EXHIBIT
10.36


 




 





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 


 


9

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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]