including
without limitation”.


 


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


 


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


 


ARTICLE TWO


 


ORGANIZATION


 


Section
2.01.        Name.  The Trust created hereby shall be known as “Harley-Davidson  Motorcycle Trust 2002-1”, in
which name the Owner Trustee may conduct the activities of the Trust, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued.


 


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


 


Section
2.03.        Purposes and Powers.


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section
2.07.        Liability of Trust Depositor.


 


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


 


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


 


5

















 


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


 


Section
2.09.        Situs of Trust.  The Trust will be located and administered
in the State of Delaware.  All bank
accounts maintained by the Owner Trustee on behalf of the Trust shall be
located in the State of Illinois or the State of Delaware.  The Trust shall not have any employees in
any state other than Delaware; provided, however, that nothing herein
shall restrict or prohibit the Owner Trustee from having employees within or
without the State of Delaware.  Payments
will be received by the Trust only in Delaware and payments will be made by the
Trust only from Delaware.  The only
office of the Trust will be at the Owner Trustee Corporate Trust Office.


 


Section
2.10.        Representations and
Warranties of the Trust Depositor.


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


Section
2.11.        Federal Income Tax Treatment.


 


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


 


ARTICLE THREE


 


TRUST CERTIFICATE AND
TRANSFER OF INTERESTS


 


Section
3.01.        Initial Ownership.


 


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


 


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


 


Section
3.02.        The Trust Certificate.
The Trust Certificate shall be substantially in the form of Exhibit B
hereto.  The Trust Certificate shall be
executed by the Owner Trustee on behalf of the Trust by manual or facsimile
signature of an authorized officer of the Owner Trustee and shall be deemed to
have been validly issued when so executed. 
The Trust Certificate bearing the manual or facsimile signature of


 


7

















 


individuals who were, at the time when such signatures were affixed,
authorized to sign on behalf of the Owner Trustee shall be a valid and binding
obligation of the Trust, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of
such Trust Certificate or did not hold such offices at the date of such Trust
Certificate.  The Trust Certificate
shall be dated the date of its authentication.


 


Section
3.03.        Authentication and Delivery
of Trust Certificate. The Owner Trustee shall cause to be
authenticated and delivered upon the order of the Trust Depositor, in exchange
for the Contracts and the other Trust Assets, simultaneously with the sale,
assignment and transfer to the Trust of the Contracts and other Trust Assets,
and the constructive delivery to the Owner Trustee of the Contract Files and
the other Trust Assets, a Trust Certificate duly authenticated by the Owner
Trustee, evidencing the entire ownership of the Trust, and Notes issued by the
Owner Trustee and authenticated by the Indenture Trustee in aggregate principal
amount of, in the case of (i) Class A-1 Notes, $348,000,000, (ii) Class A-2
Notes, $208,700,000 and (iii) Class B Notes, $29,300,000, or be valid for
any purpose, unless there appears on such Trust Certificate a certificate of
authentication substantially in the form set forth in the form of Trust
Certificate attached hereto as Exhibit B, executed by the Owner Trustee
or its authenticating agent, by manual signature, and such certificate upon any
Trust Certificate shall be conclusive evidence, and the only evidence, that
such Trust Certificate has been duly authenticated and delivered
hereunder.  Upon issuance, authorization
and delivery pursuant to the terms hereof, the Trust Certificate will be
entitled to the benefits of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
3.10.        Appointment of Paying Agent.  The Paying Agent shall make distributions to
the Certificateholder pursuant to Section 5.01(a) and shall report the amounts
of such distributions to the


 


9

















 


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


 


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


 


ARTICLE FOUR


 


ACTIONS BY OWNER TRUSTEE


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


Section
4.02.        Action by Owner with Respect
to Certain Matters. 
Subject to the provisions and limitations of Section 4.04, the Owner
Trustee shall not have the power, except upon the direction of the Owner, to
(a) remove the Administrator pursuant to Section 8 of the Administration
Agreement, (b) appoint a successor Administrator pursuant to Section 8 of the
Administration Agreement, (c) remove the Servicer pursuant to Section 8.01 of
the Sale and Servicing Agreement, (d) except as expressly provided in the
Transaction Documents, sell the Contracts or other Trust Assets after the
termination of the Indenture, (e) initiate any claim, suit or proceeding by the
Trust or compromise any claim, suit or proceeding brought by or against the
Trust, (f) authorize the merger or consolidation of the Trust with or into any
other business trust or entity (other than in accordance with Section 3.10 of
the Indenture) or (g) amend the Certificate of Trust.  The Owner Trustee shall take the actions referred to in the
preceding sentence only upon written instructions assigned by the Owner.


 


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


 


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


 


ARTICLE FIVE


 


APPLICATION OF TRUST
FUNDS;


CERTAIN DUTIES


 


Section
5.01.        Application of Trust Funds.


 


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


 


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


 


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


 


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


 


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


 


Section
5.04.        Signature on Returns; Tax
Matters Partner.


 


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


 


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


 


ARTICLE SIX


 


AUTHORITY AND DUTIES OF OWNER TRUSTEE


 


Section
6.01.        General Authority.  Subject to the provisions and limitations of
Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to execute
and deliver the Transaction Documents to which the Trust is to be a party and
each certificate or other document attached as an exhibit to or


 


12

















 


contemplated by the Transaction Documents to which the Trust is to be a
party and any amendment or other agreement, as evidenced conclusively by the
Owner Trustee’s execution thereof.  In
addition to the foregoing, the Owner Trustee is authorized, but shall not be
obligated, to take all actions required of the Trust pursuant to the
Transaction Documents.  The Owner
Trustee is further authorized from time to time to take such action as the
Administrator recommends with respect to the Transaction Documents.


 


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


 


Section
6.03.        Action Upon Instruction.


 


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


 


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


 


(c)           Whenever
the Owner Trustee is unable to decide between alternative courses of action
permitted or required by the terms of this Agreement or under any other
Transaction Document, the Owner Trustee shall promptly give notice (in such
form as shall be appropriate under the circumstances) to the Owner requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction of
the Owner received, the Owner Trustee shall not be liable on account of such
action to any Person.  If the Owner
Trustee shall not have received appropriate instruction within ten days of such
notice (or within such shorter period of time as reasonably may be specified in
such notice or may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action not inconsistent with this
Agreement and the other Transaction Documents, as it shall deem to be in the
best interests of the Owner, and shall have no liability to any Person for such
action or inaction.


 


(d)           In
the event that the Owner Trustee is unsure as to the applicability of any
provision of this Agreement or any other Transaction Document or any such
provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or in
incomplete as to the


 


13

















 


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


 


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


 


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


 


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


 


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


 


14

















 


ARTICLE SEVEN


 


CONCERNING THE OWNER TRUSTEE


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)            the
Owner Trustee shall not be liable for the default or misconduct of the
Administrator, the Trust Depositor, the Indenture Trustee or the Servicer under
any of the Transaction Documents or otherwise and the Owner Trustee shall have
no obligation or liability to perform the obligations of the Trust under this
Agreement or the other Transaction Documents that are required to be performed
by the Administrator under the Administration Agreement, the Indenture Trustee
under the Indenture or the Servicer, or the Trust Depositor under the Sale and
Servicing Agreement; and


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section
7.04.        Reliance; Advice of Counsel.


 


(a)           The
Owner Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and believed
by it to be signed by the proper party or parties.  The Owner Trustee may accept a certified copy of a resolution of
the board of directors or other governing body of any corporate party as
conclusive evidence that such resolution has been duly adopted by such body and
that the same is in full force and effect. 
As to any fact or matter the method of determination of which is not
specifically prescribed herein, the Owner Trustee may for all purposes hereof
rely on a certificate, signed by the president or any vice president or by the
treasurer or other authorized officers of the relevant party, as to such fact
or matter and such certificate shall constitute full


 


16

















 


protection to the Owner Trustee for any action taken or omitted to be
taken by it in good faith in reliance thereon.


 


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


 


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


 


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


 


Section
7.07.        Owner Trustee May Own Trust
Certificate and Notes. 
The Owner Trustee in its individual or any other capacity may become the
owner or pledgee of the Trust Certificate or Notes and may deal with the Trust
Depositor, the Administrator, the Indenture Trustee and the Servicer in banking
transactions with the same rights as it would have if it were not Owner
Trustee.


 


17

















 


ARTICLE EIGHT


 


COMPENSATION OF OWNER TRUSTEE


 


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


 


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


 


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


 


ARTICLE NINE


 


TERMINATION OF TRUST AGREEMENT


 


Section
9.01.        Termination of Trust
Agreement.


 


(a)           This
Agreement (other than Article Eight) and the Trust shall terminate and be of no
further force or effect upon the earlier of (i) final distribution by the Owner
Trustee of all moneys or other property or proceeds of the Trust Estate in
accordance with the terms of the Indenture, the Sale and Servicing Agreement
and Article Five and (ii) the expiration of 21 years from the death of the
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James’s, living on the date hereof.  The bankruptcy, liquidation, dissolution,
death or incapacity of any Owner shall not (i) operate to terminate this
Agreement or the Trust, (ii) entitle such Owner’s legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a


 


18

















 


partition or winding up of all or any part of the Trust or Trust Estate
or (iii) otherwise affect the rights, obligations and liabilities of the
parties hereto.


 


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


 


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


 


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


 


ARTICLE TEN


 


SUCCESSOR OWNER TRUSTEES
AND ADDITIONAL OWNER TRUSTEES


 


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


 


Section
10.02.      Resignation or Removal of
Owner Trustee. 
The Owner Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the
Administrator.  Upon receiving such
notice of resignation, the Administrator shall promptly appoint a successor
Owner Trustee by written instrument, in duplicate, one copy of which instrument
shall be


 


19

















 


delivered to the resigning Owner Trustee and one copy to the successor
Owner Trustee.  If no successor Owner
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Owner
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Owner Trustee.


 


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


 


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


 


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


 


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


 


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


 


Section
10.04.      Merger or Consolidation of
Owner Trustee. 
Any corporation into which the Owner Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Owner Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Owner Trustee,


 


20

















 


shall be the successor of the Owner Trustee hereunder, without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided,
that such corporation shall be eligible pursuant to Section 10.01 and, provided,
further, that the Owner Trustee shall mail notice of such merger or
consolidation to each Rating Agency.


 


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


 


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


 


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


 


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


 


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


 


Any notice, request or other writing given to the
Owner Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate
trustee or co-trustee shall refer to this Agreement and the conditions of this
Article.  Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every provision
of this Agreement relating to the conduct of,


 


21

















 


affecting the liability of or affording protection to, the Owner
Trustee.  Each such instrument shall be
filed with the Owner Trustee and a copy thereof given to the Administrator.


 


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


 


ARTICLE ELEVEN


 


MISCELLANEOUS


 


Section
11.01.      Supplements and Amendments.


 


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


 


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


 


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


 


(d)           Promptly
after the execution of any such amendment or consent, the Owner Trustee shall
furnish written notification of the substance of such amendment or consent to
each Certificateholder.  It shall not be
necessary for the consent of Certificateholder, Noteholders or the Indenture
Trustee pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof.  The manner of
obtaining such consents (and any other consents of the Certificateholder
provided for in this Agreement or in any other Transaction Document) and of
evidencing the authorization of the execution thereof by the Certificateholder
shall be subject to such reasonable requirements as the Owner Trustee may
prescribe.


 


22

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
11.07.      Successors and Assigns.  All covenants and agreements contained
herein shall be binding upon, and inure to the benefit of, each of the Trust
Depositor, and the Owner Trustee and their respective successors and permitted
assigns and each Owner and its successors and permitted assigns, all


 


23

















 


as herein provided.  Any
request, notice, direction, consent, waiver or other instrument or action by an
Owner shall bind the successors and assigns of such Owner.


 


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


 


Section
11.09.      No Petition.


 


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


 


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


 


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


 


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


 


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


 


24

















 


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


 


Section
11.13.      Trust Certificate Transfer
Restrictions.  The
Trust Certificate may not be acquired by or for the account of a Benefit
Plan.  By accepting and holding a Trust
Certificate, the Holder thereof shall be deemed to have represented and
warranted that it is not a Benefit Plan nor will it hold such Trust Certificate
for the account of a Benefit Plan.  By accepting
and holding a Trust Certificate, the Holder thereof shall be deemed to have
represented and warranted that it is not a Benefit Plan.


 


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


 


[signature page follows]


 


25

















 


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


 


	
   

  	
   

  	
  HARLEY-DAVIDSON CUSTOMER FUNDING

  	
   

  
	
   

  	
   

  	
  CORP.,

  	
   

  
	
   

  	
   

  	
  as Trust Depositor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Printed 
  Name:  Perry A. Glassgow

  	
   

  
	
   

  	
   

  	
  Title: 
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILMINGTON TRUST COMPANY,

  	
   

  
	
   

  	
   

  	
  as Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Printed 
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


 


Signature Page to Trust


Agreement


 

















 


 


EXHIBIT A


 


Form of Certificate of Trust
of


Harley-Davidson
Motorcycle Trust 2002-1


 


This Certificate of Trust of Harley-Davidson
Motorcycle Trust 2002-1 (the “Trust”), dated             , 2002, is being duly executed and filed by Wilmington
Trust Company, a Delaware banking corporation, as Owner Trustee, to form a
business trust under the Delaware Business Trust Act (12 Del. Code, § 3801 et seq.).


 


1.             Name.  The name of the business trust formed hereby
is Harley-Davidson Motorcycle Trust 2002-1.


 


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


 


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


 


	
   

  	
   

  	
  WILMINGTON TRUST COMPANY,

  	
   

  
	
   

  	
   

  	
  not in its individual capacity but solely as

  	
   

  
	
   

  	
   

  	
  Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


EXHIBIT B


 


FORM OF TRUST CERTIFICATE


 


[TO BE INSERTED ON CEDE & CO. CERTIFICATE -


 


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


 


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


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2002-1 CERTIFICATE


 


NO.                                                                                                                         Initial
Trust Certificate


                                                                                                                                Fractional
Interest 100%


 


THIS CERTIFIES THAT Harley-Davidson Customer Funding
Corp. is the registered owner of  100%
of the non-assessable, fully-paid, fractional undivided beneficial interest in
the Harley-Davidson Motorcycle Trust 2002-1 (the “Trust”) formed by
Harley-Davidson Customer Funding Corp., a Nevada corporation (the “Trust
Depositor”).


 


The Trust was created pursuant to a Trust Agreement,
dated as of April 1, 2002 (as amended and supplemented from time to time, the “Trust Agreement”),
among Harley-Davidson Customer Funding Corp., as Trust Depositor (the “Trust
Depositor”), Harley-Davidson Credit Corp. (the “Seller”) and Wilmington
Trust Company, as owner trustee (the “Owner Trustee”), a summary of certain of
the pertinent provisions of which is set forth below.  To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in (i) the Trust Agreement, (ii)
the Sale and Servicing Agreement, dated as of April 1, 2002 (the “Sale and
Servicing Agreement”), among the Trust, Harley-Davidson Customer
Funding Corp., as depositor  (the “Trust
Depositor”), Harley-Davidson Credit Corp. (“Harley-Davidson Credit”),
as Servicer (in such capacity, the “Servicer”) and BNY Midwest Trust Company,
as Indenture Trustee (the “Indenture Trustee”) or (iii) the Indenture, dated as
of April 1, 2002 (the “Indenture”), between the Trust and the
Indenture Trustee.


 


This Trust Certificate is the duly authorized Trust
Certificate designated as “Harley-Davidson Motorcycle Trust 2002-1 Certificate”
 (the “Trust Certificate”).  Issued under the Indenture are three classes
of notes designated as “     %
Harley-Davidson Motorcycle Contract Backed Notes, Class A-1”, “     % Harley-Davidson Motorcycle Contract
Backed Notes, Class A-2” and “     %
Harley-Davidson


 

















 


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


 


Under the Trust Agreement, there will be distributed
on the fifteenth day of each month or if such day is not a Business Day the
next succeeding Business Day commencing [         ], 2002 (each, a “Distribution Date”) to the person in
whose name this Trust Certificate is registered as of the last Business Day
immediately preceding the calendar month in which such Distribution Date occurs
(each, a “Record
Date”), such Certificateholder’s fractional undivided beneficial
interest in the amount to be distributed to the Certificateholder on such
Distribution Date.


 


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


 


It is the intent of the Seller, the Servicer, the
Trust Depositor, Owner Trustee, Indenture Trustee and the Certificateholder
that, for purposes of federal income, state and local income and single
business tax and any other income taxes, the Trust will be treated as a
partnership and the Certificateholder (including the Trust Depositor) will be
treated as partners in that partnership. The Trust Depositor and the
Certificateholder, by acceptance of a Trust Certificate, agree to treat, and to
take no action inconsistent with the treatment of, the Trust Certificate for
such tax purposes as partnership interests in the Trust and the
Certificateholder (including the Trust Depositor) as partners in that
partnership.


 


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


 

















 


proceedings, or other proceedings under any United States federal or
state bankruptcy or similar law in connection with any obligations relating to
the Trust Certificate, the Notes, the Trust Agreement or any of the other
Transaction Documents.


 


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


 


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


 


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


 


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


 

















 


[REVERSE OF CERTIFICATE]


 


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


 


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


 


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


 


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


 


The obligations and responsibilities created by the
Trust Agreement and the Trust created thereby shall terminate upon the payment
to the Certificateholder of all amounts required to be paid to them pursuant to
the Trust Agreement and the Sale and Servicing Agreement and the deposition of
all property held as part of the Trust Estate. 
The Trust Depositor may at its option purchase the Trust Estate at a
price specified in the Sale and Servicing Agreement, and such purchase of the
Contracts and other property of the Trust will affect early retirement of the
Trust Certificate; however, such right of purchase is


 

















 


exercisable only as of any Distribution Date on which the Pool Balance
has declined to less than 10% of the sum of (i) the initial Pool Balance and
(ii) the Pre-Funded Amount on the Closing Date.


 


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


 

















 


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


 


	
  Dated:

  	
  Harley-Davidson 
  Motorcycle Trust 2002-1

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
					



 


OWNER TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
  Wilmington Trust Company,

  	
   

  
	
  not in its individual capacity but solely

  	
   

  
	
  as Owner Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  	
   

  
					



 

















 


ASSIGNMENT


 


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


 


PLEASE INSERT SOCIAL SECURITY OR


OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


 


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

  
	
   

  
	
   

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

  
	
   

  
	
   

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

  



 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
  Signature Guaranteed:

  
	
   

  



 


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

  	
   

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