Exhibit 10.3


 


EXECUTION COPY




 





 


ADMINISTRATION
AGREEMENT


 


among


 


HARLEY-DAVIDSON
MOTORCYCLE TRUST 2009-4,


 


as
Issuer,


 


HARLEY-DAVIDSON
CREDIT CORP.,


 


as
Administrator,


 


HARLEY-DAVIDSON
CUSTOMER FUNDING CORP.,


 


as
Trust Depositor,


 


and


 


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


 


as
Indenture Trustee


 


Dated
as of December 1, 2009




 





 

















 


TABLE OF CONTENTS


 


	
  SECTION 1.

  	
  DUTIES OF THE
  ADMINISTRATOR

  	
  1

  
	
  SECTION 2.

  	
  RECORDS

  	
  7

  
	
  SECTION 3.

  	
  COMPENSATION

  	
  7

  
	
  SECTION 4.

  	
  ADDITIONAL INFORMATION TO
  BE FURNISHED TO THE ISSUER

  	
  7

  
	
  SECTION 5.

  	
  INDEPENDENCE OF THE
  ADMINISTRATOR

  	
  7

  
	
  SECTION 6.

  	
  NO JOINT VENTURE

  	
  7

  
	
  SECTION 7.

  	
  OTHER ACTIVITIES OF
  ADMINISTRATOR

  	
  7

  
	
  SECTION 8.

  	
  TERM OF AGREEMENT;
  RESIGNATION AND REMOVAL OF ADMINISTRATOR

  	
  7

  
	
  SECTION 9.

  	
  ACTION UPON TERMINATION,
  RESIGNATION OR REMOVAL

  	
  8

  
	
  SECTION 10.

  	
  NOTICES

  	
  9

  
	
  SECTION 11.

  	
  AMENDMENTS

  	
  9

  
	
  SECTION 12.

  	
  SUCCESSORS AND ASSIGNS

  	
  9

  
	
  SECTION 13.

  	
  GOVERNING LAW

  	
  10

  
	
  SECTION 14.

  	
  HEADINGS

  	
  10

  
	
  SECTION 15.

  	
  COUNTERPARTS

  	
  10

  
	
  SECTION 16.

  	
  SEVERABILITY

  	
  10

  
	
  SECTION 17.

  	
  NOT APPLICABLE TO
  HARLEY-DAVIDSON IN OTHER CAPACITIES

  	
  10

  
	
  SECTION 18.

  	
  LIMITATION OF LIABILITY OF
  OWNER TRUSTEE AND INDENTURE TRUSTEE

  	
  10

  
	
  SECTION 19.

  	
  THIRD-PARTY BENEFICIARY

  	
  11

  
	
  SECTION 20.

  	
  SURVIVABILITY

  	
  11

  



 

















 


This
Administration Agreement, dated as of December 1, 2009, among Harley-Davidson
Motorcycle Trust 2009-4 (the “Issuer”),
Harley-Davidson Credit Corp. (together with its successors and assigns “Harley-Davidson Credit”) in its capacity
as administrator, the “Administrator”),
Harley-Davidson Customer Funding Corp. (the “Trust
Depositor”) and The Bank of New York Mellon Trust Company, N.A., not
in its individual capacity but solely as Indenture Trustee (together with its
successors and assigns, the “Indenture
Trustee”).


 


W I T N E S S E T H:


 


WHEREAS,
the Issuer is issuing the Notes pursuant to the Indenture, dated as of the date
hereof (the “Indenture”), between
the Issuer and the Indenture Trustee (capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed thereto in the Indenture
or the Sale and Servicing Agreement);


 


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


 


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


 


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


 


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


 


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


 


Section 1.                                          Duties
of the Administrator.


 


(a)                                  Duties with
respect to the Indenture.


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(FF)                          the appointment
of a successor Indenture Trustee.


 


(ii)                                  The
Administrator will:


 


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


 


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


 


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


 


(b)                                 Additional
Duties.


 


(i)                                     In addition to
the duties set forth in Section 1(a)(i), the Administrator (A) shall
perform such calculations and shall prepare or shall cause the preparation by
other appropriate persons of, and shall execute on behalf of the Issuer or the
Owner Trustee, all such documents, reports, filings, instruments, certificates
and opinions that the Issuer or the Owner Trustee are required to prepare, file
or deliver pursuant to the Transaction Documents or under Section 5.03 of
the Trust Agreement, (B) shall execute and deliver on behalf of the Trust
one or more certifications as to TALF eligibility, one or more indemnity undertakings
and other documents, certificates, notices, press releases, agreements and
instruments contemplated thereby or related thereto or otherwise necessary or
incidental to qualifying or maintaining the Class A Notes as “eligible
collateral” under the Federal Reserve Bank of New York’s Term Asset-Backed
Securities Loan Facility and (C) at the request of the Owner Trustee shall
take all appropriate action that the Issuer or the Owner Trustee are required
to take pursuant to the Transaction Documents. 
In furtherance thereof, the Owner Trustee shall, on behalf of the
Issuer, execute and deliver to the Administrator and to each successor
Administrator appointed pursuant to the terms hereof, one or more powers of
attorney substantially in the form of Exhibit A
hereto, appointing the Administrator the attorney-in-fact of the Issuer for the
purpose of executing on behalf of the Owner Trustee and the Issuer all such
documents, reports, filings, instruments, certificates and opinions.  Subject to Section 5, and in accordance
with the directions of the Issuer, the Administrator shall administer, perform
or supervise the performance of such other activities in connection with the
Collateral (including the Transaction Documents) as are not covered by any of
the foregoing provisions and as are expressly requested by the Issuer and are
reasonably within the capability of the Administrator.


 


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


 


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


 


(iv)                              If the sole
Certificateholder is not the Administrator or any of its Affiliates, the
Administrator shall satisfy its obligations with respect to clauses (ii) and
(iii) above by retaining, at the expense of the Trust payable by the
Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner
Trustee, which shall perform the obligations of the Administrator thereunder.


 


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


 


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


 


(c)                                  Non-Ministerial
Matters.


 


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


 


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


 


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


 


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


 


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


 


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(E)                                 the removal of
the Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                     the
Administrator shall default in the performance of any of its duties under this
Agreement and, after notice of such default, shall not cure such default within
ten days (or, if such default cannot be cured in such time, shall not give
within ten days such assurance of cure as shall be reasonably satisfactory to
the Issuer);


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 9.                                          Action
upon Termination, Resignation or Removal. 
Promptly upon the effective date of termination of this Agreement
pursuant to Section 8 or the resignation or removal of the


 


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Administrator pursuant to Section 8(a),
(b) or (c) respectively, the Administrator shall be entitled to be
paid all fees and reimbursable expenses accruing to it to the date of such
termination, resignation or removal.  The
Administrator shall forthwith upon such termination pursuant to Section 8
deliver to the Issuer all property and documents of or relating to the Collateral
then in the custody of the Administrator. 
In the event of the resignation or removal of the Administrator pursuant
to Section (a), (b) or (c), respectively, the Administrator shall
cooperate with the Issuer and take all reasonable steps requested to assist the
Issuer in making an orderly transfer of the duties of the Administrator.


 


Section 10.                                   Notices.   All notices, demands, certificates, requests
and communications hereunder (“notices”) shall be in writing and shall be
effective (a) upon receipt when sent through the U.S. mails, registered or
certified mail, return receipt requested, postage prepaid, with such receipt to
be effective the date of delivery indicated on the return receipt, or (b) one
Business Day after delivery to an overnight courier, or (c) on the date
personally delivered to an Authorized Officer of the party to which sent, or (d) on
the date transmitted by legible telecopier transmission with a confirmation of
receipt, in all cases addressed to the recipient at the address for such
recipient set forth in the Sale and Servicing Agreement.


 


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


 


Section 11.                                   Amendments.  This Agreement may be amended from time to
time by a written amendment duly executed and delivered by the parties hereto,
with the written consent of the Owner Trustee but without the consent of the
Noteholders or the Certificateholders, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided that such amendment will not, in the Opinion of
Counsel satisfactory to the Indenture Trustee, materially and adversely affect
the interest of any Noteholder or Certificateholder.  This Agreement may also be amended by the
parties hereto with the written consent of the Owner Trustee, the Required
Holders and the Holders of the Certificates evidencing a majority of the
outstanding Certificate Balance of the Certificates for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of
Noteholders and/or the Certificateholders; provided,
however, that no such amendment may (i) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, collections of
payments on the Contracts or distributions that are required to be made for the
benefit of the Noteholders or the Certificateholders, as the case may be, or (ii) reduce
the aforesaid percentage of the holders of Notes or Certificates, as
applicable, which are required to consent to any such amendment, without the
consent of the holders of all outstanding Notes or the consent of the holders
of all outstanding Certificates, as applicable. 
Notwithstanding the foregoing, the Administrator may not amend this
Agreement without the permission of the Trust Depositor, which permission shall
not be unreasonably withheld.


 


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


 


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


 


Section 13.                                   Governing
Law.  THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


 


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


 


Section 15.                                   Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same agreement.


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


[signature
page follows]


 


11

















 


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


 


	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE
  TRUST

  
	
   

  	
  2009-4

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,
  not in its

  
	
   

  	
   

  	
  individual capacity but
  solely as Owner

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Christopher Murphy

  
	
   

  	
   

  	
  Printed Name: J.
  Christopher Murphy

  
	
   

  	
   

  	
  Title: Financial Services
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CUSTOMER
  FUNDING

  
	
   

  	
  CORP., as Trust Depositor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry A. Glassgow

  
	
   

  	
   

  	
  Printed Name: Perry A. Glassgow

  
	
   

  	
   

  	
  Title:
  Vice President, Treasurer and

  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST

  
	
   

  	
  COMPANY, N.A., not in its
  individual capacity

  
	
   

  	
  but solely as Indenture
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Castle

  
	
   

  	
   

  	
  Printed Name: Robert
  Castle

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT
  CORP.,

  
	
   

  	
  as Administrator

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry A. Glassgow

  
	
   

  	
   

  	
  Printed Name: Perry A.
  Glassgow

  
	
   

  	
   

  	
  Title:
  Vice President, Treasurer

  and Assistant Secretary

  
				



 


Signature
Page to Administration Agreement


 

















 


LIMITED POWER OF ATTORNEY


 


	
  State of Illinois

  	
  )

  	
   

  
	
   

  	
  ) SS.

  	
   

  
	
  County of Cook

  	
  )

  	
   

  



 


KNOW ALL PERSONS BY THESE
PRESENTS, that Wilmington Trust Company, a Delaware banking corporation (the “Owner Trustee”), whose principal
executive office is located at Wilmington Trust Company, 1100 North Market
Street, Wilmington, Delaware Attention: 
Trust Administration, by and through its duly elected and authorized
officer, J. Christopher Murphy, on behalf of itself and of
Harley-Davidson Motorcycle Trust 2009-4 (the
“Trust”) as Issuer under the Administration Agreement, dated as of December 1,
2009 (the “Administration Agreement”),
among the Trust, Harley-Davidson Customer Funding Corp., The Bank of New York
Mellon Trust Company, N.A., as Indenture Trustee, and Harley-Davidson Credit
Corp., as Administrator, does hereby nominate, constitute and appoint
Harley-Davidson Credit Corp., a Nevada corporation, each of its officers from
time to time and each of its employees authorized by it from time to time to
act hereunder, jointly and each of them severally, together or acting alone,
its true and lawful attorney-in-fact, for the Owner Trustee and the Issuer in
their name, place and stead, in the sole discretion of such attorney-in-fact,
to perform such calculations and prepare or cause the preparation by other
appropriate persons of, and to execute on behalf of the Issuer or the Owner
Trustee, all such documents, reports, filings, instruments, certificates and
opinions that the Issuer or the Owner Trustee is required to prepare, file or
deliver pursuant to the Administration Agreement, and to take any and all other
action, as such attorney-in-fact may deem necessary or desirable in accordance
with the directions of the Owner Trustee and in connection with its duties as
Administrator or successor Administrator under the Administration
Agreement.  Capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in the
Administration Agreement.


 


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


 


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


 


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


 

















 


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


 


Executed as of this 1st day
of December, 2009.


 


 


	
   

  	
  Wilmington Trust Company,
  not in its individual

  
	
   

  	
   

  
	
   

  	
  capacity
  but solely as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Christopher Murphy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
  J. Christopher Murphy

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Financial Services Officer

  



 

















 


CERTIFICATE OF ACKNOWLEDGMENT OF


 


NOTARY PUBLIC


 


	
  State of Delaware   

  	
  )

  	
   

  
	
   

  	
  ) SS.

  	
   

  
	
  County of New Castle

  	
  )

  	
   

  



 


	
  On December 3, 2009
  before me,

  	
  Karen M. Davis, Notary
  Public

  	
   

  
	
   

  	
  [Insert
  name and title of notary]

  	
   

  
	
  personally appeared J.
  Christopher Murphy.

  	
   

  



 


x                                  personally
known to me, or


 


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


 


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


 


WITNESS my hand and official seal.


 


 


	
   

  	
  Signature:

  	
  /s/ Karen M. Davis

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of
  Delaware

  
	
   

  	
   

  	
  My Commission Expires
  November 6, 2013      [SEAL]