EXHIBIT 4.2
RIGHTS AGENT AGREEMENT
This Agreement, effective as of the 30th day of November, 2000, is
made and entered into by and between Computershare Investor Services, LLC
("CIS") and Harley-Davidson, Inc., a Wisconsin corporation (the "Company").
WITNESSETH
WHEREAS, the Company and Firstar Bank, N.A. ("Firstar") are parties to
that certain Rights Agreement, dated as of February 17, 2000, a copy of which is
attached hereto as Exhibit A (the "Rights Agreement"), pursuant to which Firstar
undertook the duties and obligations of the Rights Agent (as defined in the
Rights Agreement) under the terms and conditions of the Rights Agreement;
WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company
is removing and discharging Firstar from its duties as Rights Agent under the
Rights Agreement;
WHEREAS, the Company desires to appoint CIS as a successor Rights
Agent under the Rights Agreement, and CIS desires to undertake and perform the
duties and obligations of the Rights Agent under the terms and conditions of the
Rights Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
1. APPOINTMENT. The Company hereby appoints CIS as a successor Rights
Agent under the terms and conditions of the Rights Agreement.
2. ASSUMPTION. CIS hereby accepts the appointment as agent for the
Company and the holders of Rights under the Rights Agreement, and CIS hereby
assumes and agrees to perform all of the duties and obligations of the Rights
Agent under the terms and conditions of the Rights Agreement.
3. NOTICE. CIS hereby acknowledges that this Agreement constitutes notice
to CIS, as a transfer agent of the Company, pursuant to Section 21 of the Rights
Agreement that the Company has appointed CIS as the successor Rights Agent to
Firstar under the Rights Agreement.
4. NO AMENDMENT. The terms and conditions of the Rights Agreement shall
be unaffected by this Agreement and shall remain in full force and effect. The
Company and CIS each acknowledge that pursuant to Section 28 of the Rights
Agreement the respective covenants and provisions of the Rights Agreement by or
for the benefit of the Company or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns thereunder.
5. GOVERNING LAW. This Agreement 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 with such State.
6. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
effective as of the date recited above.
HARLEY-DAVIDSON, INC.
By:
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Name:
Title:
COMPUTERSHARE INVESTOR SERVICES, LLC
By:
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Name:
Title:
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