EXHIBIT
10.3




 





 


 


ADMINISTRATION AGREEMENT


 


among


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2004-2,


 


as Issuer,


 


HARLEY-DAVIDSON CREDIT CORP.,


 


as Administrator,


 


HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,


 


as Trust Depositor,


 


and


 


BNY MIDWEST TRUST COMPANY,


 


as Indenture Trustee


 


 


Dated as of May 1, 2004




 





 

















 


TABLE
OF CONTENTS


 


	
  SECTION
  1.

  	
  DUTIES OF THE
  ADMINISTRATOR.

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  RECORDS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  COMPENSATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  ADDITIONAL
  INFORMATION TO BE FURNISHED TO THE ISSUER

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  INDEPENDENCE OF THE
  ADMINISTRATOR

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.

  	
  NO
  JOINT VENTURE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  OTHER ACTIVITIES OF
  ADMINISTRATOR

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  TERM
  OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  ACTION
  UPON TERMINATION, RESIGNATION OR REMOVAL

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.

  	
  AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  12.

  	
  SUCCESSORS AND ASSIGNS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  13.

  	
  GOVERNING
  LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  HEADINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  15.

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  16.

  	
  SEVERABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  NOT
  APPLICABLE TO HARLEY-DAVIDSON CREDIT IN OTHER CAPACITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 18.

  	
  LIMITATION
  OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  19.

  	
  THIRD-PARTY BENEFICIARY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  20.

  	
  SURVIVABILITY

  	
   

  



 

















 


This Administration Agreement, dated as of May 1, 2004, among
Harley-Davidson Motorcycle Trust 2004-2 (the
“Issuer”), Harley-Davidson Credit Corp. (together with its
successors and assigns “Harley-Davidson
Credit”) in its capacity as administrator, the “Administrator”), Harley-Davidson Customer
Funding Corp. (the “Trust Depositor”)
and BNY Midwest Trust Company, not in its individual capacity but solely as
Indenture Trustee (together with its successors and assigns, the “Indenture Trustee”).


 


W
I T N E S S E T H:


 


WHEREAS, the Issuer is issuing 2.18% Harley-Davidson Motorcycle
Contract Backed Notes, Class A-1 Notes, 3.56% Harley-Davidson Motorcycle
Contract Backed Notes, Class A-2 Notes and 2.96% Harley-Davidson Motorcycle
Contract Backed Notes, Class B Notes (collectively, the “Notes”) pursuant to the Indenture, dated
as of the date hereof (the “Indenture”),
between the Issuer and the Indenture Trustee (capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in the
Indenture);


 


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


 


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


 


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


 


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


 


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


 


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Section 1.              Duties of the Administrator.


 


(a)           Duties with respect to the Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)           the maintenance of an office in the
City of 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);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(FF)         the appointment of a successor
Indenture Trustee.


 


(ii)           The Administrator will:


 


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


 


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


 


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


 


(b)           Additional
Duties.


 


(i)            In addition to the duties set forth
in Section 1(a)(i), the Administrator shall perform such calculations and shall
prepare or shall cause the preparation by other appropriate persons of, and
shall execute on behalf of the Issuer or the Owner Trustee, all such documents,
reports, filings, instruments, certificates and opinions that the Issuer or the
Owner Trustee are required to prepare, file or deliver pursuant to the
Transaction Documents or under Section 5.03 of the Trust Agreement, and at the
request of the Owner Trustee shall take all appropriate action that the Issuer
or the Owner Trustee are required to take pursuant to the Transaction
Documents.  In furtherance thereof, the
Owner Trustee shall, on behalf of the Issuer, execute and deliver to the
Administrator


 


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and to each
successor Administrator appointed pursuant to the terms hereof, one or more
powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the
attorney-in-fact of the Issuer for the purpose of executing on behalf of the
Owner Trustee and the Issuer all such documents, reports, filings, instruments,
certificates and opinions.  Subject to
Section 5, and in accordance with the directions of the Issuer, the
Administrator shall administer, perform or supervise the performance of such
other activities in connection with the Collateral (including the Transaction
Documents) as are not covered by any of the foregoing provisions and as are
expressly requested by the Issuer and are reasonably within the capability of
the Administrator.


 


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


 


(iii)          Notwithstanding anything in this
Agreement or the Transaction Documents to the contrary, the Administrator shall
be responsible for performance of the duties of the Owner Trustee set forth in
Section 5.03(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 Owner; provided,
however, that the Owner Trustee shall retain responsibility for the
distribution of information forms necessary to enable the Owner to prepare its
federal and state income tax returns.


 


(iv)          The Administrator shall satisfy its
obligations with respect to clauses (ii) and (iii) above by retaining, at the
expense of the Trust payable by the Administrator, a firm of independent public
accountants (the “Accountants”)
acceptable to the Owner Trustee, which shall perform the obligations of the
Administrator thereunder.


 


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


 


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


 


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(c)           Non-Ministerial
Matters.


 


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


 


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


 


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


 


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


 


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


 


(E)           the removal of the Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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such default
cannot be cured in such time, shall not give within ten days such assurance of
cure as shall be reasonably satisfactory to the Issuer);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Collateral
then in the custody of the Administrator. 
In the event of the resignation or removal of the Administrator pursuant
to Section (a), (b) or (c), respectively, the Administrator shall cooperate
with the Issuer and take all reasonable steps requested to assist the Issuer in
making an orderly transfer of the duties of the Administrator.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


Trustee shall
be subject to, and entitled to the benefits of, the terms and provisions of
Articles Six, Seven and Eight of the Trust Agreement.


 


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


 


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


 


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


 


[signature
page follows]


 


13

















 


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


 


	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE TRUST

  
	
   

  	
  2004-2

  
	
   

  	
   

  
	
   

  	
  By:
  Wilmington Trust Company, not in its

  
	
   

  	
   

  	
  individual capacity but solely as Owner

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Janel R. Havrilla

  	
   

  
	
   

  	
   

  	
  Printed
  Name: Janel R. Havrilla

  
	
   

  	
   

  	
  Title:
  Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CUSTOMER FUNDING

  
	
   

  	
  CORP., as Trust Depositor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Perry A. Glassgow

  	
   

  
	
   

  	
   

  	
  Printed
  Name:  Perry A. Glassgow

  
	
   

  	
   

  	
  Title:  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY, not in

  
	
   

  	
  its individual capacity but solely as
  Indenture

  
	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Cynthia Davis

  	
   

  
	
   

  	
   

  	
  Printed
  Name: Cynthia Davis

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT CORP.,

  
	
   

  	
  as Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Perry A. Glassgow

  	
   

  
	
   

  	
   

  	
  Printed
  Name:  Perry A. Glassgow

  
	
   

  	
   

  	
  Title:
  Treasurer

  



 


Signature Page to Administration Agreement


 

















 


LIMITED
POWER OF ATTORNEY


 


	
  State of Illinois

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.

  
	
  County of Cook

  	
  )

  	
   

  



 


KNOW ALL
PERSONS BY THESE PRESENTS, that Wilmington Trust Company, a Delaware banking
corporation (the “Owner Trustee”),
whose principal executive office is located at Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware Attention:  Trust Administration, by and through its
duly elected and authorized officer,
                                             ,  a
                                             ,  on behalf of itself and of Harley-Davidson
Motorcycle Trust 2004-2 (the “Trust”)
as Issuer under the Administration Agreement, dated as of May 1, 2004 (the “Administration Agreement”), among the
Trust, Harley-Davidson Customer Funding Corp., BNY Midwest Trust Company, as
Indenture Trustee, and Harley-Davidson Credit Corp., as Administrator, does
hereby nominate, constitute and appoint Harley-Davidson Credit Corp., a Nevada
corporation, each of its officers from time to time and each of its employees
authorized by it from time to time to act hereunder, jointly and each of them
severally, together or acting alone, its true and lawful attorney-in-fact, for
the Owner Trustee and the Issuer in their name, place and stead, in the sole
discretion of such attorney-in-fact, to perform such calculations and prepare
or cause the preparation by other appropriate persons of, and to execute on behalf
of the Issuer or the Owner Trustee, all such documents, reports, filings,
instruments, certificates and opinions that the Issuer or the Owner Trustee is
required to prepare, file or deliver pursuant to the Administration Agreement,
and to take any and all other action, as such attorney-in-fact may deem
necessary or desirable in accordance with the directions of the Owner Trustee
and in connection with its duties as Administrator or successor Administrator
under the Administration Agreement. 
Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in the Administration Agreement.


 


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


 

















 


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


 


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


 


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


 


Executed as of
this       day of May, 2004.


 


	
   

  	
  Wilmington Trust Company, not in its
  individual

  
	
   

  	
  capacity but solely as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Printed
  Name: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 

















 


CERTIFICATE
OF ACKNOWLEDGMENT OF


NOTARY
PUBLIC


 


	
  State of Delaware 

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.

  
	
  County of New Castle

  	
  )

  	
   

  



 


	
  On May
          , 2004 before me,

  	
   

  	
   

  
	
   

  	
  [Insert name and title of notary]

  	
   

  
	
   

  
	
  personally
  appeared
                                          .

  	
   

  
				



 


o            personally known to me, or


 


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


 


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


 


	
   

  	
   

  	
  WITNESS my hand and official seal.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
  [SEAL]