A LEGEND SUBSTANTIALLY SIMILAR
TO THE FOLLOWING LEGEND:
The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates.
Before you invest,
you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering.
You may get these documents for free by visiting
EDGAR on the SEC website at .
Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you
the prospectus if you request it by calling toll-free 1-8[xx-xxx-xxxx].
(H)
IN THE EVENT THE TRUST DEPOSITOR OR HARLEY-DAVIDSON BECOMES AWARE
THAT, AS OF THE TIME OF SALE, ANY TIME OF SALE INFORMATION CONTAINS OR CONTAINED
ANY UNTRUE STATEMENT OF MATERIAL FACT OR OMITS OR OMITTED TO STATE A MATERIAL
FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN (WHEN READ IN
CONJUNCTION WITH ALL TIME OF SALE INFORMATION) IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING (A "DEFECTIVE PROSPECTUS"),
HARLEY-DAVIDSON SHALL PROMPTLY NOTIFY THE UNDERWRITERS OF SUCH UNTRUE STATEMENT
OR OMISSION NO LATER THAN ONE BUSINESS DAY AFTER DISCOVERY AND HARLEY-DAVIDSON
SHALL, IF REQUESTED BY THE UNDERWRITERS, PREPARE AND DELIVER TO THE UNDERWRITERS
A CORRECTED PROSPECTUS.
(I)
IN DISSEMINATING INFORMATION TO PROSPECTIVE INVESTORS, EACH
UNDERWRITER HAS COMPLIED AND WILL CONTINUE TO COMPLY FULLY WITH ALL APPLICABLE
RULES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO RULES 164 AND 433 UNDER THE
ACT AND THE REQUIREMENTS THEREUNDER FOR FILING AND RETENTION OF FREE WRITING
PROSPECTUSES, INCLUDING RETAINING ANY FREE WRITING PROSPECTUSES IT HAS USED BUT
WHICH ARE NOT REQUIRED TO BE FILED FOR THE REQUIRED PERIOD.
(J)
PRIOR TO ENTERING INTO ANY CONTRACT OF SALE, EACH UNDERWRITER
SHALL CONVEY THE TIME OF SALE INFORMATION TO THE PROSPECTIVE INVESTOR.
EACH
UNDERWRITER SHALL MAINTAIN SUFFICIENT RECORDS TO DOCUMENT ITS CONVEYANCE OF THE
TIME OF SALE INFORMATION TO THE POTENTIAL INVESTOR PRIOR TO THE FORMATION OF THE
RELATED CONTRACT OF SALE AND SHALL MAINTAIN SUCH RECORDS AS REQUIRED BY THE
RULES AND REGULATIONS.
(K)
IF A DEFECTIVE PROSPECTUS HAS BEEN CORRECTED WITH A CORRECTED
PROSPECTUS, EACH UNDERWRITER SHALL (A) DELIVER THE CORRECTED PROSPECTUS TO EACH
INVESTOR WITH WHOM IT ENTERED INTO A CONTRACT OF SALE AND THAT RECEIVED THE
DEFECTIVE PROSPECTUS FROM IT PRIOR TO ENTERING INTO A NEW CONTRACT OF SALE WITH
SUCH INVESTOR, (B) NOTIFY SUCH INVESTOR THAT THE PRIOR CONTRACT OF SALE WITH THE
INVESTOR, IF ANY, HAS BEEN TERMINATED AND OF THE INVESTOR'S RIGHTS AS A RESULT
OF SUCH AGREEMENT AND (C) PROVIDE SUCH INVESTOR WITH AN OPPORTUNITY TO AGREE TO
PURCHASE
30
THE OFFERED SECURITIES ON THE TERMS DESCRIBED IN THE CORRECTED PROSPECTUS, IN
EACH CASE AS CONSISTENT WITH THE UNDERWRITER'S GOOD FAITH INTERPRETATION OF THE
REQUIREMENTS OF COMMISSION RELEASE NO. 33-8591.
12.
DEFAULTS OF THE UNDERWRITERS.
IF ANY UNDERWRITER DEFAULTS IN ITS
OBLIGATION TO PURCHASE THE OFFERED SECURITIES HEREUNDER ON THE CLOSING DATE AND
ARRANGEMENTS SATISFACTORY TO THE