EXHIBIT
10.3


 




 





ADMINISTRATION AGREEMENT


 


among


 


HARLEY-DAVIDSON MOTORCYCLE TRUST
[        ],


 


as Issuer,


 


HARLEY-DAVIDSON CREDIT CORP.,


 


as Administrator,


 


HARLEY-DAVIDSON CUSTOMER FUNDING
CORP.,


 


as Trust Depositor,


 


and


 


[       ],


 


as Indenture Trustee


 


Dated as of
[       ]




 





 


 













 


TABLE OF CONTENTS


 


	
  SECTION 1.

  	
  DUTIES OF THE
  ADMINISTRATOR

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  RECORDS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 16.

  	
  SEVERABILITY

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  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 [          ],
among Harley-Davidson Motorcycle Trust [          ]
(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 [          ],
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 Notes pursuant to the
Indenture, dated as of the date hereof (the “Indenture”),
between the Issuer and the Indenture Trustee (capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in the
Indenture or the Sale and Servicing Agreement);


 


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


 


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


 


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


 


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


 


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


 


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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
[          ], 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 and
the Swap Counterparty 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 and the Swap Counterparty 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 and the Swap Counterparty
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));


 


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(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.


 


(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


 


6

















 


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.


 


(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


 


7

















 


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;


 


(E)           the removal of the Indenture Trustee;


 


(F)           the provision of copies of any amendment or supplement to
the Interest Rate Swap Agreement to the Rating Agencies; and


 


(G)           the notification to the Swap Counterparty of any proposed
amendment or supplement to any of the Transaction Documents.


 


(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 or
the Swap Counterparty 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


 


8

















 


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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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


 


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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 or the Swap Counterparty (but with prior written notice to the Swap
Counterparty), 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 or the Swap
Counterparty.  This Agreement may also be
amended by the parties hereto with the written consent of the Owner
Trustee,  the Required Holders and the
Swap Counterparty for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of Noteholders and/or the Swap Counterparty;
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


 


11

















 


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; provided, further, that such amendment
shall not materially and adversely affect the rights and obligations of the
Swap Counterparty or the Issuer under the Interest Rate Swap Agreement unless
the Swap Counterparty shall have consented in writing to such amendment (such
consent not to be unreasonably withheld or delayed).  Notwithstanding the foregoing, the
Administrator may not amend this Agreement without the permission of the Trust Depositor,
which permission shall not be unreasonably withheld.


 


Section 12.            Successors and Assigns.  This Agreement may not be assigned
by the Administrator unless such assignment is previously consented to in
writing by the Issuer, the Indenture Trustee and the Owner Trustee and subject
to the satisfaction of the Rating Agency Condition in respect thereof.  An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee hereunder in
the same manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the Issuer or the
Owner Trustee to a corporation or other organization that is a successor (by
merger, consolidation or purchase of assets) to the Administrator; provided
that such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Indenture Trustee an agreement, in form and substance
reasonably satisfactory to the Owner Trustee and the Indenture Trustee, in
which such corporation or other organization agrees to be bound hereunder by
the terms of said assignment in the same manner as the Administrator is bound
hereunder.  Subject to the foregoing,
this Agreement shall bind any successors or assigns of the parties hereto.


 


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


 


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


 


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


 


Section 16.            Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or


 


12

















 


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 [          ] not in its individual capacity but solely in its
capacity as Owner Trustee of the Issuer and in no event shall [          ] 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 [          ] not in its individual capacity but solely as
Indenture Trustee and in no event shall [          ] 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.  The Swap Counterparty shall be a
third-party beneficiary to the provisions of this Agreement to the extent of
any rights specified in this Agreement and may enforce the provisions hereof to
such extent 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.


 


Section 21.            Limitation of Rights.  All of the rights of the Swap Counterparty
in, to and under this Agreement, if any, shall terminate upon the termination
of the Interest Rate Swap Agreement in accordance with the terms thereof and
the payment in full of all amounts owing to the Swap Counterparty under the
Interest Rate Swap 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

  
	
   

  	
  [          ]

  
	
   

  	
   

  
	
   

  	
  By: [          ],
  not in its

  
	
   

  	
     individual capacity but solely as
  Owner

  
	
   

  	
     Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CUSTOMER FUNDING CORP., as Trust
  Depositor

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [      ], not in

  
	
   

  	
  its individual capacity but solely as Indenture

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT CORP., as Administrator

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  
	
   

  	
  Title:

  
					



 


Signature Page to
Administration Agreement


 

















 


LIMITED
POWER OF ATTORNEY


 


	
  State of Illinois

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  )

  	
  SS.

  	
   

  
	
   

  	
   

  	
   

  
	
  County of Cook

  	
  )

  	
   

  
				



 


KNOW ALL PERSONS BY THESE PRESENTS, that [          ],
a [          ]
(the “Owner Trustee”), whose principal
executive office is located at [          ]
Attention:  [          ], by
and through its duly elected and authorized officer,
                                                ,  a
                                      ,  on behalf of itself and of Harley-Davidson
Motorcycle Trust [          ]
(the “Trust”) as Issuer under the
Administration Agreement, dated as of [          ]
(the “Administration Agreement”), among the
Trust, Harley-Davidson Customer Funding Corp., [          ], 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 [          ].


 


 


	
   

  	
  [          ], 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 [          ]
  before me,

  
	
   

  	
  [Insert name and title of notary]

  
	
   

  	
     personally appeared
                                                  .

  	
   

  



 


 ̈            personally
known to me, or


 


 ̈            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]