Exhibit
10.3


 


 




 





ADMINISTRATION AGREEMENT


 


among


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2005-4,


 


as Issuer,


 


HARLEY-DAVIDSON CREDIT CORP.,


 


as Administrator,


 


HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,


 


as Trust Depositor,


 


and


 


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


 


as Indenture Trustee


 


 


Dated as of November 1, 2005


 




 
























 


TABLE OF CONTENTS


 


	
  SECTION 1.

  	
  DUTIES OF THE ADMINISTRATOR

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  RECORDS

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  COMPENSATION

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  ADDITIONAL
  INFORMATION TO BE FURNISHED TO THE ISSUER

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  INDEPENDENCE
  OF THE ADMINISTRATOR

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  NO
  JOINT VENTURE

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  OTHER
  ACTIVITIES OF ADMINISTRATOR

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  TERM
  OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  ACTION
  UPON TERMINATION, RESIGNATION OR REMOVAL

  	
  11

  
	
   

  	
   

  
	
  SECTION 10.

  	
  NOTICES

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  AMENDMENTS

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  SUCCESSORS AND ASSIGNS

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  GOVERNING LAW

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  HEADINGS

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
  COUNTERPARTS

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 16.

  	
  SEVERABILITY

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  NOT APPLICABLE TO HARLEY-DAVIDSON CREDIT
  IN OTHER CAPACITIES

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 18.

  	
  LIMITATION OF LIABILITY OF OWNER TRUSTEE
  AND INDENTURE TRUSTEE

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 19.

  	
  THIRD-PARTY BENEFICIARY

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 20.

  	
  SURVIVABILITY

  	
  13

  
				



 





















 


This Administration Agreement, dated as of November 1, 2005, among
Harley-Davidson Motorcycle Trust 2005-4 (the
“Issuer”), Harley-Davidson Credit Corp. (together with its
successors and assigns “Harley-Davidson
Credit”) in its capacity as administrator, the “Administrator”), Harley-Davidson Customer
Funding Corp. (the “Trust Depositor”)
and The Bank of New York 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 4.78% Harley-Davidson Motorcycle
Contract Backed Notes, Class A-1 Notes, 4.85% Harley-Davidson Motorcycle
Contract Backed Notes, Class A-2 Notes and 5.06% 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);


 


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(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);


 


(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


 


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obtaining of the Opinion of Counsel and the Independent Certificate
relating thereto (Section 4.01);


 


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


 


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


 


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


 


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


 


(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);


 


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


 


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


 


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


 


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


 


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


 


(FF)         the
appointment of a successor Indenture Trustee.


 


(ii)           The
Administrator will:


 


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


 


(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.


 


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(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 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.


 


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


 


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


 


(c)           Non-Ministerial Matters.


 


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


 


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


 


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


 


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


 


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


 


(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


 


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(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.


 


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(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 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


 


11





















 


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 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.


 


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


 


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


 


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


 


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


 


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


 


(b)           Notwithstanding
anything contained herein to the contrary, this Agreement has been
countersigned by The Bank of New York Trust Company, N.A. not in its individual
capacity but solely as Indenture Trustee and in no event shall The Bank of New
York 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.


 


13





















 


[signature page follows]


 


14





















 


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

  
	
   

  	
  2005-4

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington
  Trust Company, not in its

  
	
   

  	
   

  	
  individual
  capacity but solely as Owner

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  RACHEL L. SIMPSON

  
	
   

  	
   

  	
      Printed
  Name: Rachel L. Simpson

  
	
   

  	
   

  	
      Title:
  Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON
  CUSTOMER FUNDING

  
	
   

  	
  CORP., as
  Trust Depositor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  PERRY A. GLASSGOW

  
	
   

  	
   

  	
      Printed
  Name:Perry A. Glassgow

  
	
   

  	
   

  	
      Title:Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF
  NEW YORK TRUST

  
	
   

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

  
	
   

  	
  but solely
  as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  CYNTHIA L. DAVIS

  
	
   

  	
   

  	
      Printed
  Name: Cynthia L. Davis

  
	
   

  	
   

  	
      Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON
  CREDIT CORP.,

  
	
   

  	
  as
  Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
         /s/
  PERRY A. GLASSGOW

  
	
   

  	
   

  	
      Printed
  Name: Perry A. Glassgow

  
	
   

  	
   

  	
      Title:
  Vice President and 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 2005-4 (the “Trust”) as Issuer under the
Administration Agreement, dated as of November 1, 2005 (the “Administration Agreement”), among the
Trust, Harley-Davidson Customer Funding Corp., The Bank of New York 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 16th day of November, 2005.


 


 


	
   

  	
   

  	
  Wilmington
  Trust Company, not in its individual

  
	
   

  	
   

  	
  capacity but
  solely as Owner Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  RACHEL L. SIMPSON

  	
   

  
	
   

  	
   

  	
      Printed
  Name: Rachel L. Simpson

  
	
   

  	
   

  	
      Title:
  Financial Services Officer

  



 





















 


CERTIFICATE OF ACKNOWLEDGMENT OF


NOTARY PUBLIC


 


	
  State of
  Delaware

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.

  
	
  County of
  New Castle

  	
  )

  	
   

  



 


	
  On
  November 11, 2005 before me,

  	
  Susanne M. Gula

  	
   

  
	
   

  	
  [Insert name and title of notary]

  	
   

  
	
   

  
	
  personally
  appeared

  	
  Rachel L.
  Simpson

  	
  .

  
					



 


ý            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

  	
   

  
	
   

  	
  [SEAL]

  	
   

  
	
  SUSANNE M. GULA

  
	
  NOTARY PUBLIC

  
	
  MY COMMISSION EXPIRES NOVEMBER 21,
  2005