andRights Agreement • March 7th, 2000 • Harley Davidson Inc • Motorcycles, bicycles & parts • Wisconsin
W I T N E S S E T H:Asset Purchase Agreement • March 21st, 1996 • Harley Davidson Inc • Motorcycles, bicycles & parts • Indiana
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 Agreement • October 27th, 1995 • Harley Davidson Inc • Motorcycles, bicycles & parts • Wisconsin
Exhibit 4.4 AMENDMENT TO RIGHTS AGREEMENT This amendment ("Amendment"), dated as of February 18, 1999, between Harley-Davidson, Inc., a Wisconsin corporation (the "Company"), and Firstar Bank, Milwaukee, N.A. (as successor to Firstar Trust Company...Rights Agreement • February 19th, 1999 • Harley Davidson Inc • Motorcycles, bicycles & parts • Wisconsin
EXHIBIT 10.16 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 1st day of January, 2000, by and between Harley-Davidson Financial Services, Inc., a Delaware corporation (the "Company"), and Donna F. Zarcone of Burr Ridge, Illinois (the...Employment Agreement • March 28th, 2000 • Harley Davidson Inc • Motorcycles, bicycles & parts • Illinois
Harley-Davidson, Inc. Underwriting AgreementUnderwriting Agreement • July 24th, 2015 • Harley Davidson Inc • Motorcycles, bicycles & parts • New York
Harley-Davidson, Inc., a Wisconsin corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as representatives (“you” or the “Representatives”), an aggregate of $450,000,000 principal amount of the Company’s 3.500% Senior Notes due 2025 (the “2025 Notes”) and an aggregate of $300,000,000 principal amount of the Company’s 4.625% Senior Notes due 2045 (the “2045 Notes” and, together with the 2025 Notes, the “Securities”).
HARLEY-DAVIDSON, INC. Underwriting AgreementHarley Davidson Inc • February 4th, 2009 • Motorcycles, bicycles & parts • New York
Harley-Davidson, Inc., a corporation organized under the laws of the State of Wisconsin (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) to be dated as of February 3, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents i
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 21st, 1996 • Harley Davidson Inc • Motorcycles, bicycles & parts • Indiana
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 21st, 1996 • Harley Davidson Inc • Motorcycles, bicycles & parts • Indiana
SPLIT DOLLAR AGREEMENT THIS AGREEMENT is made and entered into this 30th day of March, 1999, by and between EAGLEMARK FINANCIAL SERVICES, INC., a Delaware corporation, of Chicago, Illinois (the "Company"), and PHILLIP CHARLES ZARCONE, not individually...Split Dollar Agreement • August 12th, 2002 • Harley Davidson Inc • Motorcycles, bicycles & parts • Illinois
among HARLEY-DAVIDSON WAREHOUSE FUNDING CORP., as Borrower HARLEY-DAVIDSON CREDIT CORP., as ServicerLoan and Servicing Agreement • August 17th, 2009 • Harley Davidson Inc • Motorcycles, bicycles & parts • New York
WITNESSETHRights Agent Agreement • March 30th, 2001 • Harley Davidson Inc • Motorcycles, bicycles & parts • Wisconsin
364-DAY CREDIT AGREEMENT Dated as of May 13, 2019 amongCredit Agreement • February 19th, 2020 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • New York
This 364-Day Credit Agreement dated as of May 13, 2019 is entered into among Harley-Davidson, Inc., a Wisconsin corporation, Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson Credit Corp., a Nevada corporation, the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement or an assignment and assumption pursuant to Section 13.3, JPMorgan Chase Bank, N.A., as the Global Administrative Agent and Barclays Bank plc, Goldman Sachs Bank USA and The Toronto-Dominion Bank, New York Branch, each in its capacity as a Documentation Agent. The parties hereto agree as follows:
COOPERATION AGREEMENT This Cooperation Agreement, dated as of February 2, 2022 (this Agreement among Harley- Company Schedule A H Partners Group thereof acting individually). RECITALS H Partners ember of the H Partners Group, have engaged in various...Cooperation Agreement • February 3rd, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Wisconsin
EXHIBIT 10.11 HARLEY-DAVIDSON, INC. RESTRICTED STOCK AGREEMENT AGREEMENT made as of the_____ day of _____________, 19__, between Harley-Davidson, Inc. (the "Company"), and ________________ (the "Participant"). Unless the context otherwise requires, as...Restricted Stock Agreement • March 31st, 1997 • Harley Davidson Inc • Motorcycles, bicycles & parts • Wisconsin
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • August 8th, 2019 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Wisconsin
THIS AIRCRAFT TIME SHARING AGREEMENT (the “Agreement”) is made and entered into as of __________, ________, by and between Harley-Davidson Motor Company Group, LLC (“Provider”), and ___________ (“Executive”).
5-YEAR CREDIT AGREEMENT Dated as of April 13, 2012 among HARLEY-DAVIDSON, INC., as a U.S. Borrower, HARLEY-DAVIDSON FUNDING CORP. and HARLEY-DAVIDSON FINANCIAL SERVICES, INC., as U.S. Borrowers and as Guarantors and HARLEY-DAVIDSON FINANCIAL SERVICES...Credit Agreement • May 10th, 2012 • Harley Davidson Inc • Motorcycles, bicycles & parts • New York
This 5-Year Credit Agreement dated as of April 13, 2012 is entered into among Harley-Davidson, Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation, Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson Financial Services Canada, Inc., a corporation organized and existing under the laws of Canada, Harley-Davidson Financial Services International, Inc., a Delaware corporation, Harley-Davidson Credit Corp., a Nevada corporation, the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement or an assignment and assumption pursuant to Section 13.3, JPMorgan Chase Bank, N.A., as the Global Administrative Agent and the Global Swing Line Lender, Citibank, N.A., in its capacity as Syndication Agent and U.S. Bank National Association and The Royal Bank of Scotland plc, each in its capacity as a Documentation Agent. The parties hereto agree as follows:
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware
This TRANSITION SERVICES AGREEMENT (together with the schedules hereto, this “Agreement”), dated as of September 26, 2022 (“Effective Date”), by and between Harley-Davidson, Inc., a Wisconsin corporation (“Provider”), and LiveWire EV LLC, a Delaware limited liability company (“Recipient”). Each of Recipient and Provider is referred to herein as a “Party” and collectively as the “Parties”.
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware
This Trademark License Agreement (“Agreement”) is entered into as of September 26, 2022 (“Effective Date”) by and between Harley-Davidson, Inc., a Delaware corporation (“Licensor”) and LiveWire EV, LLC, a Delaware limited liability company (“Licensee”). Capitalized terms used but not defined herein shall have the meaning set forth in the Separation Agreement.
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware
This Joint Development Agreement (together with the Exhibits hereto and the Project Work Statements entered into in connection herewith, the “Agreement”) is made effective as of September 26, 2022 (the “Effective Date”), by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV LLC, a Delaware limited liability company (“LiveWire”). Each of HD and LiveWire is referred to herein individually as a “Party” and together as the “Parties”.
SEVERANCE BENEFITS AGREEMENTSeverance Benefits Agreement • November 2nd, 2007 • Harley Davidson Inc • Motorcycles, bicycles & parts • Wisconsin
THIS AGREEMENT, entered into as of the ___ day of ____________, ___ by and between [HARLEY-DAVIDSON, INC. OR SUBSIDIARY COMPANY], a ___________ corporation (“Employer”), and [NAME OF EXECUTIVE] (“Executive”).
HARLEY-DAVIDSON FINANCIAL SERVICES, INC., Issuer, AND HARLEY-DAVIDSON CREDIT CORP., Guarantor, TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of March 4, 2011Indenture • March 7th, 2011 • Harley Davidson Inc • Motorcycles, bicycles & parts • New York
THIS INDENTURE, dated as of March 4, 2011 (the “Indenture”) among HARLEY-DAVIDSON FINANCIAL SERVICES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 222 West Adams Street, Suite 2000, Chicago, Illinois 60606, HARLEY-DAVIDSON CREDIT CORP., a corporation duly organized and existing under the laws of the State of Nevada (the “Guarantor”), having its principal office at 3850 Arrowhead Drive, Carson City, Nevada 89706, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”), the office of the trustee at which at the date hereof its corporate trust business is principally administered being 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602.
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between...Intellectual Property License Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware
This Intellectual Property License Agreement (this “Agreement”) is entered into as of September 26, 2022, by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). HD and LiveWire are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Separation Agreement (as defined below).
TRANSITION AGREEMENTTransition Agreement • February 23rd, 2010 • Harley Davidson Inc • Motorcycles, bicycles & parts • Wisconsin
AGREEMENT dated the day of between Harley-Davidson, Inc., a Wisconsin corporation (the “Corporation”), and (the “Executive”). Unless otherwise indicated, terms used herein and defined in Schedule A shall have the meanings assigned to them in Schedule A.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2022, is made and entered into by and among LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.), a Delaware corporation (“HoldCo”), AEA-Bridges Impact Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), the equityholder of LiveWire EV LLC, a Delaware limited liability company (the “Target”), set forth on Schedule I hereto (such equityholder, the “Target Holder”) and certain shareholders of AEA-Bridges Impact Corp., a Cayman Islands exempted company (“SPAC”), set forth on Schedule II hereto (such shareholders, the “SPAC Holders” and, collectively with the Sponsor, the Target Holder and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.3 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as de
CONTRACT MANUFACTURING AGREEMENTContract Manufacturing Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware
This CONTRACT MANUFACTURING AGREEMENT (this “Agreement”) is made as of September 26, 2022 (the “Effective Date”), by and between Harley-Davidson Motor Company Group, LLC, a limited liability company formed in Wisconsin, United States of America (“HD”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). HD and LiveWire are each a “Party” and are sometimes referred to herein collectively as the “Parties.”
TRANSITION AGREEMENTTransition Agreement • November 5th, 2020 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Wisconsin
AGREEMENT dated the ____ day of _____________, between Harley-Davidson, Inc., a Wisconsin corporation (the “Corporation”), and _______________ (the “Executive”). Unless otherwise indicated, terms used herein and defined in Schedule A shall have the meanings assigned to them in Schedule A.
TRANSITION AGREEMENTTransition Agreement • May 3rd, 2007 • Harley Davidson Inc • Motorcycles, bicycles & parts • Wisconsin
AGREEMENT dated the 1st day of February, 2007 between Harley-Davidson, Inc., a Wisconsin corporation (the “Corporation”), and Saiyid T. Naqvi (the “Executive”). Unless otherwise indicated, terms used herein and defined in Schedule A shall have the meanings assigned to them in Schedule A.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HARLEY-DAVIDSON, INC. AND LIVEWIRE EV, LLC DATED AS OF SEPTEMBER 26, 2022Employee Matters Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware
This Employee Matters Agreement (the “Agreement”) is entered into effective as of September 26, 2022, by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV, LLC, a Delaware limited liability company and wholly owned subsidiary of HD (“LiveWire”), each a “Party” and together, the “Parties.” Capitalized terms used but not otherwise defined shall have the respective meanings assigned to them in Article I.
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. SEPARATION AGREEMENT by and between HARLEY-DAVIDSON,...Separation Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware
This SEPARATION AGREEMENT is entered into effective as of September 26, 2022 (this “Agreement”) by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”) and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). HD and LiveWire are each a “Party” and are sometimes referred to herein collectively as the “Parties.”
4-YEAR CREDIT AGREEMENT Dated as of April 28, 2011 among HARLEY-DAVIDSON, INC. and HARLEY-DAVIDSON FUNDING CORP., as the U.S. Borrowers, HARLEY-DAVIDSON FINANCIAL SERVICES, INC., HARLEY-DAVIDSON CREDIT CORP. and Certain Other Subsidiaries of...Credit Agreement • May 4th, 2011 • Harley Davidson Inc • Motorcycles, bicycles & parts • New York
This 4-Year Credit Agreement dated as of April 28, 2011 is entered into among Harley-Davidson, Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation, Harley-Davidson Financial Services, Inc., a Delaware corporation, Harley-Davidson Credit Corp., a Nevada corporation, certain other Subsidiaries of Harley from time to time a party hereto as Opco Guarantors, the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement or an assignment and assumption pursuant to Section 13.3, JPMorgan Chase Bank, N.A., as the Global Administrative Agent, Citibank, N.A., in its capacity as Syndication Agent and BNP Paribas, The Royal Bank of Scotland plc, U.S. Bank National Association and Deutsche Bank AG, New York Branch, each in its capacity as a Documentation Agent. The parties hereto agree as follows:
TAX MATTERS AGREEMENT by and between Harley-Davidson, Inc. and LiveWire Group, Inc. Dated September 26, 2022Tax Matters Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware
This Tax Matters Agreement, dated September 26, 2022 (the “Agreement”), is by and between Harley-Davidson, Inc. (“H-D”) and LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.) (“LiveWire”). H-D and LiveWire are sometimes referred to herein as the “Parties” and each a “Party.”
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. MASTER SERVICES AGREEMENTMaster Services Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware
This Master Services Agreement (together with the Exhibits and Statements of Work hereto, the “Agreement”), effective as of September 26, 2022 (the “Effective Date”), is entered by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). Each of HD and LiveWire is referred to herein individually as a “Party” and together as the “Parties.”
SEVERANCE BENEFITS AGREEMENTSeverance Benefits Agreement • February 23rd, 2010 • Harley Davidson Inc • Motorcycles, bicycles & parts • Wisconsin
THIS AGREEMENT, entered into as of the day of , by and between [HARLEY-DAVIDSON, INC. OR SUBSIDIARY COMPANY], a corporation (“Employer”), and [NAME OF EXECUTIVE] (“Executive”).
AMENDMENT NO. 1 Dated as of April 30, 2009 to CREDIT AGREEMENT Dated as of July 16, 2008Credit Agreement • May 6th, 2009 • Harley Davidson Inc • Motorcycles, bicycles & parts • New York
THIS AMENDMENT NO. 1 (“Amendment”) is made as of April 30, 2009 (the “Effective Date”) by and among Harley-Davidson, Inc., a Wisconsin corporation, Harley-Davidson Funding Corp., a Nevada corporation, Harley-Davidson Financial Services Europe Limited, a company incorporated and organized under the laws of England and Wales and Harley-Davidson Financial Services Canada, Inc., a corporation organized under the laws of Canada (collectively, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Global Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of July 16, 2008 by and among the Borrowers, the Lenders and the Administrative Agent (as amended prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
