Exhibit
10.3




 





ADMINISTRATION
AGREEMENT


among


HARLEY-DAVIDSON
MOTORCYCLE TRUST 2007-2,


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 May 15, 2007




 


















TABLE OF
CONTENTS


	
  SECTION 1.

  	
  DUTIES OF THE ADMINISTRATOR

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  RECORDS

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  COMPENSATION

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  INDEPENDENCE OF THE ADMINISTRATOR

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  NO JOINT VENTURE

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  OTHER ACTIVITIES OF ADMINISTRATOR

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF
  ADMINISTRATOR

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  ACTION UPON TERMINATION, RESIGNATION OR REMOVAL

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  NOTICES

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  AMENDMENTS

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  SUCCESSORS AND ASSIGNS

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  GOVERNING LAW

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  HEADINGS

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
  COUNTERPARTS

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 16.

  	
  SEVERABILITY

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  NOT APPLICABLE TO HARLEY-DAVIDSON CREDIT IN OTHER
  CAPACITIES

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 18.

  	
  LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE
  TRUSTEE

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 19.

  	
  THIRD-PARTY BENEFICIARY

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 20.

  	
  SURVIVABILITY

  	
  12

  



 















This
Administration Agreement, dated as of May 15, 2007, among Harley-Davidson
Motorcycle Trust 2007-2 (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 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 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:


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 



 2
 








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


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


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


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


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


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


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


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


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


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


(J)            the preparation of all supplements and
amendments to the Indenture and all financing statements, continuation
statements, instruments of further assurance and other 



 3
 








instruments and the taking of such other action as is
necessary or advisable to protect the Collateral other than as prepared by the
Servicer (Section 3.05);


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


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


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


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


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


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


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


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


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


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


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


(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 



 4
 








other actions necessary with respect to investment and
reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03);


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


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


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


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


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


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


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


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


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


(FF)         the appointment of a successor Indenture
Trustee.


(ii)           The Administrator will:


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


(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, 



 5
 








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 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 



 6
 








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.


(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 



 7
 








Indenture, (C) take any other action that the Issuer
directs the Administrator not to take on its behalf or (D) take any other
action which may be construed as having the effect of varying the investment of
the Holders.


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


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


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


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


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


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


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


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


(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.



 8
 








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


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


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


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


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


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


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


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


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



 9
 








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 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 



 10
 








the
Administrator is bound hereunder. 
Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.


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


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


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


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


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


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


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


(b)           Notwithstanding anything contained herein
to the contrary, this Agreement has been countersigned by The Bank of New York
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.



 11
 








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


[signature page follows]



 12















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

  2007-2

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Wilmington Trust Company, not in its

  
	
   

  	
   

  	
  individual capacity but solely as Owner

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Michele
  C. Harra

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name: Michele C. Harra

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   Financial
  Services Officer

  	
   

  
						



 


	
  

  	
  HARLEY-DAVIDSON CUSTOMER FUNDING

  CORP., as Trust Depositor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Lawrence
  G. Hund

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name: Lawrence G. Hund

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President, Chief Operating Officer and Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST

  
	
   

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

  
	
   

  	
  but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Lawrence
  G. Hund

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name: Lawrence G. Hund

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President, Chief Operating Officer and Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT CORP.,

  
	
   

  	
  as Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Lawrence
  G. Hund

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name: Lawrence G. Hund

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President, Chief Operating Officer and Chief
  Financial Officer

  	
   

  
							



 


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, Michele
C. Harra,  a Financial Services Officer,  on behalf of itself and of Harley-Davidson
Motorcycle Trust 2007-2 (the “Trust”) as
Issuer under the Administration Agreement, dated as of May 15, 2007 (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 May, 2007.


	
  

  	
      Wilmington Trust Company,
  not in its individual

  
	
   

  	
  capacity but solely as Owner Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Michele
  C. Harra

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   Michele C.
  Harra

  	
   

  
	
   

  	
   

  	
  Title:

  	
   Financial
  Services Officer

  	
   

  
						



 













CERTIFICATE
OF ACKNOWLEDGMENT OF

NOTARY PUBLIC


	
  State of Delaware

  	
  )

  
	
   

  	
  ) SS.

  
	
  County of New Castle

  	
  )

  



 


On May 16, 2007
before me, Bethany J. Taylor - Sales Associate


                                                                                           [Insert
name and title of notary]


personally appeared Michele C. Harra


x           personally
known to me, or


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


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


	
  

  	
                               WITNESS
  my hand and official seal.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Bethany J.
  Taylor

  	
   

  	
   

  	
   

  
	
   

  	
  [SEAL]