Exhibit 10.3




 





 


ADMINISTRATION AGREEMENT


 


among


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1,


 


as Issuer,


 


HARLEY-DAVIDSON CREDIT CORP.,


 


as Administrator,


 


HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,


 


as Trust Depositor,


 


and


 


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


 


as Indenture Trustee


 


 


Dated as of November 1, 2010




 





 

















 


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

  	
   

  	
  8

  
	
  SECTION 9.

  	
   

  	
  ACTION UPON TERMINATION, RESIGNATION
  OR REMOVAL

  	
   

  	
  9

  
	
  SECTION 10.

  	
   

  	
  NOTICES

  	
   

  	
  9

  
	
  SECTION 11.

  	
   

  	
  AMENDMENTS

  	
   

  	
  9

  
	
  SECTION 12.

  	
   

  	
  SUCCESSORS AND ASSIGNS

  	
   

  	
  10

  
	
  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 November 1,
2010, among Harley-Davidson Motorcycle Trust 2010-1 (the “Issuer”),
Harley-Davidson Credit Corp. (together with its successors and assigns “Harley-Davidson Credit”) in its capacity as administrator,
the “Administrator”), Harley-Davidson
Customer Funding Corp. (the “Trust Depositor”)
and The Bank of New York Mellon Trust Company, N.A., not in its individual
capacity but solely as Indenture Trustee (together with its successors and
assigns, the “Indenture Trustee”).


 


W I T N E S S E T H:


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1.              Duties of the Administrator.


 


(a)           Duties with respect to the Indenture.


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(M)         the notification of the
Indenture Trustee and each Rating Agency of an Event of Termination under the
Sale and Servicing Agreement and of the appointment of a Successor Servicer (Section 3.07(d));


 


(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 delivery of written
notice to each Rating Agency of amendments to the Sale and Servicing Agreement
(Section 3.21);


 


(R)           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);


 


(S)           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 and the delivery of written notice of such sale
to the Rating Agencies (Section 5.04);


 


(T)           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);


 


(U)          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);


 


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(V)           the delivery of notice to
the Rating Agencies of a successor Indenture Trustee by merger, conversion or
consolidation of the Indenture Trustee (Section 6.09);


 


(W)         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);


 


(X)          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);


 


(Y)           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);


 


(Z)           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 Rating Agencies and the
Noteholders of notices with respect to such supplemental indentures (Sections
9.01, 9.02 and 9.03);


 


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


 


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


 


(CC)        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));


 


(DD)       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));


 


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


 


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


 


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


 


(HH)       the appointment of a
successor Indenture Trustee.


 


(ii)           The Administrator will:


 


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


 


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


 


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


 


(b)           Additional Duties.


 


(i)            In addition to the duties
set forth in Section 1(a)(i), the Administrator (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 deliver on behalf of the Issuer or the Owner
Trustee, all notices required to be delivered to the Rating Agencies pursuant
to the Transaction Documents and the Trust Agreement, 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 


 


5

















 


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.


 


(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;


 


6






 












 


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


 


(E)           the
removal of the Indenture Trustee.


 


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


 


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


 


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


 


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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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



 


9

















 


Notwithstanding the foregoing, the Administrator may
not amend this Agreement without the permission of the Trust Depositor, which
permission shall not be unreasonably withheld.


 


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


 


10

















 


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.


 


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 2010-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Jeanne M. Oller

  
	
   

  	
   

  	
   

  	
  Printed Name: Jeanne M.
  Oller

  
	
   

  	
   

  	
   

  	
  Title: Assistant Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARLEY-DAVIDSON CUSTOMER FUNDING CORP., as Trust
  Depositor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  J. Darrell Thomas

  
	
   

  	
   

  	
   

  	
  Printed Name: James Darrell
  Thomas 

  
	
   

  	
   

  	
   

  	
  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/
  David H. Hill

  
	
   

  	
   

  	
   

  	
  Printed Name: David H. Hill 

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARLEY-DAVIDSON CREDIT CORP., as Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  J. Darrell Thomas

  
	
   

  	
   

  	
   

  	
  Printed Name: James
  Darrell Thomas

  
	
   

  	
   

  	
   

  	
  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, Jeanne M. Oller, Assistant Vice President, on behalf of itself and of Harley-Davidson
Motorcycle Trust 2010-1 (the “Trust”) as
Issuer under the Administration Agreement, dated as of November 1, 2010 (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 November, 2010.


 


 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Jeanne M. Oller

  
	
   

  	
   

  	
   

  	
  Printed Name:

  	
  Jeanne
  M. Oller

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
						



 

















 


CERTIFICATE OF ACKNOWLEDGMENT OF


NOTARY PUBLIC


 


	
  State of Delaware

  	
  )

  
	
   

  	
   

  
	
   

  	
  )  SS.

  
	
   

  	
   

  
	
  County of New Castle

  	
  )

  



 


	
  On 11/15, 2010 before me, 

  	
  Susanne M. Gula

  	
   

  
	
   

  	
  [Insert name and title of notary]

  	
   

  
	
  personally appeared 

  	
  Jeanne M. Oller

  	
  .

  
					



 


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/
  Susanne M. Gula

  	
   

  
	
   

  	
   

  	
  Notary Public, State of
  Delaware

  	
   

  
	
   

  	
   

  	
  My Commission Expires Nov.
  21, 2011

  	
   

  	
  [SEAL]