Exhibit 4
AMENDMENT TO RIGHTS AGREEMENT
This amendment ("Amendment"), dated as of August 23, 1995,
between Harley-Davidson, Inc., a Wisconsin corporation (the "Company"),
and Firstar Trust Company (formerly known as First Wisconsin Trust
Company), as Rights Agent (the "Rights Agent"), to the Right Agreement,
dated as of August 6, 1990, as amended, between the Company and the Rights
Agent.
W I T N E S S E T H :
WHEREAS, the Company and the Rights Agent are parties to the
Rights Agreement, and pursuant to Section 26 of the Rights Agreement, the
Company may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 26 thereof;
WHEREAS, the Company wishes to amend the Rights Agreement to
change the Purchase Price (as defined in the Rights Agreement); and
WHEREAS, all acts and things necessary to make this amendment a
valid agreement, enforceable according to its terms, have been done and
performed, and the execution and delivery of this Amendment by the Company
and the Rights Agent have been in all respects duly authorized by the
Company and the Rights Agent.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Capitalized terms used herein and not otherwise defined are
used as defined in the Rights Agreement.
2. The first sentence of Section 7(b) of the Rights Agreement
is hereby amended effective as of the date hereof to read in its entirety
as follows: "The Purchase Price shall initially be $300 for each one one-
hundredth (1/100) of a share of Preferred Stock issued pursuant to the
exercise of a Right."
3. The terms "Rights Agreement" and "Agreement" as used in the
Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby.
4. This Amendment shall be deemed to be a contract made under
the laws of the State of Wisconsin and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.
5. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but such counterparts
shall together constitute one and the same instrument.
6. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all of the rights
afforded to the Rights Agent under the terms and conditions of the Rights
Agreement.
7. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority
to be invalid, illegal or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment, and of the
Rights Agreement, shall remain in full force and effect and shall in no
way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
Attest: HARLEY-DAVIDSON, INC.
By:_____________________________ By:_______________________________
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx
Assistant Secretary President and Chief Executive
Officer
Attest: FIRSTAR TRUST COMPANY
(f/k/a First Wisconsin Trust
Company)
By:_____________________________ By:_________________________________
Name: Name:
Title: Title:
