GUARANTEE
Exhibit 10.1
This GUARANTEE dated as of June 3, 2025 (this "Guarantee") is made by ▇▇▇▇ Deere Capital Corporation, a Delaware corporation (the "Guarantor"), for the benefit of Royal Bank of Canada (the "Bank").
To induce the Bank to extend and maintain credit to ▇▇▇▇ Deere Financial Inc., a Canadian corporation (the "Obligor"), pursuant to a letter agreement dated June 3, 2025 (as amended, replaced, renewed, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") among the Obligor, the Guarantor and the Bank, and for other valuable consideration, the Guarantor hereby agrees to grant this Guarantee to the Bank.
NOW, THEREFORE, the Guarantor hereby agrees for the benefit of the Bank as follows:
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Section 1. Guarantee.
1.01 The Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees to the Bank the full and punctual payment of any and all principal, interest, and other expenses and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Obligor to the Bank, all as expressly provided in the Credit Agreement, (the "Guaranteed Obligations"), when due in accordance with the terms of the Credit Agreement, upon demand and notice of the Obligor’s failure to meet the Guaranteed Obligations; provided, however, that delay by the Bank in giving such demand shall in no event affect the Guarantor’s obligations hereunder. The Guarantor’s liability for the Guaranteed Obligations shall not be accelerated unless such acceleration is permitted under the Credit Agreement.
1.02 Reservation of Claims. Nothing herein shall prevent the Guarantor from bringing any claim against the Obligor, the Bank, or any other person, whether before or after fulfilling the Guaranteed Obligations.
1.03 Term of Guarantee. The Guarantor's Guarantee hereunder shall apply to all Guaranteed Obligations arising under the Credit Agreement during the term in which such Credit Agreement is effective and enforceable. This Guarantee is subject to and conditioned upon the Guarantor and the Obligor continuing to be indirect wholly-owned subsidiaries of Deere & Company (“▇▇▇▇ Deere”). Should the Guarantor and/or the Obligor no longer be an indirect wholly-owned subsidiary of ▇▇▇▇ Deere, the Guarantor shall have the option of terminating the Guarantee.
1.04 Security Interest; Collateral. The Bank shall not, under the terms of this Guarantee, create, perfect, or assume a security interest in any of Guarantor’s bank accounts, accounts receivable, or any other asset. The Guarantor shall not provide, nor is required under the terms of this Guarantee to provide, the Bank with collateral to secure the performance of the Guaranteed Obligations.
1.05 Continuing Guarantee. Except as otherwise set out herein, the Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guarantee and acknowledges that this Guarantee is continuing in nature, shall guarantee any ultimate balance owing to the Bank, and applies to all presently existing and future Guaranteed Obligations, until the complete, irrevocable and indefeasible payment and satisfaction in full of the Guaranteed Obligations.
1.06 Effect of Rescission. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment made in full or partial satisfaction of the Guaranteed
Obligations, in whole or in part, is rescinded or must otherwise be returned by the Bank upon the insolvency, bankruptcy or reorganization of the Obligor or otherwise, all as though such payment had not been made.
1.07 Guarantee Absolute and Unconditional: No Waiver of Obligations. The Guarantor hereby agrees that, except as otherwise set out herein, its liability hereunder shall be irrevocable, continuing, absolute and unconditional and shall not be discharged or impaired or otherwise affected by, and the Guarantor hereby irrevocably waives any defences to enforcement it may have (now or in the future) irrespective of (a) any change in the amount, time, place or manner of payment or performance of, or in any other term of the Guaranteed Obligations, or any waiver, release, assignment, amendment or other modification of the Credit Agreement; (b) any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations; (c) subject to Section 1.03 of this Guarantee, any change in the name, object, capital, ownership or control of the Guarantor or the Obligor; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Obligor, the Guarantor or its assets or any resulting restructuring, compromise, release or discharge of any Guaranteed Obligations; (e) any failure of the Bank to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Obligor now or hereafter known to the Bank and the Guarantor hereby waives any duty of the Bank to disclose such information; (f) the failure of the Bank to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of the Credit Agreement; and (g) any other circumstance, act, or omission that might vary the risk of the Guarantor or otherwise operate as a defence available to, or a legal or equitable discharge of, the Guarantor.The Guarantor covenants that, except as otherwise set out herein, this Guarantee will not be discharged except by complete and indefeasible payment of the amounts expressed as payable and the satisfaction of the Guaranteed Obligations.
1.08 Waivers. Except as otherwise set out herein, the Guarantor hereby unconditionally and irrevocably waives promptness, diligence, set-off, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonour and any other notice with respect to any of the Guaranteed Obligations, the filing of claims with a court in the event of insolvency or bankruptcy of the Obligor and all demands whatsoever, and any right to require a proceeding first against the Obligor.
1.09 Direct Guarantee. This Guarantee is a direct guarantee and is independent of the obligations of the Obligor to the Bank. The Bank may resort to the Guarantor for payment of the Guaranteed Obligations whether or not the Bank shall have resorted to any of its collateral therefor or, except as otherwise provided herein, shall have proceeded against the Obligor or any other guarantors with respect to the Guaranteed Obligations. The Bank may, at the Bank’s option, proceed against the Guarantor and the Obligor, jointly and severally, or against the Guarantor only without having obtained a judgment against the Obligor.
1.10 Guarantee of Payment. This Guarantee is a guarantee of payment and not merely of collection. The liability of the Guarantor to make payment under this Guarantee shall arise immediately upon delivery to the Guarantor of a demand for payment by the Bank in accordance with the provisions hereof.
1.11 Payments. The Guarantor hereby agrees to make immediate payment to the Bank, of all the Guaranteed Obligations that are not paid or satisfied by the Obligor when due and payable to the Bank, in the currency in which such Guaranteed Obligations are denominated, upon demand therefor in accordance with the provisions hereof. In the event of non-payment by the Guarantor on the due date of any sum due under this Guarantee, the Guarantor shall pay to the Bank, without duplication on account of interest payable under the Credit Agreement, in the currency in which such sum is due, interest on such sum from the date such sum is due to the date of actual payment (as well after as before demand and judgment) at the rate applicable to “overdue payments” in the Credit Agreement (the “Default Rate”). Any sum which may not be recoverable from the Guarantor under this Guarantee, for any reason whatsoever, shall be recoverable from the Guarantor as sole or principal debtor in respect of that sum and shall be paid to the Bank on demand with interest at the Default Rate.
1.12 [INTENTIONALLY DELETED]
1.13 [INTENTIONALLY DELETED]
Section 2. Representations, Warranties and Covenants.
The Guarantor hereby represents, warrants and covenants to and with the Bank that:
2.01 Organization; Powers. The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization identified in the introduction hereto, has all requisite power and authority to carry on its business as now conducted.
2.02 Authorization. The execution, delivery and performance of this Guarantee (a) are within the Guarantor's powers and have been duly authorized by all necessary corporate or other action, (b) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for such as have been obtained or made and are in full force and effect, (c) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Guarantor or any order of any governmental authority or court, and (d) will not result in the creation or imposition of any lien, security interest, charge or encumbrance on any asset of the Guarantor.
2.03 Maintain Corporate Existence. The Guarantor shall preserve and maintain its corporate existence, and all rights and privileges necessary for the conduct of its business in the jurisdiction of its incorporation and in all other jurisdictions where it is licensed to engage in business.
Section 3. Miscellaneous.
3.01 Notice. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy to the intended party at the address for such party specified on Annex 1; provided that any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other party hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Guarantee shall be deemed to have been given on the date of receipt.
3.02 No Waiver. No failure on the part of the Bank to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Guarantee preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
3.03 Amendments. Neither this Guarantee nor any provision hereof may be amended, restated, supplemented, waived or otherwise modified except pursuant to a written agreement signed by the Guarantor and the Bank. Upon amendment of the terms of the Credit Agreement, the Guarantor reserves the right to terminate this Agreement upon written notice to the Bank.
3.04 Cumulative Rights. The rights and remedies of the Bank under this Guarantee are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, or in equity or otherwise.
3.05 Expenses; Taxes.
(a) Expenses. The Guarantor agrees to pay or reimburse the Bank for all of its costs and expenses (including attorneys' fees, attorney’s expenses and disbursements and legal and court costs) in connection with any enforcement or collection proceeding resulting from the Guarantor's breach of this Guarantee, including bankruptcy, insolvency, receivership, or foreclosure proceedings.
(b) Taxes. Each payment to be made by the Guarantor hereunder shall be free and clear of, and without deductions for or on account of any present or future taxes, government charges, or other tax-related withholdings (each hereinafter referred to as a “Deduction”). If the Guarantor shall be required by applicable law to make any such Deduction from any payment hereunder, (i) the sum payable shall be increased as may be
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necessary so that after making all required Deductions the Bank receives an amount equal to the sum it would have received had no Deductions been made, (ii) the Guarantor shall make such Deductions, and (iii) the Guarantor shall pay the full amount of the Deduction to the relevant taxation authority or other authority in accordance with applicable law.
3.06 Assignment. The Guarantor shall not assign or otherwise transfer any of its rights or obligations hereunder without prior written notice to the Bank. The Bank shall not assign the Credit Agreement to another financial institution, entity, or person without providing prior written notice to Guarantor at which time Guarantor reserves the right to terminate this Guarantee and its liability for the Guaranteed Obligations.
3.07 Successors and Assigns. This Guarantee shall extend to and enure to the benefit of the Bank and its successors and assigns and every reference herein to the Guarantor is a reference to and shall be construed as including the Guarantor and its successors to and upon all of whom this Guarantee and agreement shall extend and be binding.
3.08 Survival. Each representation, warranty and certification made herein or pursuant hereto shall survive the making of such representation, warranty and certification, and the Bank shall not be deemed to have waived, by reason of taking or failing to take any action hereunder, any breach or other default that may arise by reason of such representation, warranty or certification proving to have been false or misleading, notwithstanding that the Bank may have had notice or knowledge or reason to believe that such representation, warranty or certification was false or misleading at the time the Bank took or failed to take such action.
3.09 Entire Agreement. This Guarantee constitutes the entire agreement of the parties hereto regarding the subject matter hereof, and supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and finally integrated into this Guarantee.
3.10 Governing Law; Jurisdiction; Etc.
(a) Governing Law. This Guarantee shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(b) Submission to Jurisdiction. The Guarantor hereby irrevocably submits to the non- exclusive jurisdiction of the courts of the Province of Ontario for the purposes of all legal actions and proceedings arising out of or relating to this Guarantee (the “Proceedings”). The Guarantor irrevocably and unconditionally waives any objection to the venue of any Proceeding in such courts and irrevocably waives and agrees not to plead in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor agrees that a judgment or order in any such action or proceeding may be enforced in other jurisdictions in any manner provided by law, provided, however, that the Bank may serve legal process in any manner permitted by law or may bring an action or proceeding against the undersigned or the property or assets of the undersigned in the courts of any other jurisdiction.
(c) Service of Process. Nothing in this Guarantee will affect the right of any party to this Guarantee to serve process in any manner permitted by applicable law.
3.09 Terms Generally. The foregoing definitions shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". The words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Guarantee in its entirety and not to any particular provision hereof.
3.10 Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Guarantee.
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3.11 Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Bank in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
3.12 Judgment Currency. If for the purpose of obtaining judgment in any court in any jurisdiction with respect to this Guarantee, it is necessary to convert into the currency of such jurisdiction (the "Judgment Currency") any amount due hereunder in any currency other than the Judgment Currency, then conversion shall be made at the rate of exchange prevailing on the Business Day (as defined below) before the day on which judgment is given. For the purposes of this section, "rate of exchange" means the rate at which the Bank would, on the relevant date, be prepared to sell a similar amount of such currency in the Toronto foreign exchange market, against the Judgment Currency in accordance with normal banking procedures. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of payment of the amount due, the undersigned will, on the date of payment, pay such additional amounts as may be necessary to ensure that the amount paid on such date is the amount in the Judgment Currency which, when converted at the rate of exchange prevailing on the date of payment, is the amount then due under this Guarantee in such other currency together with interest at RBP (as defined in the Credit Agreement) and expenses (including legal fees on a solicitor and client basis). Any additional amount due from the Guarantor under this section will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Guarantee. "Business Day" means a day, excluding Saturday, Sunday and any other day which shall be in Toronto, Ontario a legal holiday or a day on which banking institutions are closed.
3.13 Effectiveness. This Guarantee may be delivered by the exchange of signed signature page(s) by facsimile transmission or by e-mail with a pdf copy or other replicating image attached, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page.
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- Signature Page to Guarantee -
IN WITNESS WHEREOF, the Guarantor has caused its duly authorized representative to execute and deliver this Guarantee as of the date first above written.
▇▇▇▇ DEERE CAPITAL CORPORATION
By____/s/ ▇▇▇▇▇ ▇. Gant___________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Asst. Treasurer
By:____________________________
Name:
Title:
Guarantee
Addresses for Notices, Etc.
▇▇▇▇ DEERE CAPITAL CORPORATION ROYAL BANK OF CANADA
One ▇▇▇▇ Deere Place ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Moline, IL ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
USA New York, NY 10281
USA
Annex 1
Attention: ▇▇▇▇▇ ▇▇▇▇, Manager Funding Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director
Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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