EXHIBIT 4.1
_______________________________________________________________
DEERE & COMPANY
▇▇▇▇ DEERE CAPITAL CORPORATION
______________________________
$3,500,000,000
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of February 24, 1998
(Amending and Restating the $3,500,000,000
Amended and Restated Credit Agreement,
dated as of February 25, 1997)
______________________________
THE CHASE MANHATTAN BANK,
as Administrative Agent, as Auction Agent
and as a Managing Agent
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION,
as Documentation Agent and as a Managing Agent
DEUTSCHE BANK AG NEW YORK BRANCH,
as Syndication Agent and as a Managing Agent
THE TORONTO-DOMINION BANK,
as Canadian Administrative Agent and as a Managing Agent
_______________________________________________________________
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February
24, 1998 (amending and restating the $3,500,000,000 Amended and
Restated Credit Agreement, dated as of February 25, 1997), among
(a) DEERE & COMPANY, a Delaware corporation (the "Company"), (b)
▇▇▇▇ DEERE CAPITAL CORPORATION, a Delaware corporation (the
"Capital Corporation"), (c) the several financial institutions
parties hereto (collectively, the "Banks", and individually, a
"Bank"), (d) THE CHASE MANHATTAN BANK, as administrative agent
hereunder (in such capacity, the "Administrative Agent") and as
auction agent hereunder (in such capacity, the "Auction Agent"),
(e) BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
documentation agent hereunder (in such capacity, the
"Documentation Agent"), (f) DEUTSCHE BANK AG NEW YORK BRANCH
(the successor to Deutsche Bank AG Chicago Branch), as
syndication agent hereunder (in such capacity, the "Syndication
Agent"), (g) THE TORONTO-DOMINION BANK, as Canadian
administrative agent hereunder (in such capacity, the "Canadian
Administrative Agent"), (h) THE CHASE MANHATTAN BANK, BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, DEUTSCHE BANK AG
NEW YORK BRANCH (the successor to Deutsche Bank AG Chicago
Branch), THE TORONTO-DOMINION BANK, ▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK, NATIONSBANK, N.A. and THE FIRST NATIONAL
BANK OF CHICAGO as managing agents (collectively, the "Managing
Agents"), and (i) the co-agents identified on the signature
pages hereof (collectively, the "Co-Agents").
W I T N E S S E T H :
WHEREAS, pursuant to the $3,500,000,000 Amended and Restated
Credit Agreement, dated as of February 25, 1997 (the "Existing
Credit Agreement"), among the Borrowers, the Banks, the Agents,
the Managing Agents and the Co-Agents, the Banks parties thereto
have agreed to extend credit to the Borrowers;
WHEREAS, the Borrowers have requested that the Existing
Credit Agreement be amended and restated as hereinafter
provided; and
WHEREAS, the Banks, the Agents, the Managing Agents and the
Co-Agents are willing to agree to such amendment and
restatement;
NOW, THEREFORE, the parties hereto hereby agree that on the
Second Amendment and Restatement Effective Date the Existing
Credit Agreement will be amended and restated in its entirety as
follows:
SUBSECTIONS 1.1 THROUGH 10.7
Subsections 1.1 through 10.7 of the Existing Credit
Agreement, in each case with their respective existing
subsection and Section designations, are hereby incorporated
herein by reference as if set forth in full herein, except that,
for purposes of such incorporation by reference:
Page 1
(a) Subsection 1.1 of the Existing Credit Agreement shall
be deemed amended by (i) deleting the definitions of "Agreement"
and "Termination Date" in their entirety and (ii) inserting the
following definitions in correct alphabetical order:
"`Agreement': this Amended and Restated Credit
Agreement, dated as of February 24, 1998, as amended,
supplemented or modified from time to time.
`Second Amendment and Restatement Effective Date': the
date on which each of the conditions precedent specified in
subsection 4.4 shall have been satisfied. The Administrative
Agent shall notify each Bank of the Second Amendment and
Restatement Effective Date.
`Termination Date': the fifth anniversary of the Second
Amendment and Restatement Effective Date or such later date as
shall be determined pursuant to the provisions of subsection
2.16 with respect to non-Objecting Banks."
(b) Subsection 2.12(b)(i) of the Existing Credit Agreement
shall be deemed amended by inserting immediately following the
words "in respect of Committed Rate Loans" the following:
"(subject to the provisions of subsection 2.21(e))".
(c) Section 2 of the Existing Credit Agreement shall be
deemed amended by adding thereto the following new subsection
2.21:
"2.21 Commitment Increases. (a) At any time after the
Second Amendment and Restatement Effective Date, provided that
no Event of Default shall have occurred and be continuing, the
Borrowers may request an increase of the aggregate Commitments
by notice to the Administrative Agent in writing of the amount
(the "Offered Increase Amount") of such proposed increase (such
notice, a "Commitment Increase Notice"). Any such Commitment
Increase Notice must offer each Bank the opportunity to
subscribe for its pro rata share of the increased Commitments;
provided, however, the Borrowers may, with the consent of the
Administrative Agent (which consent shall not be unreasonably
withheld or delayed), without offering to each Bank the
opportunity to subscribe for its pro rata share of the increased
Commitments, offer to any bank or other financial institution
that is not an existing Bank the opportunity to provide a new
Commitment pursuant to paragraph (b) below if the aggregate
amount of all Commitments made hereunder pursuant to this
proviso which will be in effect when such new Commitment becomes
effective does not exceed $875,000,000. If any portion of the
increased Commitments offered to the Banks as contemplated in
the immediately preceding sentence is not subscribed for by the
Banks, the Borrowers may, with the consent of the Administrative
Agent as to any bank or financial institution that is not at
such time a Bank (which consent shall not be unreasonably
withheld or delayed), offer to any existing Bank or to one or
more additional banks or financial institutions the opportunity
to provide all or a portion of such unsubscribed portion of the
increased Commitments pursuant to paragraph (b) below.
Page 2
(b) Any additional bank or financial institution that
the Borrowers select to offer the opportunity to provide any
portion of the increased Commitments, and that elects to become
a party to this Agreement and provide a Commitment, shall
execute a New Bank Supplement with the Borrowers and the
Administrative Agent, substantially in the form of Exhibit N (a
"New Bank Supplement"), whereupon such bank or financial
institution (a "New Bank") shall become a Bank for all purposes
and to the same extent as if originally a party hereto and shall
be bound by and entitled to the benefits of this Agreement, and
Schedule II shall be deemed to be amended to add the name and
Commitment of such New Bank, provided that the Commitment of any
such New Bank shall be in an amount not less than $10,000,000.
(c) Any Bank that accepts an offer to it by the
Borrowers to increase its Commitment pursuant to this subsection
2.21 shall, in each case, execute a Commitment Increase
Supplement with the Borrowers and the Administrative Agent,
substantially in the form of Exhibit O (a "Commitment Increase
Supplement"), whereupon such Bank (an "Increasing Bank") shall
be bound by and entitled to the benefits of this Agreement with
respect to the full amount of its Commitment as so increased,
and Schedule II shall be deemed to be amended to so increase the
Commitment of such Bank.
(d) The effectiveness of any New Bank Supplement or
Commitment Increase Supplement shall be contingent upon receipt
by the Administrative Agent of such corporate resolutions of the
Borrowers and legal opinions of counsel to the Borrowers as the
Administrative Agent shall reasonably request with respect
thereto and, if a New Bank Supplement indicates that the
relevant New Bank shall be a Tranche B Bank or if the Increasing
Bank is a Tranche B Bank, upon receipt by the Canadian
Administrative Agent of such corporate resolutions of the
Borrowers under the Linked Agreement (the "Linked Borrowers")
and legal opinions of counsel to the Linked Borrowers as the
Canadian Administrative Agent shall reasonably request with
respect thereto.
(e) (i) Except as otherwise provided in subparagraphs
(ii) and (iii) of this paragraph (e), if any bank or financial
institution becomes a New Bank pursuant to subsection 2.21(b) or
any Bank's Commitment is increased pursuant to subsection
2.21(c), additional Committed Rate Loans made on or after the
date of the effectiveness thereof (the "Re-Allocation Date")
shall be made in accordance with the pro rata provisions of
subsection 2.12(b) based on the Commitment Percentages in effect
on and after such Re-Allocation Date (except to the extent that
any such pro rata borrowings would result in any Bank making an
aggregate principal amount of Committed Rate Loans in excess of
its Commitment, in which case such excess amount will be
allocated to, and made by, the relevant New Banks and Increasing
Banks to the extent of, and in accordance with the pro rata
provisions of subsection 2.12(b) based on, their respective
Commitments). On each Re-Allocation Date, the Administrative
Agent shall deliver a notice to each Bank of the adjusted
Commitment Percentages after giving effect to any increase in
the aggregate Commitments made pursuant to this Section 2.21 on
such Re-Allocation Date.
Page 3
(ii) In the event that on any such Re-Allocation
Date there is an unpaid principal amount of ABR Loans, the
applicable Borrower shall make prepayments thereof and one or
both Borrowers shall make borrowings of ABR Loans and/or
Eurodollar Loans, as the applicable Borrower shall determine, so
that, after giving effect thereto, the ABR Loans and Eurodollar
Loans outstanding are held as nearly as may be in accordance
with the pro rata provisions of subsection 2.12(b) based on such
new Commitment Percentages.
(iii) In the event that on any such Re-Allocation
Date there is an unpaid principal amount of Eurodollar Loans,
such Eurodollar Loans shall remain outstanding with the
respective holders thereof until the expiration of their
respective Interest Periods (unless the applicable Borrower
elects to prepay any thereof in accordance with the applicable
provisions of this Agreement), and on the last day of the
respective Interest Periods the applicable Borrower shall make
prepayments thereof and one or both Borrowers shall make
borrowings of ABR Loans and/or Eurodollar Loans so that, after
giving effect thereto, the ABR Loans and Eurodollar Loans
outstanding are held as nearly as may be in accordance with the
pro rata provisions of subsection 2.12(b) based on such new
Commitment Percentages.
(f) Notwithstanding anything to the contrary in this
subsection 2.21, (i) in no event shall any transaction effected
pursuant to this subsection 2.21 cause the aggregate Commitments
to exceed $4,900,000,000, (ii) the Commitment of an individual
Bank shall not, as a result of providing a new Commitment or of
increasing its existing Commitment pursuant to this subsection
2.21, exceed 15% of the aggregate Commitments on any Re-
Allocation Date and (iii) no Bank shall have any obligation to
increase its Commitment unless it agrees to do so in its sole
discretion.
(g) The Borrowers, at their own expense, shall execute
and deliver to the Administrative Agent in exchange for the
surrendered Notes of any Bank, if any, new Notes to the order of
such Bank, if requested, in an amount equal to the Commitment of
such Bank after giving effect to any increase in such Bank's
Commitment."
(d) Section 3 of the Existing Credit Agreement shall be
deemed amended by (i) deleting the date "October 31, 1996"
contained in the first sentence of subsection 3.1 of the
Existing Credit Agreement and substituting in lieu thereof the
date "October 31, 1997" and (ii) adding thereto the following
new subsection 3.12:
"3.12 Representations and Warranties on Second
Amendment and Restatement Effective Date. The representations
and warranties made by such Borrower in subsections 3.1 through
3.10 are true and correct in all material respects on and as of
the Second Amendment and Restatement Effective Date, as if made
on and as of the Second Amendment and Restatement Effective
Date, except to the extent such representations and warranties
expressly relate to an earlier date."
(e) Section 4 of the Existing Credit Agreement shall be
deemed amended by deleting the introductory clause of subsection
4.2 of the Existing Credit Agreement and substituting in lieu
thereof the following:
Page 4
"Conditions of Loans. The obligation of each Bank to
make any Loans (which shall include the initial Loan to be made
by it hereunder but shall not include any Loan made pursuant to
subsection 2.21(e)(ii) or (iii) if, after the making of such
Loan and the application of the proceeds thereof, the aggregate
outstanding principal amount of the Committed Rate Loans would
not be increased) to be made by it hereunder is subject to the
satisfaction of the following conditions precedent:"
(f) Section 4 of the Existing Credit Agreement shall be
deemed further amended by adding thereto the following new
subsection 4.4:
"4.4 Conditions to Second Amendment and Restatement
Effective Date. The Second Amendment and Restatement Effective
Date shall be the date of satisfaction of the following
conditions precedent:
(a) Counterparts. The Administrative Agent shall have
received counterparts hereof, executed by all of the parties
hereto.
(b) Resolutions. The Administrative Agent shall have
received, with a counterpart for each Bank, resolutions,
certified by the Secretary or an Assistant Secretary of each
Borrower, in form and substance satisfactory to the
Administrative Agent, adopted by the Board of Directors of such
Borrower authorizing the execution of this Agreement and the
performance of its obligations hereunder and any borrowings
hereunder from time to time.
(c) Legal Opinions. The Administrative Agent shall
have received, with a counterpart for each Bank, an opinion of
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., or his successor, as general counsel,
or an associate general counsel, for each of the Borrowers,
dated the Second Amendment and Restatement Effective Date and
addressed to the Agents and the Banks, substantially in the form
of the opinion of such counsel rendered on the Amendment and
Restatement Effective Date with changes therein to reflect that
such opinion is in respect of this Agreement and is rendered on
the Second Amendment and Restatement Effective Date, and an
opinion of Shearman & Sterling, special counsel to the
Borrowers, dated the Second Amendment and Restatement Effective
Date and addressed to the Agents and the Banks, substantially in
the form of the opinion of such counsel rendered on the
Amendment and Restatement Effective Date with changes therein to
reflect that such opinion is in respect of this Agreement and is
rendered on the Second Amendment and Restatement Effective Date.
Such opinions shall also cover such other matters incident to
the transactions contemplated by this Agreement as the
Administrative Agent shall reasonably require.
(d) Incumbency Certificate. The Administrative Agent
shall have received, with a counterpart for each Bank, a
certificate of the Secretary or an Assistant Secretary of each
Borrower certifying the names and true signatures of the
officers of such Borrower authorized to sign this Agreement,
together with evidence of the incumbency of such Secretary or
Assistant Secretary.
Page 5
(e) Repayment of Amounts Under Existing Credit
Agreement. The Administrative Agent shall have received
evidence satisfactory to it that (i) all principal of and
interest on Loans, if any, outstanding under the Existing
Agreement shall have been repaid in full and (ii) all other
amounts payable under the Existing Credit Agreement to any Bank
that is a party to the Existing Credit Agreement but is not a
party to this Agreement shall have been paid in full.
(f) Additional Matters. All other documents which the
Administrative Agent may reasonably request in connection with
the transactions contemplated by this Agreement shall be
reasonably satisfactory in form and substance to the
Administrative Agent and its counsel."
(g) Subsection 10.5(d) of the Existing Credit Agreement
shall be deemed amended by (i) inserting immediately following
the words "("Purchasing Banks")," in the first sentence thereof
the following: "all or" and (ii) inserting immediately following
the words "sell any portion" in the last sentence thereof the
following: "(less than 100%)".
SUBSECTIONS 10.8 THROUGH 10.12
10.8 Counterparts. This Agreement may be executed by one
or more of the parties to this Agreement on any number of
separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrowers and the
Administrative Agent.
10.9 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
10.10 Consent to Jurisdiction and Service of Process. All
judicial proceedings brought against the Borrowers with respect
to this Agreement may be brought in any state or federal court
of competent jurisdiction in the State of New York, and, by
execution and delivery of this Agreement, the Borrowers accept,
for themselves and in connection with their properties,
generally and unconditionally, the non-exclusive jurisdiction of
the aforesaid courts and irrevocably agree to be bound by any
final judgment rendered thereby in connection with this
Agreement from which no appeal has been taken or is available.
The Borrowers irrevocably agree that all process in any such
proceedings in any such court may be effected by mailing a copy
thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to them at their
addresses set forth in subsection 10.2 or at such other address
of which the Administrative Agent shall have been notified
pursuant thereto, such service being hereby acknowledged by the
Borrowers to be effective and binding service in every respect.
Page 6
Each of the Borrowers, the Agents and the Banks irrevocably
waives any objection, including without limitation, any
objection to the laying of venue or based on the grounds of
forum non conveniens which it may now or hereafter have to the
bringing of any such action or proceeding in any such
jurisdiction. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the
right of any Agent or any Bank to bring proceedings against the
Borrowers in the courts of any other jurisdiction.
10.11 Schedule I and Exhibits. Schedule I and Exhibits A
through M of the Existing Credit Agreement are hereby
incorporated by reference as Schedule I and Exhibits A through M
hereto, respectively. For purposes of such incorporation by
reference, such Exhibits shall be deemed modified to incorporate
any modifications made pursuant to this Agreement.
10.12 Exiting Banks. Each Bank which after the Second
Amendment and Restatement Effective Date no longer holds a
Commitment (an "Exiting Bank") is executing this Agreement
solely for the purpose of acknowledging that its Commitment will
terminate on the Second Amendment and Restatement Effective Date
upon repayment in full of all amounts owing to it under the
Existing Credit Agreement on the Second Amendment and
Restatement Effective Date. The modifications effected by this
Agreement are being approved by Banks holding 100% of the
Commitments after giving effect to termination of the
Commitments of the Exiting Banks on the Second Amendment and
Restatement Effective Date. On the Second Amendment and
Restatement Effective Date, the Borrowers shall effect such
borrowings and repayments among the Banks (which need not be pro
rata among the Banks) so that, after giving effect thereto, the
respective principal amounts of the Committed Rate Loans held by
the Banks shall be pro rata according to their respective
Commitment Percentages, as amended hereby, the Borrowers being
obligated to pay any amounts due pursuant to subsection 2.14 of
this Agreement in connection with such prepayments.
Page 7
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first
above written.
DEERE & COMPANY
Attested by:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------- ------------------------
Title: Assistant Secretary Title: Senior Vice President
▇▇▇▇ DEERE CAPITAL CORPORATION
Attested by:
/s/ Timur Gok By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------- ------------------------
Title: Assistant Secretary Title: Senior Vice President
Page 8
THE CHASE MANHATTAN BANK,
as Administrative Agent, as Auction
Agent, as a Managing Agent and as a Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
BANK OF AMERICA NT & SA,
as Documentation Agent,
as a Managing Agent and as a Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Managing Director
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Syndication Agent and as a Managing Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCHES, as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
Page 9
THE TORONTO-DOMINION BANK, as Canadian
Administrative Agent and as a Managing Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title: Manager Credit Administration
TORONTO DOMINION (TEXAS), INC.,
as a Bank
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as a Managing Agent and as a Bank
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Title: Senior Vice President
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK,
as a Managing Agent and as a Bank
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
NATIONSBANK N.A.,
as a Managing Agent and as a Bank
By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
--------------------------
Title: Vice President
Page 10
ABN AMRO BANK N.V.,
as a Co-Agent and as a Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Title: Vice President
THE BANK OF NEW YORK,
as a Co-Agent and as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
--------------------------
Title: Vice President
CREDIT AGRICOLE INDOSUEZ,
as a Co-Agent and as a Bank
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Title: Executive Vice President
Deputy General Manager - USA
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Title: Senior Vice President
Branch Manager
ROYAL BANK OF CANADA,
as a Co-Agent and as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Title: Senior Manager
Page 11
SOCIETE GENERALE, CHICAGO BRANCH,
as a Co-Agent and as a Bank
By: /s/ ▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------
Title: Corporate Banking Manager - Midwest
THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Title: Deputy General Manager
BANQUE NATIONALE DE PARIS
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
--------------------------
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Title: Managing Director CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp. AS AGENT
COMMONWEALTH BANK OF AUSTRALIA
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Title: Vice President
Page 12
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
MELLON BANK NA
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Title: First Vice President
WACHOVIA BANK N.A.
By: /s/ ▇▇▇▇ ▇. Eagle
--------------------------
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Joint General Manager
LONG-TERM CREDIT BANK OF JAPAN, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Title: Executive Vice President
Page 13
SCHEDULE II
COMMITMENTS
Bank Commitment
---- ----------
PART A:
------
The Chase Manhattan Bank $332,500,000
Bank of America National Trust and 262,500,000
Savings Association
Deutsche Bank AG New York and/or 262,500,000
Cayman Islands Branches
The First National Bank of Chicago 262,500,000
▇▇▇▇▇▇ Guaranty Trust Company of New York 262,500,000
NationsBank, N.A. 262,500,000
ABN AMRO Bank N.V. 175,000,000
The Bank of New York 175,000,000
Credit Agricole Indosuez 175,000,000
Societe Generale 175,000,000
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch 87,500,000
Banque Nationale de Paris, Chicago Branch 87,500,000
Commonwealth Bank of Australia 87,500,000
Credit Suisse First Boston 87,500,000
Mellon Bank, N.A. 87,500,000
Wachovia Bank, N.A. 87,500,000
The Fuji Bank, Limited 52,500,000
The Long Term Credit Bank of Japan, Ltd. 52,500,000
Total $2,974,500,000
Part B:
------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇), Inc. $262,500,000
Royal Bank of Canada 175,000,000
CIBC, Inc. 87,500,000
Total $525,000,000
SCHEDULE III
ADDRESSES FOR NOTICES
The Chase Manhattan Bank
Attention: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Bank of America NT & SA
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Deutsche Bank AG, New York and/or
Cayman Islands Branches
Attention: ▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Toronto Dominion (Texas), Inc.
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
TD Securities (USA) Inc.
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 1
The First National Bank of Chicago
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
One First ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ Guaranty Trust Company of New York
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
NationsBank, N.A.
Attention: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
ABN AMRO Bank N.V.
Attention: Loan Administration
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The Bank of New York
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 2
Credit Agricole Indosuez
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Royal Bank of Canada
Grand Cayman (North America No. 1 Branch)
c/o New York Branch
Financial Square, 23rd Floor
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
for all matters except those related
to Bid Loans and Negotiated Rate Loans:
Attention: Manager, Loans Administration
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
for matters related to Bid Loans
and Negotiated Rate Loans:
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Royal Bank of Canada
Attention: ▇.▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Societe Generale
Attention: ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 3
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇/4711
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Banque Nationale de Paris, Chicago Branch
Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
CIBC Inc.
Attention: ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Commonwealth Bank (New York)
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Credit Suisse First Boston
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Risk Management
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Mellon Bank, N.A.
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
4355 One Mellon Bank Center
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 4
Wachovia Bank, N.A.
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The Fuji Bank, Limited
Attention: ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The Long-Term Credit Bank of Japan, Ltd.
Attention: ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 5
EXHIBIT N
FORM OF
NEW BANK SUPPLEMENT
SUPPLEMENT, dated _______ __, to the $3,500,000,000 Amended
and Restated Credit Agreement (as in effect on the date hereof,
the "Credit Agreement") dated as of February 24, 1998, among
Deere & Company (the "Company"), ▇▇▇▇ Deere Capital Corporation,
the banks and other financial institutions from time to time
party thereto (each a "Bank," and together the "Banks"), The
Chase Manhattan Bank, as Administrative Agent (in such capacity,
the "Administrative Agent") and as Auction Agent (in such
capacity, the "Auction Agent") for the Banks, Bank of America
National Trust and Savings Association, as Documentation Agent,
Deutsche Bank AG New York Branch, as Syndication Agent, The
Toronto-Dominion Bank, as Canadian Administrative Agent, the
Managing Agents named therein and the Co-Agents named therein.
Unless the context otherwise requires, all capitalized terms
used herein without definition shall have the meanings ascribed
to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Credit Agreement provides in Section 2.21
thereof that any bank or financial institution, although not
originally a party thereto, may become a party to the Credit
Agreement in accordance with the terms thereof by executing and
delivering to the Borrowers and the Administrative Agent a
supplement to the Credit Agreement in substantially the form of
this Supplement; and
WHEREAS, the undersigned was not an original party to the
Credit Agreement but now desires to become a party thereto;
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by the provisions of
the Credit Agreement and agrees that it shall, on the date this
Supplement is accepted by the Borrowers and the Administrative
Agent, become a Tranche [A] [B] Bank for all purposes of the
Credit Agreement to the same extent as if originally a party
thereto, with a Commitment of $__________________.
2. The undersigned (a) represents and warrants that it is
legally authorized to enter into this Supplement; (b) confirms
that it has received a copy of the Credit Agreement, together
with copies of the financial statements delivered pursuant to
Section 5.1 thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and
decision to enter into this Supplement; (c) agrees that it has
made and will, independently and without reliance upon any
Agent, Managing Agent or Co-Agent or any other Bank and based on
such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement or any instrument
or document furnished pursuant hereto or thereto; (d) appoints
Page N-1
and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers
and discretion under the Credit Agreement or any instrument or
document furnished pursuant hereto or thereto as are delegated
to the Administrative Agent by the terms thereof, together with
such powers as are incidental thereto; (e) appoints and
authorizes the Auction Agent to take such action as auction
agent on its behalf and to exercise such powers and discretion
under the Credit Agreement or any instrument or document
furnished pursuant hereto or thereto as are delegated to the
Auction Agent by the terms thereof, together with such powers as
are incidental thereto; and (f) agrees that it will be bound by
the provisions of the Credit Agreement and will perform in
accordance with its terms all the obligations which by the terms
of the Credit Agreement are required to be performed by it as a
Bank including, without limitation, its obligation pursuant to
subsection 2.17(c) of the Credit Agreement.
3. The undersigned's address for notices for the purposes
of the Credit Agreement is as follows:
_______________________________
Attention:_____________________
_______________________________
_______________________________
Fax:___________________________
IN WITNESS WHEREOF, the undersigned has caused this
Supplement to be executed and delivered by a duly authorized
officer on the date first above written.
[NAME OF NEW BANK]
By: _________________________
Title:
Accepted this _____ day of
____________________, ____
DEERE & COMPANY
By:_________________________
Title:
Page N-2
▇▇▇▇ DEERE CAPITAL CORPORATION
By:_________________________
Title:
Accepted this _____ day of
____________________, ____
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:_________________________
Title:
Page N-3
EXHIBIT O
FORM OF
COMMITMENT INCREASE SUPPLEMENT
SUPPLEMENT, dated _______ __, to the $3,500,000,000 Amended
and Restated Credit Agreement (as in effect on the date hereof,
the "Credit Agreement") dated as of February 24, 1998, among
Deere & Company (the "Company"), ▇▇▇▇ Deere Capital Corporation,
the banks and other financial institutions from time to time
party thereto (each a "Bank," and together the "Banks"), The
Chase Manhattan Bank, as Administrative Agent (in such capacity,
the "Administrative Agent") and as Auction Agent (in such
capacity, the "Auction Agent") for the Banks, Bank of America
National Trust and Savings Association, as Documentation Agent,
Deutsche Bank AG New York Branch, as Syndication Agent, The
Toronto-Dominion Bank, as Canadian Administrative Agent, the
Managing Agents named therein and the Co-Agents named therein.
Unless the context otherwise requires, all capitalized terms
used herein without definition shall have the meanings ascribed
to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to the provisions of Section 2.21 of the
Credit Agreement, the undersigned may increase the amount of its
Commitment in accordance with the terms thereof by executing and
delivering to the Borrowers and the Administrative Agent a
supplement to the Credit Agreement in substantially the form of
this Supplement; and
WHEREAS, the undersigned now desires to increase the amount
of its Commitment under the Credit Agreement;
NOW THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees, subject to the terms and
conditions of the Credit Agreement, that on the date this
Supplement is accepted by the Borrowers and the Administrative
Agent it shall have its Commitment increased by $______________,
thereby making the amount of its Commitment $______________.
IN WITNESS WHEREOF, the undersigned has caused this
Supplement to be executed and delivered by a duly authorized
officer on the date first above written.
[NAME OF NEW BANK]
By: _________________________
Title:
Page O-1
Accepted this _____ day of
____________________, ____
DEERE & COMPANY
By:_________________________
Title:
▇▇▇▇ DEERE CAPITAL CORPORATION
By:_________________________
Title:
Accepted this _____ day of
____________________, ____
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:_________________________
Title:
Page O-2
_______________________________________________________________
DEERE & COMPANY
▇▇▇▇ DEERE CAPITAL CORPORATION
______________________________
$1,500,000,000
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of February 24, 1998
(Amending and Restating the $500,000,000
Amended and Restated Credit Agreement,
dated as of February 25, 1997)
______________________________
THE CHASE MANHATTAN BANK,
as Administrative Agent, as Auction Agent
and as a Managing Agent
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION,
as Documentation Agent and as a Managing Agent
DEUTSCHE BANK AG NEW YORK BRANCH,
as Syndication Agent and as a Managing Agent
THE TORONTO-DOMINION BANK,
as Canadian Administrative Agent and as a Managing Agent
_______________________________________________________________
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February
24, 1998 (amending and restating the $500,000,000 Amended and
Restated Credit Agreement, dated as of February 25, 1997), among
(a) DEERE & COMPANY, a Delaware corporation (the "Company"), (b)
▇▇▇▇ DEERE CAPITAL CORPORATION, a Delaware corporation (the
"Capital Corporation"), (c) the several financial institutions
parties hereto (collectively, the "Banks", and individually, a
"Bank"), (d) THE CHASE MANHATTAN BANK, as administrative agent
hereunder (in such capacity, the "Administrative Agent") and as
auction agent hereunder (in such capacity, the "Auction Agent"),
(e) BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
documentation agent hereunder (in such capacity, the
"Documentation Agent"), (f) DEUTSCHE BANK AG NEW YORK BRANCH
(the successor to Deutsche Bank AG Chicago Branch), as
syndication agent hereunder (in such capacity, the "Syndication
Agent"), (g) THE TORONTO-DOMINION BANK, as Canadian
administrative agent hereunder (in such capacity, the "Canadian
Administrative Agent"), (h) THE CHASE MANHATTAN BANK, BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, DEUTSCHE BANK AG
NEW YORK BRANCH (the successor to Deutsche Bank AG Chicago
Branch), THE TORONTO-DOMINION BANK, ▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK, NATIONSBANK, N.A. and THE FIRST NATIONAL
BANK OF CHICAGO as managing agents (collectively, the "Managing
Agents"), and (i) the co-agents identified on the signature
pages hereof (collectively, the "Co-Agents").
W I T N E S S E T H :
WHEREAS, pursuant to the $500,000,000 Amended and Restated
Credit Agreement, dated as of February 25, 1997 (the "Existing
Credit Agreement"), among the Borrowers, the Banks, the Agents,
the Managing Agents and the Co-Agents, the Banks parties thereto
have agreed to extend credit to the Borrowers;
WHEREAS, the Borrowers have requested that the Existing
Credit Agreement be amended and restated as hereinafter
provided; and
WHEREAS, the Banks, the Agents, the Managing Agents and the
Co-Agents are willing to agree to such amendment and
restatement;
NOW, THEREFORE, the parties hereto hereby agree that on the
Second Amendment and Restatement Effective Date the Existing
Credit Agreement will be amended and restated in its entirety as
follows:
SUBSECTIONS 1.1 THROUGH 10.7
Subsections 1.1 through 10.7 of the Existing Credit
Agreement, in each case with their respective existing
subsection and Section designations, are hereby incorporated
herein by reference as if set forth in full herein, except that,
for purposes of such incorporation by reference:
Page 1
(a) Subsection 1.1 of the Existing Credit Agreement shall
be deemed amended by (i) deleting the definitions of "Agreement"
and "Termination Date" in their entirety and (ii) inserting the
following definitions in correct alphabetical order:
"`Agreement': this Amended and Restated Credit
Agreement, dated as of February 24, 1998, as amended,
supplemented or modified from time to time.
`Second Amendment and Restatement Effective Date': the
date on which each of the conditions precedent specified in
subsection 4.4 shall have been satisfied. The Administrative
Agent shall notify each Bank of the Second Amendment and
Restatement Effective Date.
`Termination Date': the date which is 364 days after
the Second Amendment and Restatement Effective Date or such
later date as shall be determined pursuant to the provisions of
subsection 2.16 with respect to non-Objecting Banks."
(b) Subsection 2.12(b)(i) of the Existing Credit Agreement
shall be deemed amended by inserting immediately following the
words "in respect of Committed Rate Loans" the following:
"(subject to the provisions of subsection 2.21(e))".
(c) Section 2 of the Existing Credit Agreement shall be
deemed amended by adding thereto the following new subsection
2.21:
"2.21 Commitment Increases. (a) At any time after the
Second Amendment and Restatement Effective Date, provided that
no Event of Default shall have occurred and be continuing, the
Borrowers may request an increase of the aggregate Commitments
by notice to the Administrative Agent in writing of the amount
(the "Offered Increase Amount") of such proposed increase (such
notice, a "Commitment Increase Notice"). Any such Commitment
Increase Notice must offer each Bank the opportunity to
subscribe for its pro rata share of the increased Commitments;
provided, however, the Borrowers may, with the consent of the
Administrative Agent (which consent shall not be unreasonably
withheld or delayed), without offering to each Bank the
opportunity to subscribe for its pro rata share of the increased
Commitments, offer to any bank or other financial institution
that is not an existing Bank the opportunity to provide a new
Commitment pursuant to paragraph (b) below if the aggregate
amount of all Commitments made hereunder pursuant to this
proviso which will be in effect when such new Commitment becomes
effective does not exceed $375,000,000. If any portion of the
increased Commitments offered to the Banks as contemplated in
the immediately preceding sentence is not subscribed for by the
Banks, the Borrowers may, with the consent of the Administrative
Agent as to any bank or financial institution that is not at
such time a Bank (which consent shall not be unreasonably
withheld or delayed), offer to any existing Bank or to one or
more additional banks or financial institutions the opportunity
to provide all or a portion of such unsubscribed portion of the
increased Commitments pursuant to paragraph (b) below.
Page 2
(b) Any additional bank or financial institution that
the Borrowers select to offer the opportunity to provide any
portion of the increased Commitments, and that elects to become
a party to this Agreement and provide a Commitment, shall
execute a New Bank Supplement with the Borrowers and the
Administrative Agent, substantially in the form of Exhibit N (a
"New Bank Supplement"), whereupon such bank or financial
institution (a "New Bank") shall become a Bank for all purposes
and to the same extent as if originally a party hereto and shall
be bound by and entitled to the benefits of this Agreement, and
Schedule II shall be deemed to be amended to add the name and
Commitment of such New Bank, provided that the Commitment of any
such New Bank shall be in an amount not less than $10,000,000.
(c) Any Bank that accepts an offer to it by the
Borrowers to increase its Commitment pursuant to this subsection
2.21 shall, in each case, execute a Commitment Increase
Supplement with the Borrowers and the Administrative Agent,
substantially in the form of Exhibit O (a "Commitment Increase
Supplement"), whereupon such Bank (an "Increasing Bank") shall
be bound by and entitled to the benefits of this Agreement with
respect to the full amount of its Commitment as so increased,
and Schedule II shall be deemed to be amended to so increase the
Commitment of such Bank.
(d) The effectiveness of any New Bank Supplement or
Commitment Increase Supplement shall be contingent upon receipt
by the Administrative Agent of such corporate resolutions of the
Borrowers and legal opinions of counsel to the Borrowers as the
Administrative Agent shall reasonably request with respect
thereto and, if a New Bank Supplement indicates that the
relevant New Bank shall be a Tranche B Bank or if the Increasing
Bank is a Tranche B Bank, upon receipt by the Canadian
Administrative Agent of such corporate resolutions of the
Borrowers under the Linked Agreement (the "Linked Borrowers")
and legal opinions of counsel to the Linked Borrowers as the
Canadian Administrative Agent shall reasonably request with
respect thereto.
(e) (i) Except as otherwise provided in subparagraphs
(ii) and (iii) of this paragraph (e), if any bank or financial
institution becomes a New Bank pursuant to subsection 2.21(b) or
any Bank's Commitment is increased pursuant to subsection
2.21(c), additional Committed Rate Loans made on or after the
date of the effectiveness thereof (the "Re-Allocation Date")
shall be made in accordance with the pro rata provisions of
subsection 2.12(b) based on the Commitment Percentages in effect
on and after such Re-Allocation Date (except to the extent that
any such pro rata borrowings would result in any Bank making an
aggregate principal amount of Committed Rate Loans in excess of
its Commitment, in which case such excess amount will be
allocated to, and made by, the relevant New Banks and Increasing
Banks to the extent of, and in accordance with the pro rata
provisions of subsection 2.12(b) based on, their respective
Commitments). On each Re-Allocation Date, the Administrative
Agent shall deliver a notice to each Bank of the adjusted
Commitment Percentages after giving effect to any increase in
the aggregate Commitments made pursuant to this Section 2.21 on
such Re-Allocation Date.
Page 3
(ii) In the event that on any such Re-Allocation
Date there is an unpaid principal amount of ABR Loans, the
applicable Borrower shall make prepayments thereof and one or
both Borrowers shall make borrowings of ABR Loans and/or
Eurodollar Loans, as the applicable Borrower shall determine, so
that, after giving effect thereto, the ABR Loans and Eurodollar
Loans outstanding are held as nearly as may be in accordance
with the pro rata provisions of subsection 2.12(b) based on such
new Commitment Percentages.
(iii) In the event that on any such Re-Allocation
Date there is an unpaid principal amount of Eurodollar Loans,
such Eurodollar Loans shall remain outstanding with the
respective holders thereof until the expiration of their
respective Interest Periods (unless the applicable Borrower
elects to prepay any thereof in accordance with the applicable
provisions of this Agreement), and on the last day of the
respective Interest Periods the applicable Borrower shall make
prepayments thereof and one or both Borrowers shall make
borrowings of ABR Loans and/or Eurodollar Loans so that, after
giving effect thereto, the ABR Loans and Eurodollar Loans
outstanding are held as nearly as may be in accordance with the
pro rata provisions of subsection 2.12(b) based on such new
Commitment Percentages.
(f) Notwithstanding anything to the contrary in this
subsection 2.21, (i) in no event shall any transaction effected
pursuant to this subsection 2.21 cause the aggregate Commitments
to exceed $2,100,000,000, (ii) the Commitment of an individual
Bank shall not, as a result of providing a new Commitment or of
increasing its existing Commitment pursuant to this subsection
2.21, exceed 15% of the aggregate Commitments on any Re-
Allocation Date and (iii) no Bank shall have any obligation to
increase its Commitment unless it agrees to do so in its sole
discretion.
(g) The Borrowers, at their own expense, shall execute
and deliver to the Administrative Agent in exchange for the
surrendered Notes of any Bank, if any, new Notes to the order of
such Bank, if requested, in an amount equal to the Commitment of
such Bank after giving effect to any increase in such Bank's
Commitment."
(d) Section 3 of the Existing Credit Agreement shall be
deemed amended by (i) deleting the date "October 31, 1996"
contained in the first sentence of subsection 3.1 of the
Existing Credit Agreement and substituting in lieu thereof the
date "October 31, 1997" and (ii) adding thereto the following
new subsection 3.12:
"3.12 Representations and Warranties on Second
Amendment and Restatement Effective Date. The representations
and warranties made by such Borrower in subsections 3.1 through
3.10 are true and correct in all material respects on and as of
the Second Amendment and Restatement Effective Date, as if made
on and as of the Second Amendment and Restatement Effective
Date, except to the extent such representations and warranties
expressly relate to an earlier date."
(e) Section 4 of the Existing Credit Agreement shall be
deemed amended by deleting the introductory clause of subsection
4.2 of the Existing Credit Agreement and substituting in lieu
thereof the following:
Page 4
"Conditions of Loans. The obligation of each Bank to
make any Loans (which shall include the initial Loan to be made
by it hereunder but shall not include any Loan made pursuant to
subsection 2.21(e)(ii) or (iii) if, after the making of such
Loan and the application of the proceeds thereof, the aggregate
outstanding principal amount of the Committed Rate Loans would
not be increased) to be made by it hereunder is subject to the
satisfaction of the following conditions precedent:"
(f) Section 4 of the Existing Credit Agreement shall be
deemed further amended by adding thereto the following new
subsection 4.4:
"4.4 Conditions to Second Amendment and Restatement
Effective Date. The Second Amendment and Restatement Effective
Date shall be the date of satisfaction of the following
conditions precedent:
(a) Counterparts. The Administrative Agent shall have
received counterparts hereof, executed by all of the parties
hereto.
(b) Resolutions. The Administrative Agent shall have
received, with a counterpart for each Bank, resolutions,
certified by the Secretary or an Assistant Secretary of each
Borrower, in form and substance satisfactory to the
Administrative Agent, adopted by the Board of Directors of such
Borrower authorizing the execution of this Agreement and the
performance of its obligations hereunder and any borrowings
hereunder from time to time.
(c) Legal Opinions. The Administrative Agent shall
have received, with a counterpart for each Bank, an opinion of
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., or his successor, as general counsel,
or an associate general counsel, for each of the Borrowers,
dated the Second Amendment and Restatement Effective Date and
addressed to the Agents and the Banks, substantially in the form
of the opinion of such counsel rendered on the Amendment and
Restatement Effective Date with changes therein to reflect that
such opinion is in respect of this Agreement and is rendered on
the Second Amendment and Restatement Effective Date, and an
opinion of Shearman & Sterling, special counsel to the
Borrowers, dated the Second Amendment and Restatement Effective
Date and addressed to the Agents and the Banks, substantially in
the form of the opinion of such counsel rendered on the
Amendment and Restatement Effective Date with changes therein to
reflect that such opinion is in respect of this Agreement and is
rendered on the Second Amendment and Restatement Effective Date.
Such opinions shall also cover such other matters incident to
the transactions contemplated by this Agreement as the
Administrative Agent shall reasonably require.
(d) Incumbency Certificate. The Administrative Agent
shall have received, with a counterpart for each Bank, a
certificate of the Secretary or an Assistant Secretary of each
Borrower certifying the names and true signatures of the
officers of such Borrower authorized to sign this Agreement,
together with evidence of the incumbency of such Secretary or
Assistant Secretary.
Page 5
(e) Repayment of Amounts Under Existing Credit
Agreement. The Administrative Agent shall have received
evidence satisfactory to it that (i) all principal of and
interest on Loans, if any, outstanding under the Existing
Agreement shall have been repaid in full and (ii) all other
amounts payable under the Existing Credit Agreement to any Bank
that is a party to the Existing Credit Agreement but is not a
party to this Agreement shall have been paid in full.
(f) Additional Matters. All other documents which the
Administrative Agent may reasonably request in connection with
the transactions contemplated by this Agreement shall be
reasonably satisfactory in form and substance to the
Administrative Agent and its counsel."
(g) Subsection 10.5(d) of the Existing Credit Agreement
shall be deemed amended by (i) inserting immediately following
the words "("Purchasing Banks")," in the first sentence thereof
the following: "all or" and (ii) inserting immediately following
the words "sell any portion" in the last sentence thereof the
following: "(less than 100%)".
SUBSECTIONS 10.8 THROUGH 10.12
10.8 Counterparts. This Agreement may be executed by one
or more of the parties to this Agreement on any number of
separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrowers and the
Administrative Agent.
10.9 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
10.10 Consent to Jurisdiction and Service of Process. All
judicial proceedings brought against the Borrowers with respect
to this Agreement may be brought in any state or federal court
of competent jurisdiction in the State of New York, and, by
execution and delivery of this Agreement, the Borrowers accept,
for themselves and in connection with their properties,
generally and unconditionally, the non-exclusive jurisdiction of
the aforesaid courts and irrevocably agree to be bound by any
final judgment rendered thereby in connection with this
Agreement from which no appeal has been taken or is available.
The Borrowers irrevocably agree that all process in any such
proceedings in any such court may be effected by mailing a copy
thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to them at their
addresses set forth in subsection 10.2 or at such other address
of which the Administrative Agent shall have been notified
pursuant thereto, such service being hereby acknowledged by the
Borrowers to be effective and binding service in every respect.
Page 6
Each of the Borrowers, the Agents and the Banks irrevocably
waives any objection, including without limitation, any
objection to the laying of venue or based on the grounds of
forum non conveniens which it may now or hereafter have to the
bringing of any such action or proceeding in any such
jurisdiction. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the
right of any Agent or any Bank to bring proceedings against the
Borrowers in the courts of any other jurisdiction.
10.11 Schedule I and Exhibits. Schedule I and Exhibits A
through M of the Existing Credit Agreement are hereby
incorporated by reference as Schedule I and Exhibits A through M
hereto, respectively. For purposes of such incorporation by
reference, such Exhibits shall be deemed modified to incorporate
any modifications made pursuant to this Agreement.
10.12 Exiting Banks. Each Bank which after the Second
Amendment and Restatement Effective Date no longer holds a
Commitment (an "Exiting Bank") is executing this Agreement
solely for the purpose of acknowledging that its Commitment will
terminate on the Second Amendment and Restatement Effective Date
upon repayment in full of all amounts owing to it under the
Existing Credit Agreement on the Second Amendment and
Restatement Effective Date. The modifications effected by this
Agreement are being approved by Banks holding 100% of the
Commitments after giving effect to termination of the
Commitments of the Exiting Banks on the Second Amendment and
Restatement Effective Date. On the Second Amendment and
Restatement Effective Date, the Borrowers shall effect such
borrowings and repayments among the Banks (which need not be pro
rata among the Banks) so that, after giving effect thereto, the
respective principal amounts of the Committed Rate Loans held by
the Banks shall be pro rata according to their respective
Commitment Percentages, as amended hereby, the Borrowers being
obligated to pay any amounts due pursuant to subsection 2.14 of
this Agreement in connection with such prepayments.
Page 7
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first
above written.
DEERE & COMPANY
Attested by:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------- ------------------------
Title: Assistant Secretary Title: Senior Vice President
▇▇▇▇ DEERE CAPITAL CORPORATION
Attested by:
/s/ Timur Gok By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------- ------------------------
Title: Assistant Secretary Title: Senior Vice President
Page 8
THE CHASE MANHATTAN BANK,
as Administrative Agent, as Auction
Agent, as a Managing Agent and as a Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
BANK OF AMERICA NT & SA,
as Documentation Agent,
as a Managing Agent and as a Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Managing Director
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Syndication Agent and as a Managing Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCHES, as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
Page 9
THE TORONTO-DOMINION BANK, as Canadian
Administrative Agent and as a Managing Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title: Manager Credit Administration
TORONTO DOMINION (TEXAS), INC.,
as a Bank
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as a Managing Agent and as a Bank
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Title: Senior Vice President
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK,
as a Managing Agent and as a Bank
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
NATIONSBANK N.A.,
as a Managing Agent and as a Bank
By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
--------------------------
Title: Vice President
Page 10
ABN AMRO BANK N.V.,
as a Co-Agent and as a Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Title: Vice President
THE BANK OF NEW YORK,
as a Co-Agent and as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
--------------------------
Title: Vice President
CREDIT AGRICOLE INDOSUEZ,
as a Co-Agent and as a Bank
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Title: Executive Vice President
Deputy General Manager - USA
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Title: Senior Vice President
Branch Manager
ROYAL BANK OF CANADA,
as a Co-Agent and as a Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Title: Senior Manager
Page 11
SOCIETE GENERALE, CHICAGO BRANCH,
as a Co-Agent and as a Bank
By: /s/ ▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------
Title: Corporate Banking Manager - Midwest
THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Title: Deputy General Manager
BANQUE NATIONALE DE PARIS
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
--------------------------
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Title: Managing Director CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp. AS AGENT
COMMONWEALTH BANK OF AUSTRALIA
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Title: Vice President
Page 12
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
MELLON BANK NA
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Title: First Vice President
WACHOVIA BANK N.A.
By: /s/ ▇▇▇▇ ▇. Eagle
--------------------------
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Joint General Manager
LONG-TERM CREDIT BANK OF JAPAN, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Title: Executive Vice President
Page 13
SCHEDULE II
COMMITMENTS
Bank Commitment
---- ----------
PART A:
------
The Chase Manhattan Bank $142,500,000
Bank of America National Trust and 112,500,000
Savings Association
Deutsche Bank AG New York and/or 112,500,000
Cayman Islands Branches
The First National Bank of Chicago 112,500,000
▇▇▇▇▇▇ Guaranty Trust Company of New York 112,500,000
NationsBank, N.A. 112,500,000
ABN AMRO Bank N.V. 75,000,000
The Bank of New York 75,000,000
Credit Agricole Indosuez 75,000,000
Societe Generale 75,000,000
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch 37,500,000
Banque Nationale de Paris, Chicago Branch 37,500,000
Commonwealth Bank of Australia 37,500,000
Credit Suisse First Boston 37,500,000
Mellon Bank, N.A. 37,500,000
Wachovia Bank, N.A. 37,500,000
The Fuji Bank, Limited 22,500,000
The Long Term Credit Bank of Japan, Ltd. 22,500,000
Total $1,275,000,000
Part B:
------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇), Inc. $112,500,000
Royal Bank of Canada 75,000,000
CIBC, Inc. 37,500,000
Total $225,000,000
SCHEDULE III
ADDRESSES FOR NOTICES
The Chase Manhattan Bank
Attention: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Bank of America NT & SA
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Deutsche Bank AG, New York and/or
Cayman Islands Branches
Attention: ▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Toronto Dominion (Texas), Inc.
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
TD Securities (USA) Inc.
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 1
The First National Bank of Chicago
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
One First ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ Guaranty Trust Company of New York
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
NationsBank, N.A.
Attention: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
ABN AMRO Bank N.V.
Attention: Loan Administration
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The Bank of New York
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 2
Credit Agricole Indosuez
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Royal Bank of Canada
New York Branch
Financial Square, 23rd Floor
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
for all matters except those related
to Bid Loans and Negotiated Rate Loans:
Attention: Manager, Loans Administration
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
for matters related to Bid Loans
and Negotiated Rate Loans:
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Royal Bank of Canada
Attention: ▇.▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Societe Generale
Attention: ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 3
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇/4711
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Banque Nationale de Paris, Chicago Branch
Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
CIBC Inc.
Attention: ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Commonwealth Bank (New York)
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Credit Suisse First Boston
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Risk Management
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Mellon Bank, N.A.
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
4355 One Mellon Bank Center
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 4
Wachovia Bank, N.A.
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The Fuji Bank, Limited
Attention: ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The Long-Term Credit Bank of Japan, Ltd.
Attention: ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 5
EXHIBIT N
FORM OF
NEW BANK SUPPLEMENT
SUPPLEMENT, dated _______ __, to the $1,500,000,000 Amended
and Restated Credit Agreement (as in effect on the date hereof,
the "Credit Agreement") dated as of February 24, 1998, among
Deere & Company (the "Company"), ▇▇▇▇ Deere Capital Corporation,
the banks and other financial institutions from time to time
party thereto (each a "Bank," and together the "Banks"), The
Chase Manhattan Bank, as Administrative Agent (in such capacity,
the "Administrative Agent") and as Auction Agent (in such
capacity, the "Auction Agent") for the Banks, Bank of America
National Trust and Savings Association, as Documentation Agent,
Deutsche Bank AG New York Branch, as Syndication Agent, The
Toronto-Dominion Bank, as Canadian Administrative Agent, the
Managing Agents named therein and the Co-Agents named therein.
Unless the context otherwise requires, all capitalized terms
used herein without definition shall have the meanings ascribed
to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Credit Agreement provides in Section 2.21
thereof that any bank or financial institution, although not
originally a party thereto, may become a party to the Credit
Agreement in accordance with the terms thereof by executing and
delivering to the Borrowers and the Administrative Agent a
supplement to the Credit Agreement in substantially the form of
this Supplement; and
WHEREAS, the undersigned was not an original party to the
Credit Agreement but now desires to become a party thereto;
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by the provisions of
the Credit Agreement and agrees that it shall, on the date this
Supplement is accepted by the Borrowers and the Administrative
Agent, become a Tranche [A] [B] Bank for all purposes of the
Credit Agreement to the same extent as if originally a party
thereto, with a Commitment of $__________________.
2. The undersigned (a) represents and warrants that it is
legally authorized to enter into this Supplement; (b) confirms
that it has received a copy of the Credit Agreement, together
with copies of the financial statements delivered pursuant to
Section 5.1 thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and
decision to enter into this Supplement; (c) agrees that it has
made and will, independently and without reliance upon any
Agent, Managing Agent or Co-Agent or any other Bank and based on
such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement or any instrument
or document furnished pursuant hereto or thereto; (d) appoints
Page N-1
and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers
and discretion under the Credit Agreement or any instrument or
document furnished pursuant hereto or thereto as are delegated
to the Administrative Agent by the terms thereof, together with
such powers as are incidental thereto; (e) appoints and
authorizes the Auction Agent to take such action as auction
agent on its behalf and to exercise such powers and discretion
under the Credit Agreement or any instrument or document
furnished pursuant hereto or thereto as are delegated to the
Auction Agent by the terms thereof, together with such powers as
are incidental thereto; and (f) agrees that it will be bound by
the provisions of the Credit Agreement and will perform in
accordance with its terms all the obligations which by the terms
of the Credit Agreement are required to be performed by it as a
Bank including, without limitation, its obligation pursuant to
subsection 2.17(c) of the Credit Agreement.
3. The undersigned's address for notices for the purposes
of the Credit Agreement is as follows:
_______________________________
Attention:_____________________
_______________________________
_______________________________
Fax:___________________________
IN WITNESS WHEREOF, the undersigned has caused this
Supplement to be executed and delivered by a duly authorized
officer on the date first above written.
[NAME OF NEW BANK]
By: _________________________
Title:
Accepted this _____ day of
____________________, ____
DEERE & COMPANY
By:_________________________
Title:
Page N-2
▇▇▇▇ DEERE CAPITAL CORPORATION
By:_________________________
Title:
Accepted this _____ day of
____________________, ____
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:_________________________
Title:
Page N-3
EXHIBIT O
FORM OF
COMMITMENT INCREASE SUPPLEMENT
SUPPLEMENT, dated _______ __, to the $1,500,000,000 Amended
and Restated Credit Agreement (as in effect on the date hereof,
the "Credit Agreement") dated as of February 24, 1998, among
Deere & Company (the "Company"), ▇▇▇▇ Deere Capital Corporation,
the banks and other financial institutions from time to time
party thereto (each a "Bank," and together the "Banks"), The
Chase Manhattan Bank, as Administrative Agent (in such capacity,
the "Administrative Agent") and as Auction Agent (in such
capacity, the "Auction Agent") for the Banks, Bank of America
National Trust and Savings Association, as Documentation Agent,
Deutsche Bank AG New York Branch, as Syndication Agent, The
Toronto-Dominion Bank, as Canadian Administrative Agent, the
Managing Agents named therein and the Co-Agents named therein.
Unless the context otherwise requires, all capitalized terms
used herein without definition shall have the meanings ascribed
to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to the provisions of Section 2.21 of the
Credit Agreement, the undersigned may increase the amount of its
Commitment in accordance with the terms thereof by executing and
delivering to the Borrowers and the Administrative Agent a
supplement to the Credit Agreement in substantially the form of
this Supplement; and
WHEREAS, the undersigned now desires to increase the amount
of its Commitment under the Credit Agreement;
NOW THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees, subject to the terms and
conditions of the Credit Agreement, that on the date this
Supplement is accepted by the Borrowers and the Administrative
Agent it shall have its Commitment increased by $______________,
thereby making the amount of its Commitment $______________.
IN WITNESS WHEREOF, the undersigned has caused this
Supplement to be executed and delivered by a duly authorized
officer on the date first above written.
[NAME OF BANK]
By: _________________________
Title:
Page O-1
Accepted this _____ day of
____________________, ____
DEERE & COMPANY
By:_________________________
Title:
▇▇▇▇ DEERE CAPITAL CORPORATION
By:_________________________
Title:
Accepted this _____ day of
____________________, ____
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:_________________________
Title:
Page O-2