Exhibit 4.2


 


EXECUTION
VERSION


 




 





DEERE & COMPANY


 


JOHN DEERE CAPITAL CORPORATION


 






 


$750,000,000


 


364-DAY


CREDIT AGREEMENT


 


Dated as of March 4, 2008


 






 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


CITIBANK, N.A.,

as a Documentation Agent


 


CREDIT SUISSE FIRST BOSTON,

as a Documentation Agent


 


MERRILL LYNCH BANK USA,

as Co-Documentation Agent


 


BANK OF AMERICA, N.A.,


as a Syndication Agent


 


DEUTSCHE BANK AG NEW YORK BRANCH,


as a Syndication Agent


 










 


J.P. MORGAN SECURITIES INC.,


as Lead Arranger and Bookrunner




 





 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1

  	
  DEFINITIONS

  	
  1

  
	
  1.1.

  	
  Defined Terms

  	
  1

  
	
  1.2.

  	
  Other Definitional Provisions

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 2

  	
  THE COMMITTED RATE LOANS;
  THE BID LOANS; THE NEGOTIATED RATE LOANS; AMOUNT AND TERMS

  	
  14

  
	
  2.1.

  	
  The Committed Rate Loans

  	
  14

  
	
  2.2.

  	
  The Bid Loans; the Negotiated Rate Loans

  	
  15

  
	
  2.3.

  	
  Loan Accounts

  	
  19

  
	
  2.4.

  	
  Fees

  	
  19

  
	
  2.5.

  	
  Termination or Reduction
  of Commitments; Cancellation of Capital Corporation as Borrower

  	
  20

  
	
  2.6.

  	
  Optional Prepayments

  	
  20

  
	
  2.7.

  	
  Minimum Amount of Certain Loans

  	
  21

  
	
  2.8.

  	
  Committed Rate Loan Interest Rate and
  Payment Dates

  	
  21

  
	
  2.9.

  	
  Conversion and Continuation Options

  	
  21

  
	
  2.10.

  	
  Computation of Interest and Fees

  	
  22

  
	
  2.11.

  	
  Inability to Determine Interest Rate

  	
  22

  
	
  2.12.

  	
  Pro Rata Treatment and Payments

  	
  23

  
	
  2.13.

  	
  Requirements of Law

  	
  25

  
	
  2.14.

  	
  Indemnity

  	
  28

  
	
  2.15.

  	
  Non-Receipt of Funds by the Administrative
  Agent

  	
  29

  
	
  2.16.

  	
  Extension of Termination Date

  	
  29

  
	
  2.17.

  	
  Foreign Taxes

  	
  30

  
	
  2.18.

  	
  Confirmations

  	
  32

  
	
  2.19.

  	
  Replacement of Cancelled Banks

  	
  32

  
	
  2.20.

  	
  Commitment Increases

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION 3

  	
  REPRESENTATIONS AND WARRANTIES

  	
  34

  
	
  3.1.

  	
  Financial Condition

  	
  34

  
	
  3.2.

  	
  Corporate Existence

  	
  35

  
	
  3.3.

  	
  Corporate Power; Authorization; Enforceable
  Obligations

  	
  35

  
	
  3.4.

  	
  No Legal Bar

  	
  35

  
	
  3.5.

  	
  No Material Litigation

  	
  35

  
	
  3.6.

  	
  Taxes

  	
  35

  
	
  3.7.

  	
  Margin Regulations

  	
  36

  
	
  3.8.

  	
  [RESERVED]

  	
  36

  
	
  3.9.

  	
  [RESERVED]

  	
  36

  
	
  3.10.

  	
  Use of Proceeds

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 4

  	
  CONDITIONS PRECEDENT

  	
  36

  
	
  4.1.

  	
  Conditions to Initial Loan

  	
  36

  
	
  4.2.

  	
  Conditions to All Loans

  	
  37

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
  SECTION 5

  	
  AFFIRMATIVE COVENANTS

  	
  38

  
	
  5.1.

  	
  Financial Statements

  	
  38

  
	
  5.2.

  	
  Certificates; Other Information

  	
  38

  
	
  5.3.

  	
  Company Indenture Documents

  	
  39

  
	
  5.4.

  	
  Capital Corporation Indenture Documents

  	
  39

  
	
  5.5.

  	
  Notice of Default

  	
  39

  
	
  5.6.

  	
  Ownership of Capital Corporation Stock

  	
  39

  
	
  5.7.

  	
  Employee Benefit Plans

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION 6

  	
  NEGATIVE COVENANTS OF THE COMPANY

  	
  39

  
	
  6.1.

  	
  Company May Consolidate, etc., Only on
  Certain Terms

  	
  40

  
	
  6.2.

  	
  Limitation on Liens

  	
  40

  
	
  6.3.

  	
  Limitations on Sale and Lease-back
  Transactions

  	
  43

  
	
  6.4.

  	
  Equipment Operations Debt

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION 7

  	
  NEGATIVE COVENANTS OF THE CAPITAL
  CORPORATION

  	
  44

  
	
  7.1.

  	
  Fixed Charges Ratio

  	
  44

  
	
  7.2.

  	
  Consolidated Senior Debt to Consolidated
  Capital Base

  	
  44

  
	
  7.3.

  	
  Limitation on Liens

  	
  44

  
	
  7.4.

  	
  Consolidation; Merger

  	
  45

  
	
   

  	
   

  	
   

  
	
  SECTION 8

  	
  EVENTS OF DEFAULT

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION 9

  	
  THE AGENTS

  	
  48

  
	
  9.1.

  	
  Appointment

  	
  48

  
	
  9.2.

  	
  Delegation of Duties

  	
  49

  
	
  9.3.

  	
  Exculpatory Provisions

  	
  49

  
	
  9.4.

  	
  Reliance by Agents

  	
  49

  
	
  9.5.

  	
  Notice of Default

  	
  49

  
	
  9.6.

  	
  Non-Reliance on Agents and Other Banks

  	
  50

  
	
  9.7.

  	
  Indemnification

  	
  50

  
	
  9.8.

  	
  Agents in their Individual Capacities

  	
  50

  
	
  9.9.

  	
  Successor Agents

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 10

  	
  MISCELLANEOUS

  	
  51

  
	
  10.1.

  	
  Amendments and Waivers

  	
  51

  
	
  10.2.

  	
  Notices

  	
  52

  
	
  10.3.

  	
  No Waiver; Cumulative Remedies

  	
  53

  
	
  10.4.

  	
  Payment of Expenses

  	
  53

  
	
  10.5.

  	
  Successors and Assigns; Participations;
  Purchasing Banks

  	
  55

  
	
  10.6.

  	
  Adjustments

  	
  59

  
	
  10.7.

  	
  Confidentiality

  	
  59

  
	
  10.8.

  	
  Counterparts

  	
  60

  
	
  10.9.

  	
  GOVERNING
  LAW

  	
  60

  
	
  10.10.

  	
  Consent to Jurisdiction and Service of
  Process

  	
  60

  



 


iii

















 


	
   

  	
   

  	
  Page

  
	
  10.11.

  	
  USA PATRIOT Act

  	
  61

  
	
   

  	
   

  	
   

  
	
  SCHEDULES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule I

  	
  Terms of Subordination

  	
   

  
	
  Schedule II

  	
  Commitments

  	
   

  
	
  Schedule III

  	
  Addresses for Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Borrowing
  Notice

  	
   

  
	
  Exhibit B

  	
  Form of Bid Loan
  Request

  	
   

  
	
  Exhibit C

  	
  Form of Bid Loan
  Offer

  	
   

  
	
  Exhibit D

  	
  Form of
  Bid Loan Confirmation

  	
   

  
	
  Exhibit E

  	
  Form of
  Loan Assignment

  	
   

  
	
  Exhibit F

  	
  Form of
  Commitment Transfer Supplement

  	
   

  
	
  Exhibit G

  	
  Form of
  Opinion of General Counsel to the Company

  	
   

  
	
  Exhibit H

  	
  Form of
  Opinion of Special New York Counsel to the Borrowers

  	
   

  
	
  Exhibit I

  	
  Form of
  Extension Request

  	
   

  
	
  Exhibit J

  	
  Form of
  Form W-8BEN Tax Letter

  	
   

  
	
  Exhibit K

  	
  Form of
  Form W-8ECI Tax Letter

  	
   

  
	
  Exhibit L

  	
  Form of
  Agreement

  	
   

  
	
  Exhibit M

  	
  Form of
  Promissory Note

  	
   

  
	
  Exhibit N

  	
  Form of New Bank
  Supplement

  	
   

  
	
  Exhibit O

  	
  Form of Commitment
  Increase Supplement

  	
   

  
					



 


iv

















 


CREDIT AGREEMENT, dated as of March 4, 2008,
among (a) DEERE & COMPANY, a Delaware corporation (the “Company”),
(b) JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (the “Capital
Corporation”), (c) the several financial institutions parties hereto
(collectively, the “Banks”, and individually, a “Bank”), (d) JPMORGAN
CHASE BANK, N.A., as administrative agent hereunder (in such capacity, together
with its successors and permitted assigns, the “Administrative Agent”), (e) CITIBANK,
N.A. and CREDIT SUISSE FIRST BOSTON, as documentation agents hereunder (in such
capacity, the “Documentation Agents”), (f) MERRILL LYNCH BANK USA,
as co-documentation agent hereunder (in such capacity, the “Co-Documentation
Agent”), and (g) BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK
BRANCH, as syndication agents hereunder (in such capacity, the “Syndication
Agents”).


 


The parties hereto hereby agree as follows:


 


SECTION 1            DEFINITIONS


 


1.1.          Defined Terms.  As used in this Agreement, the following
terms have the following meanings:


 


“ABR”: 
at any particular date, the higher of (a) the rate of interest per
annum publicly announced by JPMorgan Chase Bank, N.A. for such date as its
prime rate in effect at its principal office in New York City and (b) 0.5%
per annum above the rate set forth for such date or, if such date is not a
Business Day, the next preceding Business Day, opposite the caption “Federal
Funds (Effective)” in the weekly statistical release designated as “H.15(519)”
(or any successor publication) published by the Board or, if such rate is not
so published for such date, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
dealers of recognized standing selected by it. 
The prime rate is not intended to be the lowest rate of interest charged
by JPMorgan Chase Bank, N.A. in connection with extensions of credit to
debtors.


 


“ABR Loans”:  Committed Rate Loans at such time as they are
made and/or being maintained at a rate of interest based upon the ABR.


 


“Absolute Rate Bid Loan”:  any Bid Loan made pursuant to an Absolute
Rate Bid Loan Request.


 


“Absolute Rate Bid Loan Request”:  any Bid Loan Request requesting the Banks to
offer to make Bid Loans at an absolute rate (as opposed to a rate composed of
the Applicable Index Rate plus (or minus) a margin).


 


“Act”: as defined in subsection 10.11.


 


“Administrative Agent”:  as defined in the preamble hereto.


 


“Administrative Questionnaire”:  an Administrative Questionnaire in a form
supplied by the Administrative Agent.


 

















 


“Agent”:  the Administrative Agent, a Syndication
Agent, a Documentation Agent or the Co-Documentation Agent, as the context shall
require; together, the “Agents”.


 


“Agreement”:  this Credit Agreement, as amended,
supplemented or modified from time to time.


 


“Applicable Index Rate”:  in respect of any Bid Loan requested pursuant
to an Index Rate Bid Loan Request, the Eurodollar Rate applicable to the
Interest Period for such Bid Loan.


 


“Applicable Margin”:  for ABR Loans, 0% per annum and (b) for
Eurodollar Loans, the rate per annum set forth below in the column
corresponding to the Prevailing Rating of the Company:


 


	
  Greater than or 

  equal to A+/A1

  	
   

  	
  A/A2

  	
   

  	
  A-/A3

  	
   

  	
  BBB+/Baa1

  	
   

  	
  BBB/Baa2

  	
   

  	
  Lower than 

  BBB/Baa2

  	
   

  
	
  0.115

  	
  %

  	
  0.160

  	
  %

  	
  0.200

  	
  %

  	
  0.290

  	
  %

  	
  0.370

  	
  %

  	
  0.525

  	
  %

  



 


; provided that, the
rate per annum for any Eurodollar Loans shall be increased by 0.125% for the
period of time that any Committed Rate Loans remain outstanding after the
Termination Date.


 


“Attributable Debt”:  as defined in subsection 6.2(b)(ii).


 


“Bank” and “Banks”:  as defined in the preamble hereto.


 


“benefitted Bank”:  as defined in subsection 10.6.


 


“Bid Loan”:  each loan (other than Negotiated Rate Loans)
made pursuant to subsection 2.2; the aggregate amount advanced by a Bid Loan
Bank pursuant to subsection 2.2 on each Borrowing Date shall constitute one Bid
Loan, or more than one Bid Loan if so specified by the relevant Loan Assignee
in its request for promissory notes pursuant to subsection 10.5(c).


 


“Bid Loan Banks”:  the collective reference to each Bank
designated from time to time as a Bid Loan Bank by a Borrower (for purposes of
Bid Loans to such Borrower) by written notice to the Administrative Agent and
which has not been removed as a Bid Loan Bank by such Borrower by written
notice to the Administrative Agent (each of which notices the Administrative
Agent shall transmit to each such affected Bank).


 


“Bid Loan Confirmation”:  each confirmation by the Company or the
Capital Corporation of its acceptance of Bid Loan Offers, which Bid Loan
Confirmation shall be substantially in the form of Exhibit D and shall be
delivered to the Administrative Agent by facsimile transmission or by
telephone, immediately confirmed by facsimile transmission.


 


“Bid Loan Offer”:  each offer by a Bid Loan Bank to make Bid
Loans pursuant to a Bid Loan Request, which Bid Loan Offer shall contain the
information specified in 


 


2

















 


Exhibit C and shall be
delivered to the Administrative Agent by facsimile transmission or by
telephone, immediately confirmed by facsimile transmission.


 


“Bid Loan Request”:  each request by a Borrower for Bid Loan Banks
to submit bids to make Bid Loans, which shall contain the information in
respect of such requested Bid Loans specified in Exhibit B and shall be
delivered to the Administrative Agent by facsimile transmission or by
telephone, immediately confirmed by facsimile transmission.


 


“Board”:  the Board of Governors of the Federal Reserve
System of the United States (or any successor).


 


“Borrower”:  the Company or the Capital Corporation;
collectively, the “Borrowers”.


 


“Borrowing Date”:  in respect of any Loan, the date such Loan is
made.


 


“Business Day”:  a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by
law to close; provided, that with respect to notices and determinations
in connection with, and payments of principal and interest on, Eurodollar
Loans, such day is also a day for trading by and between banks in Dollar
deposits in the interbank eurodollar market in London.


 


 “Cancelled
Bank”:  any Bank that has the whole
or any part of its Commitment cancelled under subsection 2.13(a), (b) or
(c), subsection 2.16(c) or subsection 2.17(b) or the Commitment of
which has expired under subsection 2.16(a).


 


“Capital Corporation”:  as defined in the preamble hereto.


 


“Closing Date”:  the date on which each of the conditions
precedent specified in subsection 4.1 shall have been satisfied (or compliance
therewith shall have been waived by the Majority Banks hereunder).


 


“Code”:  the Internal Revenue Code of 1986, as amended
from time to time.


 


“Co-Documentation Agent”:  as defined in the preamble hereto.


 


“Commitment”:  as to any Bank, the amount set opposite such
Bank’s name on Schedule II or in any assignment pursuant to which such Bank
becomes a party hereto with respect to any interest purchased therein, as such
amount may be modified as provided herein; collectively, as to all Banks, the “Commitments”.


 


“Commitment Expiration Date”:  as defined in subsection 2.16(a).


 


“Commitment Increase Notice”:  as defined in subsection 2.20(a).


 


“Commitment Increase Supplement”:  as defined in subsection 2.20(c).


 


3

















 


“Commitment Percentage”:  as to any Bank at any time, the percentage
which such Bank’s Commitment at such time constitutes of all the Commitments at
such time or, at any time after the Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such Bank’s
Loans then outstanding constitutes of the aggregate principal amount of all
Loans then outstanding; collectively, as to all the Banks, the “Commitment
Percentages”.


 


“Commitment Period”:  as to any Bank at any time, the period from
and including the Closing Date to but not including the Termination Date of
such Bank or such earlier date on which the Commitments shall terminate as
provided herein.


 


“Commitment Transfer Supplement”:  a Commitment Transfer Supplement,
substantially in the form of Exhibit F.


 


“Committed Rate Loans”:  each loan made pursuant to subsection 2.1.


 


“Commonly Controlled Entity”:  in relation to a Borrower, an entity, whether
or not incorporated, which is under common control with such Borrower within
the meaning of Section 414(b) or (c) of the Code.


 


“Company”:  as defined in the preamble hereto.


 


“Consolidated Capital Base”:  at a particular time for the Capital
Corporation and its consolidated Subsidiaries, the sum of (a) the amount
shown opposite the item “Total Stockholders’ Equity” on the consolidated
balance sheet of the Capital Corporation and its consolidated Subsidiaries plus
(b) all indebtedness of the Capital Corporation and its consolidated
Subsidiaries for borrowed money subordinated (on terms no less favorable to the
Administrative Agent and the Banks than the terms of subordination set forth on
Schedule I) to the indebtedness which may be incurred hereunder by the Capital
Corporation, provided that the sum of clauses (a) and (b) hereof
as at the end of a fiscal quarter of the Capital Corporation and its
consolidated Subsidiaries (including the last quarter of a fiscal year of the
Capital Corporation and its consolidated Subsidiaries) shall be determined by
reference to the publicly available consolidated balance sheet of the Capital
Corporation and its consolidated Subsidiaries as at the end of such fiscal
quarter and after such adjustments, if any, as may be required so that the sum
of the amounts referred to in clauses (a) and (b) is determined in
accordance with GAAP.  Notwithstanding
the foregoing, for purposes of determining compliance with subsection 7.2,
adjustments resulting from any accumulated other comprehensive income as
reflected on the  most recent publicly
available consolidated balance sheet of the Capital Corporation and its
consolidated Subsidiaries as at the end of any fiscal quarter of the Capital
Corporation and its consolidated Subsidiaries (including the last quarter of
any fiscal year of the Capital Corporation and its consolidated Subsidiaries)
shall be deemed not to be included in Consolidated Capital Base.


 


“Consolidated Net Worth”:  as defined in subsection 6.2(b)(ii).


 


“Consolidated Senior Debt”:  at a particular time for the Capital
Corporation and its consolidated Subsidiaries, indebtedness for borrowed money
other than any 


 


4

















 


indebtedness for borrowed
money that is subordinated, on terms no less favorable to the Administrative
Agent and the Banks than the terms of subordination set forth on Schedule I, to
the indebtedness which may be incurred hereunder by the Capital Corporation, provided
that the amount of such indebtedness for borrowed money (other than such
subordinated indebtedness) as at the end of a fiscal quarter of the Capital
Corporation and its consolidated Subsidiaries (including the last quarter of a
fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall
be determined by reference to the publicly available consolidated balance sheet
of the Capital Corporation and its consolidated Subsidiaries as at the end of
such fiscal quarter and after such adjustments, if any, as may be required so
that such amount is determined in accordance with GAAP.  Notwithstanding
the foregoing, for purposes of determining compliance with subsection 7.2,
indebtedness for borrowed money in respect of any Securitization Indebtedness
shall be deemed not included in Consolidated Senior Debt.


 


“Contractual Obligation”:  as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking
to which such Person is a party or by which it or any of its property is bound.


 


“Credit Rating”: as to any Person, the
rating assigned to the relevant long term senior unsecured (and non-credit
enhanced) Debt obligations of such Person by Moody’s or S&P.


 


“Debt”:  as defined in subsection 6.2.


 


“Default”:  any of the events specified in Section 8,
whether or not any requirement for the giving of notice, the lapse of time, or
both, or any other condition, event or act has been satisfied.


 


“Documentation Agents”:  as defined in the preamble hereto.


 


“Dollars” and “$”:  dollars in lawful currency of the United
States of America.


 


“Equipment Operations”:  those business segments of the Company and
its consolidated Subsidiaries that are primarily engaged in the manufacture and
distribution of equipment, parts and related attachments.


 


“Equipment Operations Debt”:  at a particular time, the sum of short-term
and long-term indebtedness for borrowed money that is or would be shown on a
balance sheet of Equipment Operations (with Financial Services reflected only
on an equity basis), which balance sheet was or would be prepared on the basis
of the most recent publicly available consolidated balance sheet of the Company
and its consolidated Subsidiaries as at the end of any fiscal quarter of the
Company and its consolidated Subsidiaries (including the last quarter of any
fiscal year of the Company and its consolidated Subsidiaries).


 


“ERISA”:  the Employee Retirement Income Security Act
of 1974, as amended from time to time.


 


5
















 


“Eurodollar Loans”:  Committed Rate Loans at such time as they are
made and/or being maintained at a rate of interest based upon a Eurodollar
Rate.


 


“Eurodollar Rate”:  with respect to each day during each Interest
Period pertaining to a Eurodollar Loan and for each Index Rate Bid Loan, the
rate per annum determined on the basis of the rate for deposits in Dollars, for
a period equal to such Interest Period commencing on the first day of such
Interest Period appearing on the Reuters Screen LIBOR01 Page as of 11:00 A.M.,
Local Time, two Business Days prior to the beginning of such Interest Period.
In the event that such rate does not appear on the Reuters Screen LIBOR01 Page (or
otherwise on such system), the “Eurodollar Rate” shall be determined by
reference to such other comparable publicly available service for displaying
eurodollar rates as may be reasonably selected by the Administrative Agent or,
in the absence of such availability, by reference to the rate at which the
Administrative Agent is offered Dollar deposits at or about 11:00 A.M.,
Local Time, two Business Days prior to the beginning of such Interest Period in
the interbank eurodollar market where its eurodollar operations are then being
conducted for delivery on the first day of such Interest Period for the number
of days comprised therein.


 


“Exposure”:  (a) with respect to an Objecting Bank at
any time after the termination of the Commitment of such Bank, the aggregate
outstanding principal amount of its Loans and (b) with respect to any
other Bank at any other time, the Commitment of such Bank.


 


“Extension Request”:  each request by the Borrowers made pursuant
to subsection 2.16 for the Banks to extend this Agreement, which shall contain
the information in respect of such extension specified in Exhibit I and
shall be delivered to the Administrative Agent in writing.


 


“Event of Default”:  any of the events specified in Section 8,
provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, event or act has been satisfied.


 


“Facility Fee Rate”:  the rate per annum set forth below in the
column corresponding to the Prevailing Rating of the Company:


 


	
  Greater than or 

  equal to A+/A1

  	
   

  	
  A/A2

  	
   

  	
  A-/A3

  	
   

  	
  BBB+/Baa1

  	
   

  	
  BBB/Baa2

  	
   

  	
  Lower than 

  BBB/Baa2

  	
   

  
	
  0.035

  	
  %

  	
  0.040

  	
  %

  	
  0.050

  	
  %

  	
  0.060

  	
  %

  	
  0.080

  	
  %

  	
  0.100

  	
  %

  



 


“Financial Services”:  the businesses of the Company (including the
credit businesses) that are not primarily engaged in Equipment Operations.


 


“Fixed Charges”:  for any particular period for the Capital
Corporation and its consolidated Subsidiaries, all of the Capital Corporation’s
and its consolidated Subsidiaries’ consolidated interest on indebtedness for
borrowed money, amortization of discounts of indebtedness for borrowed money,
the portion of rentals under financing 


 


6

















 


leases deemed to represent
interest and rentals under operating leases; provided, that,
notwithstanding the foregoing, consolidated interest on Securitization
Indebtedness and amortization of Securitization Indebtedness shall be deemed
not included in Fixed Charges; provided, further, that such
amounts (but not any amounts constituting consolidated interest on, or
amortization of, Securitization Indebtedness) for a fiscal quarter of the
Capital Corporation and its consolidated Subsidiaries (including the last
quarter of a fiscal year of the Capital Corporation and its consolidated
Subsidiaries) shall be determined by reference to the publicly available
consolidated statement of income of the Capital Corporation and its
consolidated Subsidiaries for or covering such fiscal quarter and after such
adjustments, if any, as may be required so that such amounts are determined in
accordance with GAAP.


 


“Foreign Taxes”:  as defined in subsection 2.17(a).


 


“GAAP”:  generally accepted accounting principles in
the United States of America as applied in the preparation of financial
statements of the Company or the Capital Corporation, respectively, as of the
fiscal year ended October 31, 2006.


 


“Governmental Authority”:  any nation or government, any state or other
political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.


 


“Hedging Transaction”:  any swap transaction, interest rate
protection agreement (including any interest rate swap, interest “cap” or “collar”
or any other interest rate hedging device entered into by the Capital
Corporation or one or more of its Subsidiaries), option agreement, short or
long position in equity or debt instruments, commodities, futures and forward
transactions, outperformance agreement or other similar transaction, agreement
or arrangement entered into by the Capital Corporation or one or more of its
Subsidiaries.


 


“Important Property”:  (a) any manufacturing plant, including
land, all buildings and other improvements thereon, and all manufacturing
machinery and equipment located therein, owned and used by the Company or a
Restricted Subsidiary primarily for the manufacture of products to be sold by
the Company or such Restricted Subsidiary, (b) the executive office and
administrative building of the Company in Moline, Illinois, and (c) research
and development facilities, including land and buildings and other improvements
thereon and research and development machinery and equipment located therein,
in each case, owned and used by the Company or a Restricted Subsidiary; except
in any case property of which the aggregate fair value as determined by the
Board of Directors of the Company does not at the time exceed 1% of
Consolidated Net Worth.


 


“Increasing Bank”:  as defined in subsection 2.20(c).


 


“Index Rate Bid Loan”:  any Bid Loan made at an interest rate based
upon the Applicable Index Rate.


 


7

















 


“Index Rate Bid Loan Request”:  any Bid Loan Request requesting the Banks to
offer to make Index Rate Bid Loans at an interest rate equal to the Applicable
Index Rate plus (or minus) a margin.


 


“Interest Payment Date”:  (a) as to any ABR Loan, the last
Business Day of each March, June, September and December, commencing on
the first of such days to occur after such ABR Loan is made or a Eurodollar
Loan is converted to an ABR Loan, (b) as to any Eurodollar Loan, the last
day of each Interest Period applicable thereto, provided that as to any
Eurodollar Loan in respect of which a Borrower has selected an Interest Period
of six months, interest shall also be paid on the day which is three months
after the beginning of such Interest Period, (c) with respect to any
Objecting Bank, the day on which such Bank’s Loans become due and payable in
accordance with subsection 2.16(b) and (d) the Maturity Date.


 


“Interest Period”:  (a)  with respect to any Eurodollar
Loan, the period commencing on the Borrowing Date, the date any ABR Loan is
converted to a Eurodollar Loan or the date any Eurodollar Loan is continued as
a Eurodollar Loan, as the case may be, with respect to such Eurodollar Loan and
ending one, two, three or six months thereafter, as selected by a Borrower in
its notice of borrowing, conversion or continuance as provided in subsection
2.1(c) or 2.9;


 


(b)           with
respect to any Bid Loan, the period commencing on the Borrowing Date with
respect to such Bid Loan and ending on the date not less than seven days nor
more than six months thereafter, as specified by a Borrower in its Bid Loan
Request as provided in subsection 2.2(b); and


 


(c)           with
respect to any Negotiated Rate Loan, the period or periods commencing on the
Borrowing Date with respect to such Negotiated Rate Loan or the last day of any
Interest Period with respect thereto and ending on the dates as shall be
mutually agreed upon between the relevant Borrower and the relevant Bank;


 


provided, that all of
the foregoing provisions relating to Interest Periods are subject to the
following:


 


(i)            if
any Interest Period pertaining to a Eurodollar Loan or an Index Rate Bid Loan
would otherwise end on a day which is not a Working Day, that Interest Period
shall be extended to the next succeeding Working Day unless the result of such
extension would be to carry such Interest Period into another calendar month in
which event such Interest Period shall end on the immediately preceding Working
Day;


 


(ii)           if
any Interest Period pertaining to a Negotiated Rate Loan or an Absolute Rate
Bid Loan would otherwise end on a day which is not a Business Day, that
Interest Period shall be extended to the next succeeding Business Day;


 


(iii)          any
Interest Period pertaining to a Eurodollar Loan having an Interest Period of
one, two, three or six months or an Index Rate Bid Loan having an Interest
Period of one, two, three, four, five or six months, that begins on the last
Working 


 


8

















 


Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Working Day of a calendar month;


 


(iv)          Interest
Periods shall be deemed available only if the Required Banks shall not have
advised the Administrative Agent that the Eurodollar Rate determined by the
Administrative Agent on the basis of the applicable quotes will not adequately
and fairly reflect the cost to such Banks of maintaining or funding their
Committed Rate Loans bearing interest based on the Eurodollar Rate determined
for such Interest Period.  The
Administrative Agent shall notify the Borrowers and each Bank promptly after
having been advised by the Required Banks that a Eurodollar Rate will not so
adequately and fairly reflect such Banks’ costs as aforesaid.  If a requested Interest Period shall be
unavailable in accordance with the foregoing sentence, the proposed Borrower
may (A) in accordance with the provisions (including any requirements for
notification) of subsection 2.1 request, at its option, that the requested
Committed Rate Loans be made or maintained as ABR Loans or (B) withdraw
the request for such Committed Rate Loans for which the Interest Period was
unavailable by giving notice of such election to the Administrative Agent in
accordance with subsection 2.11; provided, that if the Administrative
Agent does not receive any notice hereunder with respect to requested Committed
Rate Loans, such Borrower shall be deemed to have requested ABR Loans;


 


(v)           with
respect to Loans made by an Objecting Bank, no Interest Periods with respect to
such Loans shall end after the first anniversary of such Objecting Bank’s
Commitment Expiration Date; and


 


(vi)          no
Interest Period shall end after the Maturity Date.


 


“JPMorgan Chase Bank, N.A.”: 
JPMorgan Chase Bank, N.A., a national association.


 


“Loan Account”:  as defined in subsection 2.3; collectively,
the “Loan Accounts”.


 


“Loan Assignees”:  as defined in subsection 10.5(c).


 


“Loan Assignment”:  a Loan Assignment, substantially in the form
of Exhibit E.


 


“Loans”:  the collective reference to the Committed
Rate Loans, the Bid Loans and the Negotiated Rate Loans.


 


“Majority Banks”:  at any particular time, Banks having
Commitment Percentages aggregating more than fifty percent; provided that
(a) at any time after the termination of all the Commitments, “Majority
Banks” shall mean Banks holding Loans aggregating more than fifty percent in
principal amount of all outstanding Loans and (b) at any time after the
Commitment Expiration Date with respect to any Objecting Bank (but prior to the
termination of all the Commitments), “Majority Banks” shall mean Banks whose
Exposure aggregates more than fifty percent of the aggregate Exposure of all
the Banks.


 


9

















 


“Margin Stock”:  as defined in Regulation U of the Board.


 


“Maturity Date”:  the one-year anniversary of the Termination
Date.


 


“Moody’s”:  Moody’s Investor Service, Inc.


 


“Mortgage”:  as defined in subsection 6.2.


 


“Negotiated Rate Loan”:  each Loan made to a Borrower by a Bank
pursuant to a Negotiated Rate Loan Request in such principal amount, for such
number of Interest Periods (subject to the proviso to the definition of “Interest
Period” in this subsection 1.1) and having such interest rate(s) and
repayment terms as shall, in each case, be mutually agreed upon between such
Borrower and such Bank.


 


“Negotiated Rate Loan Request”:  each request by a Borrower for a Bank to make
Negotiated Rate Loans, which shall be delivered to such Bank in writing, by
facsimile transmission, or by telephone, immediately confirmed in writing, and
which shall specify the amount to be borrowed and the proposed Borrowing Date.


 


“Net Earnings Available for Fixed Charges”:  for any particular period for the Capital Corporation
and its consolidated Subsidiaries, consolidated net earnings of the Capital
Corporation and such Subsidiaries for such period without deduction of Fixed
Charges and without deduction of federal, state or other income taxes, provided
that such net earnings for a fiscal quarter of the Capital Corporation and its
consolidated Subsidiaries (including the last quarter of a fiscal year of the
Capital Corporation and its consolidated Subsidiaries) shall be determined by
reference to the publicly available statement of income of the Capital
Corporation and its consolidated Subsidiaries for or covering such fiscal
quarter and after such adjustments, if any, as may be required so that such net
earnings are determined in accordance with GAAP, except that earned investment
tax credits may be included as revenue in the consolidated income statement of
the Capital Corporation and its consolidated Subsidiaries, rather than as an
offset against the provision for income taxes.


 


“New Bank”:  as defined in subsection 2.20(b).


 


“New Bank Supplement”:  as defined in subsection 2.20(b).


 


“Notes”:  the collective reference to any promissory
note evidencing Loans.


 


“Objecting Banks”:  as defined in subsection 2.16(a).


 


“Offered Increase Amount”:  as defined in subsection 2.20(a).


 


“Participants”:  as defined in subsection 10.5(b).


 


“Person”:  an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature, provided
that for purposes of

Section  8(h), Person
shall 


 


10

















 


also include two or more
entities acting as a syndicate or any other group for the purpose of acquiring,
holding or disposing of securities of the Company.


 


“Plan”:  any pension plan which is covered by Title IV
of ERISA and in respect of which either Borrower or a Commonly Controlled
Entity is an “employer” as defined in Section 3(5) of ERISA.


 


“Prevailing Rating”:  at any date of determination, the higher of (x) the
Credit Rating of the Company assigned by S&P and (y) the Credit Rating
of the Company assigned by Moody’s.


 


“Purchasing Banks”:  as defined in subsection 10.5(d).


 


“Re-Allocation Date”:  as defined in subsection 2.20(e).


 


“Register”:  as defined in subsection 10.5(e).


 


“Report Period”:  as defined in subsection 2.18.


 


“Reportable Event”:  any of the events set forth in Section 4043(b) of
ERISA or the regulations thereunder.


 


“Required Banks”:  at a particular time, Banks having Commitment
Percentages aggregating at least 66-2/3%; provided that (a) at any
time after the termination of all the Commitments, “Required Banks” means Banks
holding Loans aggregating at least 66-2/3% in principal amount of all
outstanding Loans, (b) as used in subsection 2.16, “Required Banks” means
with respect to any Extension Request, at a particular time after the
Termination Date has been extended pursuant to such subsection, Banks (i) which
are not Objecting Banks with respect to any previous Extension Request and (ii) which
have Commitment Percentages aggregating at least 66-2/3% of the aggregate
Commitment Percentages of such non-Objecting Banks and (c) as used in any
provision other than subsection 2.16 at any time after the Commitment
Expiration Date with respect to any Objecting Bank (but prior to the
termination of all the Commitments), “Required Banks” means Banks whose
Exposure aggregates at least 66-2/3% of the aggregate Exposure of all the
Banks.


 


“Requirement of Law”:  as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation, or determination of
an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.


 


“Reserves”:  as defined in subsection 2.13(c).


 


“Responsible Officer”:  of a Borrower, the Chairman, the President,
any Executive, Senior or other Vice President, the Treasurer and any Assistant
Treasurer of such Borrower.


 


11

















 


“Restricted Margin Stock”:  any Margin Stock, the sale, pledge or other
disposition of which by the Company or any of its Subsidiaries is in any way
restricted by an arrangement with any Bank or any affiliate thereof to the
extent that the value thereof (determined in accordance with Regulation U of
the Board) does not exceed 25% of the value (determined in accordance with such
Regulation U) of all the assets subject to such restriction.


 


“Restricted Subsidiary”:  any Subsidiary of the Company incorporated in
the United States of America or Canada (a) which is engaged in, or whose
principal assets consist of property used by the Company or any Restricted
Subsidiary in, the manufacture of products within the United States of America
or Canada or in the sale of products principally to customers located in the
United States of America or Canada except any corporation which is a retail
dealer in which the Company has, directly or indirectly, an investment, or (b) which
the Company shall designate as a Restricted Subsidiary in an officers’
certificate signed by two Responsible Officers of the Company and delivered to
the Administrative Agent.


 


“S&P”:  Standard and Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc.


 


“Sale and Lease-back Transaction”:  as defined in subsection 6.3.


 


“Securitization Indebtedness”:  the aggregate outstanding indebtedness for
borrowed money, owner trust certificates (however classified) or credit
enhancements incurred in connection with transactions involving (i) the
sale, transfer or other disposition of receivables or leases (retail or
wholesale) by the Capital Corporation or any of its Subsidiaries and (ii) the
issuance of commercial paper, medium term notes or any other form of financing
by any structured bankruptcy-remote Subsidiary of the Capital Corporation or
any related conduit lender (such transactions, “Securitizations”), provided,
that the aggregate outstanding credit enhancements in the form of cash or
letter(s) of credit provided by the Capital Corporation or any of its
Subsidiaries (other than any structured bankruptcy-remote Subsidiary) in excess
of 10% of the aggregate outstanding indebtedness for borrowed money and owner
trust certificates (however classified) incurred in connection with such
Securitizations shall not be deemed for the purposes of this Agreement to be
Securitization Indebtedness, but shall be deemed for purposes of Section 7.2
to be Consolidated Senior Debt.


 


“Significant Subsidiary”:  of a Borrower, any Subsidiary of such
Borrower the assets, revenues or net worth of which is, at the time of
determination, equal to or greater than ten percent of the assets, revenues or net
worth, respectively, of such Borrower at such time.


 


“Subsidiary”:  of a Person, a corporation or other entity of
which securities or other ownership interests having ordinary voting power
(other than securities or other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the  board of directors or other Persons
performing similar functions are at the time directly or indirectly owned by
such Person or one or more Subsidiaries of such Person, or by such Person and
one or more Subsidiaries of such Person.


 


12

















 


“Syndication Agents”:  as defined in the preamble hereto.


 


“Termination Date”:  the date which is 364 days after the Closing
Date or such later date as shall be determined pursuant to the provisions of
subsection 2.16 with respect to non-Objecting Banks.


 


“Total Stockholders’ Equity”:  at a particular time, the total stockholders’
equity, exclusive of adjustments resulting from any accumulated other
comprehensive income of the Company and its consolidated Subsidiaries as at the
end of any fiscal quarter (including the last quarter of any fiscal year) as
determined in accordance with GAAP.


 


“Transferees”:  as defined in subsection 10.5(g).


 


“Transfer Effective Date”:  as defined in each Commitment Transfer
Supplement and each Loan Assignment.


 


“Type”:  as to any Committed Rate Loan, its nature as
an ABR Loan or Eurodollar Loan.


 


“Utilization Fee”:  as defined in subsection 2.4(b).


 


“Utilization Fee Rate”: the rate per
annum set forth below in the column corresponding to the Prevailing Rating of
the Company:


 


	
  Greater than or 

  equal to A+/A1

  	
   

  	
  A/A2

  	
   

  	
  A-/A3

  	
   

  	
  BBB+/Baa1

  	
   

  	
  BBB/Baa2

  	
   

  	
  Lower than 

  BBB/Baa2

  	
   

  
	
  0.050

  	
  %

  	
  0.050

  	
  %

  	
  0.050

  	
  %

  	
  0.100

  	
  %

  	
  0.100

  	
  %

  	
  0.100

  	
  %

  



 


“Utilization Percentage”:  on any day, the percentage equivalent of a
fraction (a) the numerator of which is the aggregate outstanding principal
amount of the Loans and (b) the denominator of which is the aggregate
Commitments (or, on any day after termination of the Commitments, the aggregate
Commitments in effect immediately preceding such termination).


 


“Working Day”:  any Business Day on which dealings in foreign
currencies and exchange between banks may be carried on in London, England and
New York, New York.


 


1.2.          Other Definitional Provisions.  (a)  All terms defined in this Agreement
shall have the defined meanings when used in any certificate or other document
made or delivered pursuant hereto.


 


(b)           As used herein and in any certificate
or other document made or delivered pursuant hereto, accounting terms relating
to either Borrower and its Subsidiaries not defined in subsection 1.1, and
accounting terms partly defined in subsection 1.1 to the extent not defined,
shall have the respective meanings given to them under GAAP.


 


(c)           The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any 


 


13

















 


particular provision of this
Agreement, and Section, subsection, Schedule and Exhibit references are to
this Agreement unless otherwise specified.


 


(d)           Unless otherwise qualified, all
references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer
to a Subsidiary or Subsidiaries of the relevant Borrower.


 


	
  SECTION 2

  	
   

  	
  THE COMMITTED RATE LOANS; THE BID LOANS; THE
  NEGOTIATED RATE LOANS; AMOUNT AND TERMS

  



 


2.1.          The Committed Rate Loans.  (a)  During the Commitment Period,
subject to the terms and conditions hereof, each Bank severally agrees to make
loans (individually, a “Committed Rate Loan”) to either Borrower in
Dollars from time to time in an aggregate principal amount for both Borrowers
at any one time outstanding not to exceed such Bank’s Commitment.  During the Commitment Period, either Borrower
may use the Commitments by borrowing, repaying and reborrowing, all in
accordance with the terms and conditions hereof.


 


(b)           The Committed Rate Loans may be
either (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination
thereof as determined by the relevant Borrower.


 


(c)           Either Borrower may borrow Committed
Rate Loans on any Working Day, if the borrowing is of Eurodollar Loans, or on
any Business Day, if the borrowing is of ABR Loans; provided, however,
that a Responsible Officer of such Borrower shall give the Administrative Agent
irrevocable notice thereof (which notice must be received by the Administrative
Agent (i) prior to 12:00 Noon, New York City time, three Working Days
prior to the requested Borrowing Date, in the case of Eurodollar Loans and (ii) prior
to 12:00 Noon, New York City time, on the requested Borrowing Date, in the case
of ABR Loans.  Each such notice shall be
given in writing or by facsimile transmission substantially in the form of Exhibit A
(with appropriate insertions) or shall be given by telephone (specifying the
information set forth in Exhibit A) promptly confirmed by notice given in
writing or by facsimile transmission substantially in the form of Exhibit A
(with appropriate insertions).  On the
day of receipt of any such notice from either Borrower, the Administrative
Agent shall promptly notify each Bank thereof. 
Each Bank will make the amount of its share of each borrowing available
to the Administrative Agent for the account of such Borrower at the office of
the Administrative Agent set forth in subsection 10.2 at 11:00 A.M. (or
2:00 P.M., in the case of ABR Loans requested pursuant to clause (iii) above),
New York City time, on the Borrowing Date requested by such Borrower in funds immediately
available to the Administrative Agent as the Administrative Agent may
direct.  The proceeds of all such
Committed Rate Loans will be made available promptly to such Borrower by the
Administrative Agent at the office of the Administrative Agent specified in
subsection 10.2 by crediting the account of such Borrower on the books of such
office of the Administrative Agent with the aggregate of the amount made
available to the Administrative Agent by the Banks and in like funds as
received by the Administrative Agent.


 


(d)           All Committed Rate Loans made to each
Borrower shall be repaid in full by such Borrower on or before the Maturity
Date; provided the Committed Rate Loans made by Objecting Banks shall be
repaid as provided in subsection 2.16(b).


 


14

















 


2.2.          The Bid Loans; the Negotiated Rate
Loans.  (a)  Either
Borrower may borrow Bid Loans or Negotiated Rate Loans from time to time on any
Business Day (in the case of Bid Loans made pursuant to an Absolute Rate Bid
Loan Request), any Working Day (in the case of Bid Loans made pursuant to an
Index Rate Bid Loan Request) or, in the case of Negotiated Rate Loans, on such
days as shall be mutually agreed upon between the relevant Borrower and the
applicable Bank, in each case during the Commitment Period and in the manner
set forth in this subsection 2.2 and in amounts such that the aggregate
principal amount of Loans at any time outstanding shall not exceed the
aggregate amount of the Commitments at such time.  Notwithstanding any other provision of this
Agreement, the aggregate principal amount of the outstanding Bid Loans and/or
Negotiated Rate Loans made by any Bank may at any time (but shall not be
required to) exceed the Commitment of such Bank so long as the aggregate
outstanding principal amount of all Loans does not at any time exceed the
aggregate amount of the Commitments.


 


(b)           (i)  Either Borrower shall
request Bid Loans or Negotiated Rate Loans by delivering (A) in the case
of an Index Rate Bid Loan, a Bid Loan Request to the Administrative Agent, c/o
JPMorgan Chase Bank, N.A., 1111 Fannin Street, 10th Floor, Houston,
Texas 77002, Attention:  Talitha Humes,
Telephone:  (713) 750-6190,
Facsimile:  (713) 750-2782], not later
than 12:00 Noon (New York City time) four Working Days prior to the proposed
Borrowing Date, (B) in the case of an Absolute Rate Bid Loan, a Bid Loan
Request to the Administrative Agent at the address set forth in clause (A) of
this subsection 2.2(b)(i) not later than 10:00 A.M. (New York City
time) one Business Day prior to the proposed Borrowing Date or (C) in the
case of a Negotiated Rate Loan, a Negotiated Rate Loan Request to any Bank at
such time as the applicable Borrower and the applicable Bank shall agree.  Each Bid Loan Request may solicit bids for
Bid Loans in an aggregate principal amount of $25,000,000 or an integral
multiple of $5,000,000 in excess thereof and for not more than three
alternative Interest Periods for such Bid Loans.  The Administrative Agent shall promptly
notify each Bid Loan Bank by facsimile transmission or by telephone,
immediately confirmed by facsimile transmission, of the contents of each Bid
Loan Request received by it.


 


(ii)           In
the case of an Index Rate Bid Loan Request, upon receipt of notice from the
Administrative Agent of the contents of such Bid Loan Request, any Bid Loan
Bank that elects, in its sole discretion, to do so, shall irrevocably offer to
make one or more Bid Loans at the Applicable Index Rate plus or minus a margin
for each such Bid Loan determined by such Bid Loan Bank, in its sole
discretion.  Any such irrevocable offer
shall be made by delivering a Bid Loan Offer to the Administrative Agent at the
address set forth in clause (i)(A) above before 10:30 A.M. (New York
City time) three Working Days before the proposed Borrowing Date, setting forth
the maximum amount of Bid Loans for each Interest Period, and the aggregate
maximum amount for all Interest Periods, which such Bank would be willing to
make and the margin above or below the Applicable Index Rate at which such Bid
Loan Bank is willing to make each such Bid Loan.  The Administrative Agent shall advise the
relevant Borrower before 11:00 A.M. (New York City time) three Working
Days before the proposed Borrowing Date of the contents of each such Bid Loan
Offer received by it.  If the
Administrative Agent in its capacity as a Bid Loan Bank shall, in its sole
discretion, elect to make any such offer, it shall advise such Borrower of the
contents of its Bid Loan Offer before 10:15 A.M. (New York City time)
three Working Days before the proposed Borrowing Date.


 


15
















 


(iii)          In
the case of an Absolute Rate Bid Loan Request, upon receipt of notice from the
Administrative Agent of the contents of such Bid Loan Request, any Bid Loan
Bank that elects, in its sole discretion, to do so, shall irrevocably offer to
make one or more Bid Loans at a rate or rates of interest for each such Bid
Loan determined by such Bid Loan Bank in its sole discretion.  Any such irrevocable offer shall be made by
delivering a Bid Loan Offer to the Administrative Agent at the address set
forth in clause (i)(A) of this subsection 2.2(b) before 9:30 A.M.
(New York City time) on the proposed Borrowing Date, setting forth the maximum
amount of Bid Loans for each Interest Period, and the aggregate maximum amount
for all Interest Periods, which such Bid Loan Bank would be willing to make and
the rate or rates of interest at which such Bid Loan Bank is willing to make
each such Bid Loan.  The Administrative
Agent shall advise the relevant Borrower before 10:00 A.M. (New York City
time) on the proposed Borrowing Date of the contents of each such Bid Loan
Offer received by it.  If the
Administrative Agent in its capacity as a Bid Loan Bank shall, in its sole
discretion, elect to make any such offer, it shall advise such Borrower of the
contents of its Bid Loan Offer before 9:15 A.M. (New York City time) on
the proposed Borrowing Date.


 


(iv)          The
relevant Borrower shall before 11:30 A.M. (New York City time) three
Working Days before the proposed Borrowing Date (in the case of Bid Loans
requested by an Index Rate Bid Loan Request) and before 10:30 A.M. (New
York City time) on the proposed Borrowing Date (in the case of Bid Loans
requested by an Absolute Rate Bid Loan Request) either, in its absolute
discretion:


 


(A)          cancel
such Bid Loan Request by giving the Administrative Agent telephone notice to
that effect, or


 


(B)           accept
one or more of the offers made by any Bid Loan Bank or Bid Loan Banks pursuant
to clause (ii) or clause (iii) of this subsection 2.2(b), as the case
may be, by giving telephone notice to the Administrative Agent (immediately
confirmed by delivery to the Administrative Agent at the address set forth in
clause (i)(A) of this subsection 2.2(b) of a Bid Loan Confirmation)
of the amount of Bid Loans for each relevant Interest Period to be made by each
Bid Loan Bank (which amount shall be equal to or less than the maximum amount
for such Interest Period specified in the Bid Loan Offer of such Bid Loan Bank,
and for all Interest Periods included in such Bid Loan Offer shall be equal to
or less than the aggregate maximum amount specified in such Bid Loan Offer for
all such Interest Periods) and reject any remaining offers made by Bid Loan
Banks pursuant to clause (ii) or clause (iii) above, as the case may
be; provided, however, that (x) such Borrower may not accept
offers for Bid Loans for any Interest Period in an aggregate principal amount
in excess of the maximum principal amount requested for such Interest Period in
the related Bid Loan Request, (y) if such Borrower accepts any such
offers, it must accept offers strictly based upon pricing for such relevant
Interest Period and upon no other criteria whatsoever and (z) if two or
more Bid Loan Banks submit offers for any Interest Period at identical pricing
and such Borrower accepts any of such offers but does not wish to borrow the
total amount offered by such Bid Loan Banks with such identical pricing, such
Borrower shall accept offers from all of such Bid Loan Banks in amounts
allocated among them pro  rata according to the amounts offered by
such Bid Loan Banks (or as nearly pro  rata as shall be
practicable, after giving effect to the requirement that Bid Loans made by a
Bid Loan Bank on a Borrowing Date 


 


16

















 


for each relevant Interest Period shall be in a principal amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being
agreed that to the extent that it is not possible to make allocations in
accordance with the provisions of this clause (z) such allocations shall
be made in accordance with the instructions of such Borrower, it being
understood that in no event shall any Bank be obligated to make any Bid Loan in
a principal amount less than $5,000,000).


 


(v)           If
such Borrower notifies the Administrative Agent that a Bid Loan Request is
cancelled pursuant to clause (iv)(A) of this subsection 2.2(b), the
Administrative Agent shall give prompt telephone notice thereof to the Bid Loan
Banks, and the Bid Loans requested thereby shall not be made.


 


(vi)          (A) 
If such Borrower accepts pursuant to clause (iv)(B) of this subsection 2.2(b) one
or more of the offers made by any Bid Loan Bank or Bid Loan Banks pursuant to a
Bid Loan Request, the Administrative Agent shall promptly notify by telephone
each Bid Loan Bank which has made such an offer of the aggregate amount of such
Bid Loans to be made on such Borrowing Date for each Interest Period and of the
acceptance or rejection of any offers to make such Bid Loans made by such Bid
Loan Bank.  Each Bid Loan Bank which is
to make a Bid Loan pursuant to a Bid Loan Request shall, before 12:00 Noon (New
York City time) on the Borrowing Date specified in the Bid Loan Request
applicable thereto, make available to the Administrative Agent at its office
set forth in subsection 10.2 the amount of Bid Loans to be made by such Bid
Loan Bank, in immediately available funds. 
The Administrative Agent will make such funds available to such Borrower
as soon as practicable on such date at the Administrative Agent’s aforesaid
address.


 


(B)           If
such Borrower and any Bank agree to the terms of a Negotiated Rate Loan to be
made on a Borrowing Date pursuant to a Negotiated Rate Loan Request, such
Borrower and such Bank shall promptly notify by telephone the Administrative
Agent of the aggregate amount of Negotiated Rate Loans to be made on such
Borrowing Date and the respective Interest Periods therefor.  Each Bank which is to make a Negotiated Rate
Loan shall, at such time, on such Borrowing Date and at such location as shall
be mutually agreed upon between such Borrower and such Bank, make available to
such Borrower the amount of Negotiated Rate Loans to be made by such Bank, in
immediately available funds.


 


(C)           As
soon as practicable after each Borrowing Date for Bid Loans and Negotiated Rate
Loans, the Administrative Agent shall notify each Bank of the aggregate amount
of Bid Loans or Negotiated Rate Loans advanced pursuant to a Bid Loan Request
or Negotiated Rate Loan Request on such Borrowing Date and the respective
Interest Periods therefor.


 


(c)           Within the limits and on the
conditions set forth in this subsection 2.2, each Borrower may from time to
time borrow under this subsection 2.2, repay pursuant to paragraph (d) below,
and reborrow under this subsection 2.2.


 


(d)           Each Borrower shall repay to the
Administrative Agent for the account of each Bid Loan Bank (or the Loan
Assignee in respect thereof, as the case may be) which has made a Bid Loan to
such Borrower on the last day of the Interest Period for each Bid Loan (such 


 


17

















 


Interest Period
being that specified by such Borrower for repayment of such Bid Loan in the
related Bid Loan Request) the then unpaid principal amount of such Bid
Loan.  Each Borrower shall repay to each
Bank which has made a Negotiated Rate Loan to such Borrower (or the Loan
Assignee in respect thereof, as the case may be) the principal thereof as
agreed by such Borrower and such Bank.


 


(e)           Each Borrower shall pay interest
on the unpaid principal amount of each Bid Loan and each Negotiated Rate Loan
borrowed by such Borrower from the applicable Borrowing Date to the stated
maturity date thereof, in the case of a Bid Loan, at the rate of interest
determined pursuant to paragraph (b) of this subsection 2.2, and, in the
case of a Negotiated Rate Loan, as agreed by such Borrower and the relevant
Bank (calculated on the basis of a 360 day year for actual days elapsed),
payable on the interest payment date or dates (i) specified by such
Borrower for such Bid Loan in the related Bid Loan Request and (ii) mutually
agreed upon between such Borrower and such Bank in the case of Negotiated Rate
Loans, provided that as to any Bid Loan in respect of which the stated
maturity date is more than three months after such Borrowing Date, interest
shall also be paid on the day which occurs three months after such Borrowing
Date.  If all or a portion of the
principal amount of any Bid Loan shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue principal amount
shall, without limiting any rights of any Bank under this Agreement, bear
interest from the date on which such payment was due at a rate per annum which
is 1% above the rate which would otherwise be applicable to such Bid Loan until
the scheduled maturity date with respect thereto and for each day thereafter at
a rate per annum which is 1% above the ABR until paid in full (as well after as
before judgment).  If all or any portion
of the principal amount of any Negotiated Rate Loan shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
principal amount shall, without limiting any rights of any Bank under this
Agreement, bear interest from the date on which such payment was due at a rate
per annum as shall be mutually agreed upon between the relevant Borrower and
the relevant Bank.


 


(f)            After the first Bid Loan Request
has been given hereunder, no Bid Loan Request or Negotiated Rate Loan Request
shall be given until at least one Business Day, in the case of an Absolute Rate
Bid Loan Request, or one Working Day, in the case of an Index Rate Bid Loan
Request, after the earliest to occur of (i) the Borrowing Dates with
respect to all prior Bid Loan Requests made pursuant to subsection 2.2(b)(i), (ii) the
date on which all Bid Loan Banks have failed to submit Bid Loan Offers with
respect to any Bid Loan Requests within the time specified in subsection 2.2(b)(ii) or
(iii), as the case may be, and (iii) the date on which the relevant
Borrower has cancelled all prior Bid Loan Requests pursuant to subsection
2.2(b)(iv).


 


18

















 


2.3.          Loan
Accounts.  Each Bank, with respect to
its Committed Rate Loans, Bid Loans and Negotiated Rate Loans, and the
Administrative Agent, with respect to all Committed Rate Loans, Negotiated Rate
Loans and Bid Loans, shall open and maintain in the name of each Borrower loan
accounts (as to each Bank, its “Loan Account” applicable to such
Borrower) on its books and records setting forth the amounts of principal,
interest and other sums paid and payable by such Borrower from time to time
hereunder in respect of such Loans, and the obligation of such Borrower to pay
or repay, as the case may be, such amounts to such Bank shall be evidenced by
such Bank’s Loan Account.  In case of any
dispute, action or proceeding relating to any Committed Rate Loan, Bid Loan or
Negotiated Rate Loan, the entries in such records shall constitute prima
facie evidence of the accuracy of the information set forth
therein.  In case of discrepancy between
the entries in the Administrative Agent’s books and records and any Bank’s, the
entries in the Administrative Agent’s books and records shall constitute prima
facie evidence of the accuracy of the information set forth therein.


 


2.4.          Fees.  (a)  The Company and the Capital
Corporation jointly and severally agree to pay to the Administrative Agent for
the account of each Bank a facility fee (i) from and including the Closing
Date to but excluding the date on which the Commitment of such Bank terminates
hereunder, computed at a per annum rate equal to the Facility Fee Rate on the
average daily amount of the Commitment of such Bank in effect during the period
for which payment is made and (ii) thereafter until all Committed Rate
Loans of such Bank are paid in full, computed at a per annum rate equal to the
Facility Fee Rate on the average daily amount of such Committed Rate Loans
outstanding, in each case, payable quarterly in arrears on the first Business
Day of each January, April, July and October of each year, on the
Termination Date or such earlier date on which the Commitments shall terminate
as provided herein, and on the Maturity Date or such earlier date on which the
Loans are repaid in full and, with respect to any Objecting Bank, the day on
which such Bank’s Loans become due and payable in accordance with subsection
2.16(b), commencing in April, 2008.


 


(b)           The Company and the Capital
Corporation jointly and severally agree to pay to the Administrative Agent for
the account of each Bank a utilization fee (a “Utilization Fee”) at a rate per
annum equal to the applicable Utilization Fee Rate on the daily amount of such
Bank’s outstanding Committed Rate Loans for each day on which the Utilization
Percentage exceeds 50%.  Such Utilization
Fees shall be payable quarterly in arrears on the first Business Day of each of
January, April, July and October of each year, on the Termination
Date or such earlier date on which the Commitments shall terminate as provided
herein, and on the Maturity Date or such earlier date on which the Loans are
repaid in full and, with respect to any Objecting Bank, the day on which such
Bank’s Loans become due and payable in accordance with subsection 2.16(b),
commencing in April, 2008.


 


(c)           The Company and the Capital
Corporation jointly and severally agree to pay to the Administrative Agent for
its own account all fees set forth in the letter agreement dated February 7,
2008 from J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. to the
Borrowers.


 


(d)           The Company and the Capital
Corporation jointly and severally agree to pay to the Administrative Agent for
its own account all other fees payable to the Administrative Agent as the
Borrowers and the Administrative Agent shall mutually agree from time to time.


 


19

















 


2.5.          Termination
or Reduction of Commitments; Cancellation of Capital Corporation as Borrower.  (a)  The Borrowers, acting jointly,
shall have the right, upon not less than five Business Days’ notice to the
Administrative Agent, to terminate the Commitments or, from time to time,
reduce the amount of the Commitments, provided that (i) any such
reduction shall be accompanied by prepayment of Committed Rate Loans hereunder,
together with accrued interest on the amount so prepaid to the date of such
prepayment, to the extent, if any, that the aggregate outstanding principal
amount of all Loans exceeds the amount of the Commitments as then reduced and (ii) any
such termination of the Commitments shall be accompanied by  prepayment in full of the Loans then
outstanding hereunder in accordance with subsection 2.6 together with payment
of any accrued interest and fees, and any termination of a Bank’s Commitment
pursuant to subsection 2.13, 2.16 or 2.17 shall, with respect to each affected
Loan, on the last day of the applicable Interest Period therefor or, if
earlier, on such earlier date as shall be notified by the Borrowers, be
accompanied by prepayment in full of such Loan, together with, in each case,
accrued interest thereon to the date of such prepayment, the payment of any
unpaid facility fee and Utilization Fee then accrued hereunder, and the payment
of any amounts then payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17.  Upon receipt of such notice from the
Borrowers the Administrative Agent shall promptly notify each Bank
thereof.  Any reduction of the
Commitments pursuant to this subsection 2.5 shall be in an amount not less than
$25,000,000, and shall be an amount which is a whole multiple of $5,000,000,
and shall reduce permanently the amount of the Commitments then in effect.


 


(b)           The Company may cancel the
ability of the Capital Corporation to borrow hereunder upon not less than five
Business Days’ notice to the Administrative Agent.  Upon receipt of such notice from the Company,
the Administrative Agent shall promptly notify each Bank thereof.  On the first day following receipt of such
notice, on which all Loans to the Capital Corporation and all interest thereon
shall have been paid in full, and notwithstanding any other provision of this
Agreement, (i) the Capital Corporation shall cease to be a party hereto or
to have any right or obligation hereunder, (ii) rights and obligations
expressed herein to be, in effect, of either the Company or the Capital
Corporation or of both of them, but not any such rights and obligations
expressed herein to be of the Capital Corporation only, shall be deemed to be
rights and obligations of the Company only and (iii) the Banks shall cease
to have any right or obligation hereunder which depends or is contingent upon
any action, condition or performance, or the absence thereof, whether past or
present, of the Capital Corporation other than any action, condition or
performance, or the absence thereof, of the Capital Corporation in its capacity
as a Subsidiary, Significant Subsidiary or Restricted Subsidiary hereunder; provided,
however, that the obligation of the Capital Corporation to make any
payment pursuant to subsection 2.13, 2.14, 2.15 or 2.17 which arises prior to
the cancellation of the ability of the Capital Corporation to borrow hereunder
shall survive the cancellation of the ability of the Capital Corporation to
borrow hereunder.


 


2.6.          Optional
Prepayments.  Either Borrower may at
any time and from time to time prepay its Committed Rate Loans in whole or in
part, without premium or penalty, but subject to the provisions of subsection
2.14, upon at least three Working Days’ irrevocable notice (by 11:00 a.m.,
New York City time), in the case of Eurodollar Loans, or same day irrevocable
notice in the case of ABR Loans, in each case to the Administrative Agent,
specifying the date and amount of prepayment and whether the prepayment is of
its Eurodollar Loans, ABR Loans, or a combination thereof, and if of a combination
thereof, the amount of prepayment allocable to


 


20

















 


each.  Upon receipt of such notice the
Administrative Agent shall promptly notify each Bank thereof.  If such notice is given, the Borrower
delivering such notice shall make such prepayment, and the payment of the
amount specified in such notice shall be due and payable, on the date specified
therein, together with accrued interest to such date on the amount prepaid and
any amounts payable pursuant to subsections 2.14 and 2.15.  Except as provided in the immediately
following sentence, partial prepayments shall be in an aggregate principal
amount of $5,000,000, or a whole multiple thereof; provided, however,
that after giving effect thereto, the aggregate principal amount of all
Committed Rate Loans made on the same Borrowing Date shall not be less than
$25,000,000.  Anything contained in this
subsection 2.6 to the contrary notwithstanding, partial prepayments of a
Cancelled Bank’s Loans in connection with the termination under subsection
2.13(a), (b) or (c), 2.16(c) or 2.17(b) of such Cancelled Bank’s
Commitment (in whole or in part) shall be in an amount equal to the principal
amount of the Loans of such Bank being prepaid, notwithstanding the amount thereof,
and shall be permitted notwithstanding the provisions of the foregoing
proviso.  Either Borrower may prepay
Negotiated Rate Loans or Bid Loans on such terms as shall be mutually agreed
upon between the relevant Borrower and the relevant Bank.


 


2.7.          Minimum
Amount of Certain Loans.  All
borrowings, conversions, continuations, payments and, except as set forth in
the penultimate sentence of subsection 2.6, prepayments in respect of Committed
Rate Loans shall be in such amounts and be made pursuant to such elections
that, after giving effect thereto, (a) the aggregate principal amount of
Committed Rate Loans made on any Borrowing Date shall not be less than
$25,000,000 or a whole multiple of $5,000,000 in excess thereof and (b) the
aggregate principal amount of Committed Rate Loans of any Type with the same
Interest Period shall not be less than $10,000,000 or a whole multiple of
$1,000,000 in excess thereof.


 


2.8.          Committed
Rate Loan Interest Rate and Payment Dates. 
(a)  The Eurodollar Loans shall bear interest for the period from
the date thereof until the stated maturity thereof on the unpaid principal
amount thereof at a rate per annum equal to the Eurodollar Rate determined for
the Interest Period therefor plus the Applicable Margin.


 


(b)           The ABR Loans shall bear
interest for each day during the period from the date thereof until the payment
in full thereof on the unpaid principal amount thereof at a fluctuating rate
per annum equal to the ABR for such day plus the Applicable Margin.


 


(c)           If all or a portion of the
principal amount of any of the Committed Rate Loans shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise) such overdue
principal amount of such Committed Rate Loan (i) shall bear interest at a
rate per annum which is 1% above the rate which would otherwise be applicable
pursuant to subsection 2.8(a) or (b) as the case may be, from the
date when such principal amount is due until the date on which such amount is
paid in full and (ii) shall, if such Committed Rate Loan is a Eurodollar
Loan, be converted to an ABR Loan at the end of the Interest Period applicable
thereto.


 


(d)           Interest shall be payable in
arrears on each Interest Payment Date.


 


2.9.          Conversion
and Continuation Options.  (a)  The
relevant Borrower may elect from time to time to convert Committed Rate Loans
of one Type into Committed Rate Loans of another Type by giving to the
Administrative Agent irrevocable notice of such


 


21

















 


conversion by the
earliest time that they would have been required to give notice under
subsection 2.1(c) if they had been borrowing Committed Rate Loans of each
such Type on the conversion date specified in such notice, provided that
any such conversion of Eurodollar Loans may only be made on the last day of an
Interest Period with respect thereto. 
Any such notice of conversion to Eurodollar Loans shall specify the
length of the initial Interest Period or Interest Periods therefor.  Upon receipt of any such notice the Administrative
Agent shall promptly notify each Bank thereof. 
All or any part of outstanding Eurodollar Loans and ABR Loans may be
converted as provided herein, provided that no Loan may be converted
into a Eurodollar Loan after the date that is one month prior to (i) in
the case of a Loan made by an Objecting Bank, the first anniversary of such
Objecting Bank’s Commitment Expiration Date, and (ii) in the case of all
Loans, the Maturity Date.


 


(b)           Any Eurodollar Loans may be
continued as such upon the expiration of the then current Interest Period with
respect thereto by the relevant Borrower giving notice to the Administrative
Agent, such notice to be given by the time it would have been required to give
notice under subsection 2.1(c) if it had been borrowing Eurodollar Loans
on the last day of the then expiring Interest Period therefor, of the length of
the next Interest Period to be applicable to such Loans, provided that
no Eurodollar Loan may be continued as such after the date that is one month
prior to (i) in the case of a Loan made by an Objecting Bank, the first
anniversary of such Objecting Bank’s Commitment Expiration Date, and (ii) in
the case of all Loans, the Maturity Date. 
Upon receipt of any such notice, the Administrative Agent shall promptly
notify each Bank thereof.


 


2.10.        Computation
of Interest and Fees.  (a) 
Facility fees, Utilization Fees and interest in respect of ABR Loans based upon
clause (a) of the definition of ABR shall be calculated on the basis of a
365- (or 366- as the case may be) day year for the actual days elapsed
(including the first day and excluding the last day).  Interest in respect of Eurodollar Loans, Bid
Loans and ABR Loans based upon clause (b) of the definition of ABR shall
be calculated on the basis of a 360-day year for the actual days elapsed
(including the first day and excluding the last day).  The Administrative Agent shall promptly
notify the Borrowers and the Banks of each determination of a Eurodollar Rate.  Any change in the interest rate on a
Committed Rate Loan resulting from a change in the ABR shall become effective
as of the opening of business on the day on which such change in the ABR shall
become effective.  The Administrative
Agent shall promptly notify the Borrowers and the Banks of the effective date and
the amount of each such change.


 


(b)           Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrowers
and the Banks in the absence of manifest error.


 


2.11.        Inability
to Determine Interest Rate.  (a) 
In the event that the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrowers) that by
reason of circumstances affecting the interbank eurodollar market generally,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for any requested Interest Period with respect to Committed Rate Loans that a
Borrower has requested be made as, continued as or converted into Eurodollar
Loans, the Administrative Agent shall promptly give notice of such
determination to such Borrower and the Banks prior to


 


22

















 


the first day of
the requested Interest Period for such Eurodollar Loans.  If such notice is given, such Borrower may (i) in
accordance with the provisions of subsection 2.1 or 2.9, as the case may be
(including any requirements for notification), request that the affected Loans
be made as, continued as or converted into, as the case may be, ABR Loans, or (ii) in
the case of Loans requested to be made on the first day of such Interest
Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may
be, by giving telephonic notice to the Administrative Agent, no later than
10:00 A.M. (New York City time) on the applicable Borrowing Date,
confirmed in writing no later than one Business Day after such telephonic
notice is given; provided that if the Administrative Agent does not
receive any notice permitted from the relevant Borrower hereunder, such
Borrower shall be deemed to have requested that the affected Loans be made as,
continued as or converted into, as the case may be, ABR Loans.  Until the notice given pursuant to the first
sentence of this paragraph has been withdrawn by the Administrative Agent, no
further Loans shall be made as, continued as or converted into, as the case may
be, Eurodollar Loans.


 


(b)           In the event that the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrowers) that by reason of circumstances
affecting the interbank eurodollar market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any Interest Period with respect
to a proposed Bid Loan to be made pursuant to an Index Rate Bid Loan Request,
the Administrative Agent shall forthwith give notice of such determination to
the relevant Borrower and the Bid Loan Banks at least two Business Days prior
to the proposed Borrowing Date, and such Bid Loans shall not be made on such
Borrowing Date.  Until any such notice
has been withdrawn by the Administrative Agent, no further Index Rate Bid Loan
Requests shall be submitted by either Borrower.


 


2.12.        Pro
Rata Treatment and Payments.  (a) 
All payments (including prepayments), to be made by the Borrowers on account of
principal, interest and fees shall be made without defense, set-off or
counterclaim and shall be made, in the case of fees and principal of, and
interest on, Loans (other than Negotiated Rate Loans) at the Administrative
Agent’s office specified in subsection 10.2, in each case in lawful money of
the United States of America and in immediately available funds not later than
11:00 A.M. (New York City time) on the date due.  The Administrative Agent shall distribute
such payments to the Banks entitled thereto on the day of receipt in like funds
as received, provided that the Administrative Agent shall have received
such payments not later than 11:00 A.M. (New York City time).  If the Administrative Agent shall distribute such
payments to the Banks entitled thereto on a date after the date on which such
payments were received prior to 11:00 A.M. (New York City time), the
Administrative Agent shall pay to each such Bank on demand an amount equal to
the product of (i) the daily average Federal Funds rate during such period
as quoted by the Administrative Agent, times (ii) the amount of
such Bank’s share of such payment, times (iii) a fraction, the
numerator of which is the number of days that elapse from and including such
date of receipt of payment by the Administrative Agent to but excluding the
date on which such Bank’s share of such payment shall have become immediately
available to such Bank and the denominator of which is 360.  All payments (including prepayments) to be made
by the Borrowers on account of principal, interest and fees relating to
Negotiated Rate Loans shall be made to the Bank with respect thereto on such
terms, at such address and at such time as shall be mutually agreed upon
between the relevant Borrower and the relevant Bank in lawful money of the
United States of America on the date due.


 


23
















 


(b)           (i)  Each
borrowing by the Borrowers of Committed Rate Loans and each payment of
principal in respect of Committed Rate Loans (subject to the provisions of
subsection 2.20(e)) shall be made in accordance with the following
requirements:


 


(A)          All borrowings of Committed Rate Loans
and all principal payments in respect of such Loans, shall be made pro  rata
according to the respective Commitments of the Banks.


 


(B)           As provided in clause (b)(ii) below,
if any principal payment is made in respect of any Loans (other than Negotiated
Rate Loans) on any day on which principal amounts are due and owing in respect
of any Loans (other than Negotiated Rate Loans), such principal payment shall
be applied to the Banks pro  rata according to the respective
amounts of principal due and owing to the Banks under this Agreement.


 


(ii)           Except as provided in subsections 2.13,
2.16 and 2.17, each reduction of the Commitments shall be made pro  rata
among the Banks according to their respective Commitment Percentages.  Each payment by the Borrowers under this
Agreement or of any Loan (other than Negotiated Rate Loans) shall be applied, first,
to any fees then due and owing pursuant to subsection 2.4, second, to
interest then due and owing in respect of the Loans (other than Negotiated Rate
Loans) and third, to principal then due and owing hereunder (other than
principal due and owing under Negotiated Rate Loans) and under the Loans (other
than Negotiated Rate Loans).  Each
payment made by the Borrowers under this Agreement relating to a Negotiated
Rate Loan to the Bank with respect thereto shall be applied, first, to
interest then due and owing in respect of such Negotiated Rate Loan and second,
to principal then due and owing hereunder with respect to such Negotiated Rate
Loan and under such Negotiated Rate Loan. 
Each payment (other than voluntary prepayments made when no principal
payments are due and owing hereunder) by either Borrower on account of
principal of and interest on the Loans (other than Negotiated Rate Loans) shall
be made for the account of each Bank pro  rata according to the
respective amounts of principal and interest due and owing to such Bank under
this Agreement.  Subject to the
requirements of clause (i) of this paragraph (b), each payment by a
Borrower on account of principal of the Loans (other than Negotiated Rate
Loans) shall be applied, first, to such of its Committed Rate Loan
borrowings as such Borrower may designate, provided, however,
that if any such payment is made after the Commitment Expiration Date for any
Objecting Banks to which Committed Rate Loans remain outstanding, such
Objecting Banks shall receive, pro  rata, the portion of such
payment that bears the same ratio to the aggregate outstanding principal amount
of Committed Rate Loans owing to all Objecting Banks as the portion of such
prepayment applied to the Committed Rate Loans of the other Banks bears to the
aggregate outstanding principal amount of Committed Rate Loans owing to such
other Banks, and, second, after all Committed Rate Loans shall have been
paid in full, to all of its Absolute Rate Bid Loans or Index Rate Bid Loans
made on the same Borrowing Date with the same Interest Period as such Borrower
may designate, pro  rata according to the respective amounts
outstanding; provided, however, that prepayments made pursuant to
subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) shall be
applied in accordance with such subsection.


 


(c)           If
any payment hereunder (other than payments on the Eurodollar Loans and Index
Rate Bid Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurodollar


 


24

















 


Loan
or Index Rate Bid Loan becomes due and payable on a day other than a Working
Day, the maturity thereof shall be extended to the next succeeding Working Day
unless the result of such extension would be to extend such payment into
another calendar month in which event such payment shall be made on the immediately
preceding Working Day.  With respect to
any extension of the payment of principal pursuant to this subsection 2.12(c),
interest thereon shall be payable at the then applicable rate during such
extension.


 


(d)           Unless
the Administrative Agent shall have been notified in writing by any Bank prior
to the date of the Committed Rate Loan, Committed Rate Loans, Bid Loan or Bid
Loans to be made by such Bank (which notice shall be effective upon receipt)
that such Bank will not make its pro  rata share of the amount of
the requested borrowing on such date available to the Administrative Agent, the
Administrative Agent may assume that such Bank has made such amount available
to it on such date and the Administrative Agent may, in reliance upon such
assumption, make available to the relevant Borrower a corresponding
amount.  If a Bank shall make such amount
available to the Administrative Agent on a date after such Borrowing Date, such
Bank shall pay to the Administrative Agent on demand an amount equal to the
product of (i) the daily average Federal Funds rate during such period as
quoted by the Administrative Agent, times (ii) the amount of such
Bank’s pro  rata share of such borrowing, times (iii) a
fraction, the numerator of which is the number of days that elapse from and
including such Borrowing Date to but excluding the date on which such Bank’s pro
rata share of such borrowing shall have become immediately available to
the Administrative Agent and the denominator of which is 360.  A certificate of the Administrative Agent
submitted to any Bank with respect to any amounts owing under this subsection
2.12(d) shall be conclusive, absent manifest error.  If such Bank’s pro  rata share
is not in fact made available to the Administrative Agent by such Bank within
three Business Days of such Borrowing Date, the Administrative Agent shall be
entitled to recover such amount, on demand, from the relevant Borrower with
interest thereon at the rate equal to the product of (i) during the period
from and including such Borrowing Date to the Business Day next following the
date of such demand, the daily average Federal Funds rate as quoted by the
Administrative Agent, times a fraction, the numerator of which is the
number of days that elapse from and including such Borrowing Date to but
excluding the Business Day next following the date of such demand and the
denominator of which is 360 and (ii) thereafter, the interest rate or
rates applicable to the Loan or Loans funded by the Administrative Agent on
behalf of such Bank on such Borrowing Date, times a fraction, the
numerator of which is the number of days which elapse from and including the
Business Day next following the date of such demand to but excluding the date
such amount is recovered by the Administrative Agent from such Borrower and the
denominator of which is 360.  In the
event any Bank’s pro  rata share of a borrowing is not made
available to the Administrative Agent in accordance with this paragraph within
three Business Days of the applicable Borrowing Date (i) such Bank shall,
during the period from such Borrowing Date to the date such Bank makes its pro
rata share of the applicable borrowing available, not accrue and shall
not be entitled to receive any facility fee under subsection 2.4 and (ii) either
Borrower may exercise or pursue any other rights, remedies, powers and
privileges against such Bank as are provided by law or by contract.


 


2.13.        Requirements
of Law.  (a)  If any Bank shall
determine that by reason of (i) the introduction after the date hereof of
any applicable law, regulation or guideline or any change after the date hereof
in any applicable law, regulation or guideline (including the


 


25

















 


phasing-in of a provision
of any applicable law, regulation or guideline) or in the interpretation
thereof by any governmental or other regulatory authority charged with the
administration thereof or any court of competent jurisdiction and/or (ii) compliance
by such Bank with any requirement adopted after the date hereof or directive
adopted after the date hereof from any central bank or other fiscal, monetary
or other regulatory authority (whether or not having the force of law), there
shall be any increase in the cost of such Bank of maintaining or giving effect
to its obligations with respect to Committed Rate Loans under this Agreement or
maintaining its Commitment with respect to Committed Rate Loans or making or
maintaining any Eurodollar Loans or any reduction in any amount receivable by
such Bank in respect of Eurodollar Loans under this Agreement, notwithstanding
the reasonable efforts (such reasonable efforts not to result in the incurrence
of additional costs or expenses) of such Bank to mitigate such increase or
reduction (excluding for purposes of this subsection 2.13 any such increased
costs resulting from (x) Foreign Taxes (as to which subsection 2.17 shall
govern) and (y) changes in the basis of taxation of overall net income or
overall gross income by the United States or by the foreign jurisdiction or
state under the laws of which such Bank is organized or has its applicable
lending office or any political subdivision thereof), then the relevant
Borrower shall from time to time on receipt (whenever occurring) of a
certificate from such Bank (which shall be executed by an officer thereof and a
copy of which shall be delivered to the Administrative Agent) pay to such Bank
such amounts as are stated therein to be required to indemnify such Bank
against such increased costs or reduction; provided, however, that
if such Borrower becomes obligated to pay any Bank any additional amount
pursuant to this subsection 2.13(a), such Borrower shall have the right, so
long as no Event of Default has occurred and is then continuing, upon giving
notice to the Administrative Agent and such Bank in accordance with subsection
2.6, to prepay in full the Loans of such Bank, together with accrued interest
thereon, any amounts payable to such Bank pursuant to subsections 2.13, 2.14,
2.15 and 2.17 and any accrued and unpaid facility fee, Utilization Fee or other
amount payable to such Bank hereunder and/or, upon giving not less than three
Business Days’ notice to any such Bank and the Administrative Agent, to cancel
the whole or part of the Commitment of any such Bank; provided, further,
that such Borrower shall not be obligated to pay any Bank any additional amount
pursuant to this subsection 2.13(a) (A) which constitutes a present
or future income, stamp or other tax, levy, impost, duty, charge, fee,
deduction or withholding referred to in subsection 2.17(a) or (B) as
a result of any law, rule, guideline, regulation, request or directive
regarding capital adequacy referred to in subsection 2.13(b).  A certificate of such Bank as to the amount
of such increased costs or reduction shall set forth in reasonable detail the
computation of such increased costs or reduction, and shall be binding and
conclusive in the absence of manifest error. 
A Bank which demands indemnification hereunder as a result of an
increased cost or reduction referred to herein shall deliver the certificate
referred to above to the relevant Borrower demanding indemnification no later
than the later of (y) the thirtieth day immediately following each payment
or realization by such Bank of such increased cost or reduction (and such
certificate shall certify that the amounts set forth therein were paid or
realized within such thirty-day period) and (z) the thirtieth day
immediately following such Bank’s knowledge of the incurrence or realization by
such Bank of such increased cost or reduction (and such certificate shall so
certify).


 


(b)           In
the event that any Bank shall have determined that the adoption after the date
hereof of any law, rule, guideline or regulation regarding capital adequacy, or
any change after the date hereof in any existing or future law, rule, guideline
or regulation regarding capital adequacy (excluding, however, the phasing-in of
any existing law, rule, regulation or


 


26

















 


guideline
regarding capital adequacy) or in the interpretation or application thereof or
compliance by such Bank or any corporation controlling such Bank with any
request or directive made or adopted after the date hereof regarding capital
adequacy (whether or not having the force of law) from any central bank or
Governmental Authority, does or shall have the effect of reducing the rate of
return on such Bank’s or such corporation’s capital as a consequence of its
obligations hereunder to a level below that which such Bank or such corporation
could have achieved but for such adoption, change or compliance (taking into
consideration such Bank’s or such corporation’s policies with respect to
capital adequacy) by an amount deemed by such Bank to be material, then from
time to time, within 30 days after receipt (whenever occurring) of a
certificate from such Bank (which shall be executed by an officer thereof and a
copy of which shall be delivered to the Administrative Agent), the Borrowers
jointly and severally agree to pay to such Bank such additional amounts as are
stated therein to be required to compensate it for such reduction; provided,
however, that if such Borrower becomes obligated to pay any Bank any
additional amount pursuant to this subsection 2.13(b), such Borrower shall have
the right, so long as no Event of Default has occurred and is then continuing,
upon giving notice to the Administrative Agent and such Bank in accordance with
subsection 2.6, to prepay in full the Loans of such Bank, together with accrued
interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15
and 2.17 and any accrued and unpaid facility fee, Utilization Fee or other
amounts payable to it hereunder and/or, upon giving not less than three
Business Days’ notice to any such Bank and the Administrative Agent, to cancel
the whole or part of the Commitment of any such Bank.  A certificate of such Bank as to the amount
of such reduction shall set forth in reasonable detail the computation of such
reduction, and shall be binding and conclusive in the absence of manifest
error.  A Bank which demands
indemnification hereunder as a result of a reduction referred to herein shall
deliver the certificate referred to above to the relevant Borrower demanding indemnification
no later than the later of (i) the thirtieth day immediately following
each realization by such Bank of such reduction (and such certificate shall
certify that the amounts set forth therein were realized within such thirty-day
period) and (ii) the thirtieth day immediately following such Bank’s
knowledge of the realization by such Bank of such reduction (and such
certificate shall so certify).


 


(c)           Each
Borrower shall pay to each Bank that delivers a certificate to such Borrower in
accordance with the second and third following sentences such amounts as shall
be necessary to reimburse such Bank for the costs (determined in accordance
with the immediately following sentence), if any, incurred by such Bank, as a
result of the application to such Bank during any period on which there are
outstanding Eurodollar Loans advanced by such Bank to such Borrower of basic,
supplemental, marginal and emergency reserves under any regulations of the
Board or other Governmental Authority having jurisdiction with respect thereto
dealing with reserve requirements prescribed for eurocurrency funding
(currently referred to as “Eurocurrency liabilities” in Regulation D of such
Board) maintained by a member bank of such System (any such reserves dealing
with reserve requirements prescribed for eurocurrency funding being referred to
as “Reserves”), such amount to be set forth in a certificate of such
Bank delivered to the relevant Borrower; provided, however, that
if a Bank gives to a Borrower the written notice contemplated by the proviso
set forth in the second following sentence, such Borrower shall have the right,
so long as no Event of Default has occurred and is then continuing, upon giving
notice to the Administrative Agent and such Bank in accordance with subsection
2.6, to prepay in full the Loans of such Bank, together with accrued interest
thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17
and any accrued and


 


27

















 


unpaid
facility fee, Utilization Fee or other amounts payable to it hereunder and/or
upon giving not less than three Working Days’ notice to such Bank and the
Administrative Agent, to cancel the whole or part of the Commitment of any such
Bank.  Amounts certified by a Bank
hereunder for any period shall represent such Bank’s calculation or, if an
accurate calculation is impracticable, reasonable estimate (using such
reasonable means of allocation as such Bank shall determine) of the actual
costs, if any, theretofore incurred by such Bank as a result of the application
of Reserves to Eurocurrency liabilities (as referred to in Regulation D
referred to above) of such Bank in an amount equal to such Bank’s Eurodollar
Loans during such period and in any event shall not exceed the amount
obtainable utilizing the maximum Reserves prescribed by the Board or other
Governmental Authority having jurisdiction with respect thereto for such
period.  Such payment shall be made
within fifteen days after receipt by the relevant Borrower of a certificate,
signed by an officer of the Bank delivering such certificate, which certificate
shall be binding and conclusive in the absence of demonstrable error,
specifying the period (prior to the date of such certificate) during which the
cost set forth therein was incurred by such Bank and stating (i) that such
amount represents the actual cost, or, if an accurate calculation of such cost
is impracticable stating that such amount represents such Bank’s reasonable
estimate of the actual cost, incurred by such Bank during such period as a
result of the application of Reserves to Eurocurrency liabilities of such Bank
in an amount equal to such Bank’s Eurodollar Loans during such period and
specified in such certificate and (ii) that the amount set forth therein
does not in any event exceed the amount obtainable utilizing the maximum
Reserves prescribed for such period by the Board or such other Governmental
Authority having jurisdiction with respect thereto; provided that the
obligation of the Borrowers to pay any amounts pursuant to this subsection 2.13(c) shall
apply only in the case of those Banks that give to the relevant Borrower and
the Administrative Agent, no later than 3:00 P.M. (New York City time) on
the day that is two Working Days prior to the applicable Borrowing Date
therefor, a written notice stating that such Bank intends to demand
reimbursement pursuant hereto.  A Bank
which demands reimbursement of Reserve costs hereunder on account of a
Eurodollar Loan made by such Bank shall deliver the certificate referred to in
the preceding sentence to the relevant Borrower setting forth the items
specified in clauses (i) and (ii) of the preceding sentence no later
than the thirtieth day immediately following the last day of the Interest
Period applicable to such Eurodollar Loan.


 


(d)           The
obligations of the parties under this subsection 2.13 shall survive termination
of this Agreement and payment of the Loans.


 


2.14.        Indemnity.  Each Borrower agrees to indemnify each Bank
and to hold each Bank harmless from any loss or expense which such Bank may sustain
or incur as a consequence of (a) default by such Borrower in payment of
the principal amount of or interest on any Loan by such Bank, including, but
not limited to, any such loss or expense arising from interest or fees payable
by such Bank to lenders of funds obtained by it in order to maintain its Loans
hereunder, (b) default by such Borrower in making a borrowing, conversion
or continuance after such Borrower has given a notice in accordance with
subsection 2.1, 2.2 or 2.9, (c) default by such Borrower in making any
prepayment after such Borrower has given a notice in accordance with subsection
2.5 or 2.6 or (d) the making by such Borrower of a prepayment of a
Committed Rate Loan (other than an ABR Loan), a Bid Loan or, to the extent
agreed to by the relevant Borrower and the relevant Bank with respect to a
Negotiated Rate Loan, a Negotiated Rate Loan on a day which is not the last day
of an Interest Period with respect thereto (with respect to Committed Rate
Loans) or the maturity date therefor (with respect to Bid Loans) or


 


28

















 


any agreed date (with
respect to Negotiated Rate Loans), including, but not limited to, any such loss
or expense arising from interest or fees payable by such Bank to lenders of
funds obtained by it in order to maintain its Loans hereunder.  This covenant shall survive termination of
this Agreement and payment of the outstanding Loans.  A certificate as to any amount payable
pursuant to the foregoing shall be submitted by such Bank (and executed by an
officer thereof) to the relevant Borrower, setting forth the computation of
such amounts in reasonable detail, and shall be conclusive in the absence of
manifest error.


 


2.15.        Non-Receipt
of Funds by the Administrative Agent. 
With respect to all Loans except Negotiated Rate Loans, unless the
Administrative Agent shall have been notified by the relevant Borrower prior to
the date on which any payment is due from it hereunder (which notice shall be
effective upon receipt) that such Borrower does not intend to make such
payment, the Administrative Agent may assume that such Borrower has made such
payment when due, and the Administrative Agent may in reliance upon such
assumption (but shall not be required to) make available to each Bank on such
payment date an amount equal to the portion of such assumed payment to which
such Bank is entitled hereunder, and if such Borrower has not in fact made such
payment to the Administrative Agent, such Bank shall, on demand, repay to the
Administrative Agent the amount made available to such Bank together with
interest thereon in respect of each day during the period commencing on the
date such amount was made available to such Bank and ending on (but excluding)
the date such Bank repays such amount to the Administrative Agent, at a rate
per annum equal to the Administrative Agent’s cost of obtaining overnight funds
in the Federal Funds market in New York on each such day.  A certificate of the Administrative Agent
submitted to the relevant Bank with respect to any amount owing under this
subsection 2.15 shall be conclusive absent manifest error.


 


2.16.        Extension
of Termination Date.


 


(a)        Not
less than 60 days and not more than 90 days prior to the Termination Date then
in effect, provided that no Event of Default shall have occurred and be
continuing, the Borrowers may request an extension of such Termination Date by
submitting to the Administrative Agent an Extension Request containing the
information in respect of such extension specified in Exhibit I, which the
Administrative Agent shall promptly furnish to each Bank.  Each Bank shall, not less than 30 days and
not more than 60 days prior to the Termination Date then in effect, notify the
Borrowers and the Administrative Agent of its election to extend or not extend
the Termination Date as requested in such Extension Request.  Notwithstanding any provision of this
Agreement to the contrary, any notice by any Bank of its willingness to extend
the Termination Date shall be revocable by such Bank in its sole and absolute
discretion at any time prior to the date which is 30 days prior to the
Termination Date then in effect.  If any
Bank shall fail to respond, such Bank shall be deemed to have elected not to
extend.  If the Required Banks shall
approve in writing the extension of the Termination Date requested in such
Extension Request, the Termination Date shall automatically and without any
further action by any Person be extended for the period specified in such
Extension Request; provided that (i) each extension pursuant to
this subsection 2.16 shall be for a maximum of 364 days and (ii) the
Commitment of any Bank which does not consent in writing to such extension not
less than 30 days and not more than 60 days prior to the Termination Date then
in effect (an “Objecting Bank”) shall, unless earlier terminated in
accordance with this Agreement, expire on the Termination Date in effect on the
date of such Extension Request (such Termination Date, if


 


29

















 


any, referred to as the “Commitment
Expiration Date” with respect to such Objecting Bank).  If, not less than 30 days and not more than
60 days prior to the Termination Date then in effect, the Required Banks shall
not approve in writing the extension of the Termination Date requested in an
Extension Request, the Termination Date shall not be extended pursuant to such
Extension Request.  The Administrative
Agent shall promptly notify (y) the Banks and the Borrowers of any
extension of the Termination Date pursuant to this subsection 2.16 and (z) the
Borrowers and any other Bank of any Bank which becomes an Objecting Bank.


 


(b)        Committed
Rate Loans owing to any Objecting Bank on the Commitment Expiration Date with
respect to such Bank shall be repaid in full on or before the date which is one
year after such Commitment Expiration Date.


 


(c)        The
Borrowers shall have the right, so long as no Event of Default has occurred and
is then continuing, upon giving notice to the Administrative Agent and the
Objecting Banks in accordance with subsection 2.6, to prepay in full the
Committed Rate Loans of the Objecting Banks, together with accrued interest
thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17
and any accrued and unpaid facility fee, Utilization Fee or other amounts
payable to it hereunder and/or, upon giving not less than three Working Days’
notice to the Objecting Banks and the Administrative Agent, to cancel the whole
or part of the Commitments of the Objecting Banks.


 


2.17.        Foreign
Taxes.  (a)  All payments made
under this Agreement shall be made without set-off or counterclaim and free and
clear of, and without reduction for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions,
withholdings or restrictions or conditions of any nature whatsoever, now or
hereafter imposed, levied, collected, withheld or assessed by any country (or
by any political subdivision or taxing authority thereof or therein) from or
through which any amount is paid under this Agreement excluding, in the case of
each Bank, (i) income and franchise taxes (including, without limitation,
branch taxes imposed by the United States or similar taxes imposed by a
political subdivision or taxing authority thereof or therein but excluding, in
the case of any Bank not organized under the laws of the United States, any
taxes imposed by the United States by means of withholding at the source), (ii) in
the case of any Bank not organized under the laws of the United States, any
taxes imposed by the United States by means of withholding at the source unless
such Bank has provided the Company, the Capital Corporation and the
Administrative Agent with the documents it is required to provide to them under
subsection 2.17(c) and (iii) taxes that would not have been imposed
on such Bank but for the existence of a connection between such Bank and the
jurisdiction imposing such taxes (other than a connection arising principally
by virtue of this Agreement) (such non-excluded taxes being called “Foreign
Taxes”).  If any Foreign Taxes are
required to be withheld from any amounts so payable to any Bank hereunder, the
amounts so payable to such Bank shall be increased to the extent necessary to
yield to such Bank (after payment of all Foreign Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in
this Agreement.  Whenever any Foreign
Taxes are payable by the Company or the Capital Corporation, as the case may
be, as promptly as possible thereafter the Company or the Capital Corporation,
as the case may be, shall send to the Administrative Agent, for the account of
the affected Bank, a certified copy of the original official receipt, if any,
received by the Company or the Capital Corporation, as the case may be, showing
payment thereof.  If the Company or the 


 


30

















 


Capital Corporation, as
the case may be, fails to pay any Foreign Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the account
of the affected Banks, the required receipts or other required documentary
evidence, the Company or the Capital Corporation, as the case may be, shall
indemnify such Banks for any incremental taxes, interest or penalties that may
become payable by such Banks as a result of any such failure.


 


(b)           If
a Borrower is required by this subsection 2.17 to make a payment to or in
respect of any Bank, such Borrower shall have the right, so long as no Event of
Default has occurred and is then continuing, upon giving notice to the
Administrative Agent and such Bank in accordance with subsection 2.6, to prepay
in full the Loans of such Bank, together with accrued interest thereon, any
amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any
accrued and unpaid facility fee, Utilization Fee or other amounts payable to it
hereunder and/or on giving not less than three Business Days’ notice to any
such Bank and the Administrative Agent, to cancel the whole or part of the
Commitment of such Bank (but only if after giving effect to such cancellation
or prepayment the aggregate principal amount of the Loans does not exceed the
aggregate Commitments then in effect).


 


(c)           At
least two Business Days prior to the first Borrowing Date or, if such date does
not occur within thirty days after the Closing Date, by the end of such
thirty-day period, each Bank agrees that it will deliver to each Borrower and
the Administrative Agent (i) either (A) a statement that it is incorporated
under the laws of the United States or a state thereof or (B) if it is not
so incorporated, a letter in duplicate in substantially the form of Exhibit J
or Exhibit K, as appropriate, and two duly completed copies of United
States Internal Revenue Service Form W-8BEN or W-8ECI or successor
applicable form, as the case may be, certifying in each case that such Bank is
entitled to receive payment under this Agreement without deduction or
withholding of any United States Federal income taxes, and (ii) Internal
Revenue Service Form W-8BEN, or successor applicable form, as the case may
be, to establish an exemption from United States backup withholding tax.  Each Bank (including, without limitation,
each Loan Assignee) agrees (for the benefit of the Administrative Agent and the
Borrowers), to the extent it may lawfully do so, to provide the Administrative
Agent and the Borrowers a new letter and Form W-8BEN or W-8ECI, or
successor applicable form or other manner of certification, on or before (x) in
the case of a Loan Assignee, the date it becomes  party to this Agreement, and (y) the
date that any such letter or form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent letter or form
previously delivered by it, certifying in the case of a Form W-8BEN or
W-8ECI that such Bank is entitled to receive payments under this Agreement
without deduction or withholding of any United States Federal income tax, and
in the case of a Form W-8BEN establishing exemption from United States
backup withholding tax; provided, however, that if a Bank is
unable to provide a letter, form, certificate, successor or other document
described in this sentence by reason of a change in the applicable law
occurring after the date on which such letter, form, certificate, successor or
other document originally was required to be provided by such Bank, then such
Bank shall be required to comply with this sentence to the extent permitted
under such applicable law, and any letter, form, certificate, successor or
other document provided in accordance with this proviso shall certify that such
Bank is entitled to receive payments under this Agreement at the lowest rate of
deduction, withholding or backup withholding to which it is entitled under such
applicable law.  The Administrative Agent
shall not be responsible for obtaining such documentation from any Bank other
than JPMorgan Chase Bank, N.A.


 


31

















 


(d)           The
Company and the Capital Corporation shall not be required to make payments on
account of United States withholding taxes to any Bank under the second
sentence of subsection 2.17(a) to the extent that such taxes could have
been avoided had such Bank, to the extent it may lawfully do so, complied with
a reasonable request by the Company, the Capital Corporation or the
Administrative Agent for the forms or documents referred to in subsection
2.17(c).


 


(e)           To
the extent that, as determined by any Bank in its sole discretion and without
any obligation to disclose its tax records, Foreign Taxes have been irrevocably
utilized by such Bank (either as credits or deductions) to reduce its tax
liabilities and such utilization is consistent with its overall tax policies,
such Bank shall pay to the Company or the Capital Corporation, as the case may
be, an amount equal to such reduction obtained to the extent of such increased
amounts paid by the Company or the Capital Corporation to such Bank as
aforesaid.


 


(f)            The
obligations of the parties under this subsection 2.17 shall survive termination
of this Agreement and payment of the Loans.


 


2.18.        Confirmations.  The Administrative Agent shall, within 15
days following the last day of each calendar quarter (each such period being a “Report
Period”), furnish to the Borrowers a written account with respect to all
amounts outstanding under the Loan Accounts as at the last day of such Report
Period, including an accounting setting forth, for such Report Period the
amounts of principal, interest and other sums paid and payable hereunder.  The Borrowers shall, within 15 days following
receipt of such written account, notify the Administrative Agent of any
discrepancies between such written account and the Borrowers’ records or, if no
such discrepancies exist, furnish written confirmation to the Administrative
Agent of the accuracy of such written account. 
Upon any Bank’s request, the Administrative Agent shall furnish to each
Bank a copy of such written account together with the Borrowers’ response
thereto.


 


2.19.        Replacement
of Cancelled Banks.  The Borrowers
may designate one or more financial institutions to act as a Bank hereunder in
place of any Cancelled Bank, and upon the Borrowers, each such financial
institution and the Administrative Agent executing a writing substantially in
the form of Exhibit L, such financial institution shall become and be a
Bank hereunder with all the rights and obligations it would have had if it had
been named on the signature pages hereof, and having for all such
financial institutions an aggregate Commitment no greater than the whole, or
such cancelled part, of the Commitment of the Cancelled Bank in place of which
such financial institutions were designated; provided, however,
that all rights and obligations of such Cancelled Bank relating to the Loans
made by such Cancelled Bank that are outstanding on the date of such
cancellation shall be the rights and obligations of such Cancelled Bank and not
of any such financial institution.  The
Administrative Agent shall execute any such writing presented to it and shall
notify the Banks of the execution thereof, the name of the financial
institution executing such writing and the amount of its Commitment.


 


2.20.        Commitment
Increases.  (a)  At any time
after the Closing Date and prior to the Commitment Expiration Date of any Bank,
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


 


32

















 


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 $250,000,000 subject to subsection 2.20(f).  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.


 


(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 2.20 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.


 


(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 2.20(b) or any Bank’s Commitment is increased pursuant to
subsection 2.20(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


 


33

















 


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 such amended Schedule II and a notice to
each Bank of the adjusted Commitment Percentages after giving effect to any
increase in the aggregate Commitments made pursuant to this subsection 2.20 on
such Re-Allocation Date.


 


(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 2.20, (i) in no event shall
any transaction effected pursuant to this subsection 2.20 cause the aggregate
Commitments to exceed $1,000,000,000, (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 2.20, 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.


 


SECTION 3            REPRESENTATIONS AND WARRANTIES


 


Each Borrower
hereby represents and warrants to the Administrative Agent and to each Bank
that:


 


3.1.          Financial
Condition.  The consolidated balance
sheet of such Borrower and its consolidated Subsidiaries as at October 31,
2007 and the related consolidated statements of income and of cash flow for the
fiscal year then ended (including the related schedules and notes) reported on
by Deloitte & Touche LLP, copies of which have heretofore been
furnished to each Bank, fairly present the consolidated financial condition of
such Borrower and its


 


34

















 


consolidated Subsidiaries
as at such date, and the consolidated results of their operations and changes
in financial position for the fiscal year then ended.  All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with
generally accepted accounting principles in the United States of America applied
consistently throughout the periods involved (except as approved by such
accountants or Responsible Officer, as the case may be, and as disclosed
therein).


 


3.2.          Corporate
Existence.  Such Borrower is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power and authority to
own its properties and to conduct the business in which it is currently
engaged.


 


3.3.          Corporate
Power; Authorization; Enforceable Obligations.  Such Borrower has the corporate power and
authority and the legal right to execute, deliver and perform this Agreement
and to borrow hereunder and has taken all necessary corporate action to
authorize its borrowings on the terms and conditions of this Agreement and to
authorize its execution, delivery and performance of this Agreement.  No consent or authorization of, filing with,
or other act by or in respect of, any Governmental Authority, is required in
connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of this Agreement other than any such
consents, authorizations, filings or acts as have been obtained, taken or made
and are in full force and effect.  This
Agreement has been duly executed and delivered on behalf of such Borrower, and
this Agreement constitutes a legal, valid and binding obligation of such
Borrower enforceable against such Borrower in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equity principles (whether
enforcement is sought by proceedings in equity or at law).


 


3.4.          No
Legal Bar.  The execution, delivery
and performance of this Agreement, the borrowings hereunder and the use of the
proceeds thereof, will not violate any Requirement of Law or any Contractual
Obligation of such Borrower, and will not result in, or require, the creation
or imposition of any lien on any of its properties or revenues pursuant to any
Requirement of Law or Contractual Obligation.


 


3.5.          No
Material Litigation.  No litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of such Borrower, threatened by or
against such Borrower or any of its Subsidiaries or against any of its or their
respective properties or revenues except actions, suits or proceedings which
will not materially adversely affect the ability of such Borrower to perform
its obligations hereunder.  All of the
defaults, if any, of such Borrower or any of its Subsidiaries with respect to
any order of any Governmental Authority do not, and will not collectively, have
a material adverse effect on the business, operations, property or financial or
other condition of such Borrower and its Subsidiaries taken as a whole.


 


3.6.          Taxes.  Each of such Borrower and its Subsidiaries
has filed or caused to be filed all tax returns which, to the knowledge of such
Borrower, are required to be filed (except where the failure to file such tax
returns would not have a material adverse effect on the business, operations,
property or financial or other condition of such Borrower and its


 


35

















 


Subsidiaries taken as a
whole), and has paid all taxes shown to be due and payable on said returns or
on any assessments made against it or any of its property and all other taxes,
fees or other charges imposed on it or any of its property by any Governmental
Authority (other than assessments, taxes, fees and other charges the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have
been provided on the books of such Borrower or its Subsidiaries, as the case
may be).


 


3.7.          Margin
Regulations.  No part of the proceeds
of any Loan hereunder will be used for any purpose which violates the
provisions of Regulation U of the Board as now and from time to time hereafter
in effect.


 


3.8.          [RESERVED]


 


3.9.          [RESERVED]


 


3.10.        Use
of Proceeds.  The proceeds of the
Loans will be used by such Borrower for its general corporate purposes, which
shall include, but shall not be limited to, any purchase or other acquisition
of all or a portion of the debt or stock or other evidences of ownership of
such Borrower or the assets or stock or other evidences of ownership of any
other Person or Persons.


 


SECTION 4            CONDITIONS PRECEDENT


 


4.1.          Conditions
to Initial Loan.  The obligation of
each Bank to make its initial Loan hereunder is subject to the 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 James R. Jenkins, Esq., or his successor as
General Counsel of the Company, or an associate general counsel of the Company,
dated the Closing Date and addressed to the Agents and the Banks, substantially
in the form of Exhibit G, and an opinion of Shearman & Sterling
LLP, special counsel to the Borrowers, dated the Closing Date and addressed to
the Agents and the Banks, substantially in the form of Exhibit H.  Such opinions shall also cover such other
matters incident to the transactions contemplated by this Agreement as the
Administrative Agent shall reasonably require.


 


36
















 


(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.


 


(e)           No
Material Adverse Change Certificate. 
The Administrative Agent shall have received concurrently with the
execution of this Agreement, with a counterpart for each Bank, a certificate of
a Responsible Officer for each Borrower dated the date of this Agreement
certifying that since October 31, 2007, at the date of such certificate
there has been no material adverse change in the business, property,
operations, condition (financial or otherwise) or prospects of such Borrower
and its Subsidiaries, taken as a whole.


 


(f)            Fees.  The Administrative Agent shall have received,
for the accounts of the Banks and the Administrative Agent, and each Agent
shall have received, for the account of such Agent, all accrued fees and
expenses owing hereunder or in connection herewith to the Banks and the Agents
to be received on the Closing Date.


 


(g)           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.


 


4.2.          Conditions
to All Loans.  The obligation of each
Bank to make any Loan (which shall include the initial Loan to be made by it
hereunder but shall not include any Loan made pursuant to subsection 2.20(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 on any Borrowing
Date is subject to the satisfaction of the following conditions precedent:


 


(a)           Representations
and Warranties.  The representations
and warranties made by the Borrowers herein or which are contained in any
certificate, document or financial or other statement furnished by either
Borrower at any time hereunder or in connection herewith (other than any
representations and warranties which by the terms of such certificate, document
or financial or other statement do not survive the execution of this Agreement)
shall be correct on and as of the date of such Loan as if made on and as of
such date except as such representations and warranties expressly relate to an
earlier date.


 


(b)           No
Default or Event of Default.  No
Default or Event of Default shall have occurred and be continuing on such date
or after giving effect to the Loans to be made on such date and the application
of the proceeds thereof.


 


(c)           Additional
Conditions to Bid Loans.  If such
Loan is made pursuant to subsection 2.2, all conditions set forth in subsection
2.2(f) shall have been satisfied.


 


37

















 


Each acceptance by either Borrower of a Loan
shall constitute a representation and warranty by the relevant Borrower as of
the date of such Loan that the applicable conditions in clauses (a), (b) and
(c) of this subsection 4.2 have been satisfied.


 


SECTION 5            AFFIRMATIVE COVENANTS


 


Each of the Borrowers (except as otherwise
specified) hereby agrees that, so long as there is any obligation by any Bank
to make Loans to it hereunder, any Loan of such Borrower remains outstanding
and unpaid or any other amount is owing by such Borrower to any Bank or any
Agent hereunder (unless the Majority Banks shall otherwise consent in writing):


 


5.1.          Financial
Statements.  Such Borrower shall
furnish to each Bank:


 


(a)           as
soon as available, but in any event within 120 days after the end of each
fiscal year of such Borrower, a copy of the consolidated balance sheet of such
Borrower and its consolidated Subsidiaries as at the end of such year and the
related consolidated statements of income and of cash flow for such year,
reported on by Deloitte & Touche LLP or other independent certified
public accountants of nationally recognized standing; and


 


(b)           as
soon as available, but in any event not later than 60 days after the end of
each of the first three quarterly periods of each fiscal year of such Borrower,
the condensed unaudited consolidated balance sheet of such Borrower and its
consolidated Subsidiaries as at the end of each such quarter and the related
unaudited consolidated statement of income of such Borrower and its
consolidated Subsidiaries for such quarterly period and the portion of the
fiscal year through such date, certified by a Responsible Officer of such
Borrower (subject to normal year-end audit adjustments);


 


all such financial statements to present
fairly the consolidated financial condition and results of operations of such
Borrower and its consolidated Subsidiaries and to be prepared in accordance
with generally accepted accounting principles in the United States of America
applied consistently throughout the periods reflected therein (except as
approved by such accountants or officer, as the case may be, and disclosed
therein).  Such Borrower shall be deemed
to have furnished such financial statements to each Bank when they are filed with
the Securities and Exchange Commission and posted on its EDGAR system.


 


5.2.          Certificates;
Other Information.  Such Borrower
shall furnish to the Administrative Agent, and the Administrative Agent shall
make available to each Bank:


 


(a)           within
10 days of the delivery of the financial statements referred to in subsections
5.1(a) and (b) above (or, if such financial statements are filed with
the Securities and Exchange Commission and posted on its EDGAR system, within
10 days of the posting of such financial statements on the EDGAR system), a certificate
of a Responsible Officer of such Borrower stating that (i) he has no
knowledge of the occurrence and continuance of any Default or Event of Default
except as specified in such certificate, in which case such certificate shall
contain a description thereof and a statement of the steps, if any, which such
Borrower is taking, or proposes to take, to cure the same and (ii) the
financial statements delivered pursuant to subsection 5.1 would not


 


38

















 


be materially different if prepared in
accordance with GAAP except as specified in such certificate; and


 


(b)           promptly,
such additional financial and other information as any Bank may from time to
time reasonably request.


 


5.3.          Company
Indenture Documents.  The Company
shall, contemporaneously with the delivery thereof to the Trustee, furnish to
each Bank a copy of any information, document or report required to be filed
with the Trustee pursuant to Section 7.03 of the Indenture dated October 1,
1998 between the Company and JPMorgan Chase Bank, N.A. (as successor to
JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National
Association)), as trustee.


 


5.4.          Capital
Corporation Indenture Documents.  The
Capital Corporation shall, contemporaneously with the delivery thereof to the
trustee, furnish to each Bank a copy of any information, document or report
required to be filed with the Trustee pursuant to Section 7.03 of the
Indenture dated March 15, 1997, between the Capital Corporation and The
Bank of New York Mellon, as trustee.


 


5.5.          Notice
of Default.  Such Borrower shall
promptly give notice to the Administrative Agent of the occurrence of any
Default or Event of Default, which notice shall be given in writing as soon as
possible, and in any event within 10 days after a Responsible Officer of such
Borrower obtains knowledge of such occurrence, with a description of the steps
being taken to remedy the same (provided that such Borrower shall not be
obligated to give notice of any Default or Event of Default which is remedied
prior to or within 10 days after a Responsible Officer of such Borrower first
acquires such knowledge).  Upon receipt
of any such notice, the Administrative Agent shall promptly notify each Bank
thereof.


 


5.6.          Ownership
of Capital Corporation Stock.  The
Company shall continue to own, directly or through one or more wholly-owned
Subsidiaries, free and clear of any lien or other encumbrance, 51% of the
voting stock of the Capital Corporation; provided, however, that
the Capital Corporation may merge or consolidate with, or sell or convey
substantially all of its assets to, the Company as provided in subsection 7.4.


 


5.7.          Employee
Benefit Plans.  The Company shall
maintain, and cause each of its Subsidiaries to maintain, each Plan as to which
it may have liability, in compliance with all applicable requirements of law
and regulations.


 


SECTION 6            NEGATIVE COVENANTS OF THE COMPANY


 


The Company hereby agrees that, so long as
there is any obligation by any Bank to make Loans hereunder, any Loan remains
outstanding and unpaid or any other amount is owing to any Agent or any Bank
hereunder, it shall not, nor in the case of subsections 6.2 and 6.3 shall it
permit any Restricted Subsidiary to (unless the Majority Banks shall otherwise
consent in writing):


 


39

















 


6.1.          Company
May Consolidate, etc., Only on Certain Terms.  Consolidate with or merge with or into any
other corporation or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:


 


(a)           either
the Company shall be the continuing corporation, or the corporation (if other
than the Company) formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer the properties
and assets of the Company substantially as an entirety shall expressly assume,
by an assumption agreement, executed and delivered to the Administrative Agent,
in form satisfactory to the Majority Banks, the due and punctual payment of the
principal of and interest on the Loans to the Company and the performance of
every covenant of this Agreement on the part of the Company to be performed or
observed;


 


(b)           immediately
after giving effect to such transaction, no Default or Event of Default, shall
have happened and be continuing;


 


(c)           if
as a result thereof any property or assets of the Company or a Restricted
Subsidiary would become subject to any Mortgage not permitted by (i) through
(xii) of subsection 6.2(a) or subsection 6.2(b), compliance shall be
effected with the first clause of subsection 6.2(a); and


 


(d)           the
Company and the successor Person have delivered to the Administrative Agent an
officers’ certificate signed by two Responsible Officers of the Company stating
that such consolidation, merger, conveyance or transfer and such assumption
agreement comply with this subsection 6.1 and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 


6.2.          Limitation
on Liens.  (a)  Issue, incur,
assume or guarantee any debt (hereinafter in this subsection referred to as “Debt”)
secured by any mortgage, security interest, pledge, lien or other encumbrance
(hereinafter called “Mortgage” or “Mortgages”) upon any Important
Property, or upon any shares of stock or indebtedness issued or incurred by any
Restricted Subsidiary (whether such Important Property, shares of stock or
indebtedness is now owned or hereafter acquired) without in any such case
effectively providing, concurrently with the issuance, incurrence, assumption
or guaranty of any such Debt, that the Loans and all other amounts hereunder
(together with, if the Company shall so determine, any other indebtedness of or
guaranty by the Company or such Restricted Subsidiary ranking equally with the
Loans then existing or thereafter created) shall be secured equally and ratably
with or prior to such Debt; provided, however, that the foregoing
restrictions shall not apply to:


 


(i)            Mortgages
on any property acquired, constructed or improved by the Company or any
Restricted Subsidiary after the date of this Agreement which are created or
assumed contemporaneously with, or within 120 days after, such acquisition,
construction or improvement to secure or provide for the payment of all or any
part of the purchase price of such property or the cost of such construction or
improvement incurred after the date of this Agreement, or (in addition to
Mortgages contemplated by clauses (ii), (iii) and (iv) below)
Mortgages on any property existing at the time of acquisition thereof; provided
that such Mortgages shall not apply to any Important Property theretofore owned
by the Company or any Restricted Subsidiary other than, in the case of


 


40

















 


any such
construction or improvement, any theretofore unimproved real property on which
the property so constructed, or the improvement, is located;


 


(ii)           Mortgages
on any property, shares of stock, or indebtedness existing at the time of
acquisition thereof from a corporation which is consolidated with or merged
into, or substantially all of the assets of which are acquired by, the Company
or a Restricted Subsidiary;


 


(iii)          Mortgages
on property of a corporation existing at the time such corporation becomes a
Restricted Subsidiary;


 


(iv)          Mortgages
to secure Debt of a Restricted Subsidiary to the Company or to another
Restricted Subsidiary;


 


(v)           Mortgages
in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision of the United
States of America or any State thereof, to secure partial, progress, advance or
other payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of constructing or improving the property subject to
such Mortgages and Mortgages given to secure indebtedness incurred in
connection with the financing of construction of pollution control facilities,
the interest on which indebtedness is exempt from income taxes under the Code;


 


(vi)          any
deposit or pledge of assets (1) with any surety company or clerk of any
court, or in escrow, as collateral in connection with, or in lieu of, any bond
on appeal from any judgment or decree against the Company or a Restricted
Subsidiary, or in connection with other proceedings or actions at law or in
equity by or against the Company or a Restricted Subsidiary, or (2) as
security for the performance of any contract or undertaking not directly
related to the borrowing of money or the securing of indebtedness, if made in
the ordinary course of business, or (3) with any governmental agency,
which deposit or pledge is required or permitted to qualify the Company or a
Restricted Subsidiary to conduct business, to maintain self-insurance, or to
obtain the benefits of any law pertaining to worker’s compensation,
unemployment insurance, old age pensions, social security, or similar matters,
or (4) made in the ordinary course of business to obtain the release of
mechanics’, workmen’s, repairmen’s, warehousemen’s or similar liens, or the
release of property in the possession of a common carrier;


 


(vii)         Mortgages
existing on property acquired by the Company or a Restricted Subsidiary through
the exercise of rights arising out of defaults on receivables acquired in the
ordinary course of business;


 


(viii)        judgment
liens, so long as the finality of such judgment is being contested in good
faith and execution thereon is stayed;


 


(ix)           Mortgages
for the sole purpose of extending, renewing or replacing in whole or in part
Debt secured by any Mortgage referred to in the foregoing clauses (i) to
(viii), inclusive, or in this clause (ix), provided, however,
that the principal amount of Debt secured thereby shall not exceed the
principal amount of Debt so secured at the time


 


41

















 


of such
extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the property which secured the
Mortgage so extended, renewed or replaced (plus improvements on such property);


 


(x)            liens
for taxes or assessments or governmental charges or levies not yet due or
delinquent, or which can thereafter be paid without penalty, or which are being
contested in good faith by appropriate proceedings; landlord’s liens on
property held under lease; and any other liens of a nature similar to those
hereinabove described in this clause (x) which do not, in the opinion of
the Company, materially impair the use of such property in the operation of the
business of the Company or a Restricted Subsidiary or the value of such
property for the purposes of such business;


 


(xi)           Mortgages
on Margin Stock owned by the Company and its Restricted Subsidiaries to the
extent such Margin Stock so Mortgaged exceeds 25% of the fair market value of
the sum of the Important Property of the Company and the Restricted
Subsidiaries plus the shares of stock (including Margin Stock) and indebtedness
issued or incurred by the Restricted Subsidiaries; and


 


(xii)          Mortgages
on any Important Property of, or any shares of stock or indebtedness issued or
incurred by, any Restricted Subsidiary organized under the laws of Canada.


 


(b)           (i)           The
provisions of subsection 6.2(a) shall not apply to the issuance,
incurrence, assumption or guarantee by the Company or any Restricted Subsidiary
of Debt secured by a Mortgage which would otherwise be subject to the foregoing
restrictions up to an aggregate amount which, together with the sum of (A) all
other Debt issued or incurred by the Company and its Restricted Subsidiaries
secured by Mortgages (other than Mortgages permitted by subsection 6.2(a))
which would otherwise be subject to the foregoing restrictions and (B) the
Attributable Debt in respect of Sale and Lease-back Transactions in existence
at such time (other than Sale and Lease-back Transactions which, if the
Attributable Debt in respect of such Sale and Lease-back had been a Mortgage,
would have been permitted by clause (i) of subsection 6.2(a) and
other than Sale and Lease-back Transactions the proceeds of which have been
applied in accordance with subsection 6.3(b)) does not at the time exceed 5% of
Consolidated Net Worth.


 


(ii)           For
purposes of this Agreement, the term “Consolidated Net Worth” shall mean
the aggregate of capital and surplus of the Company and its consolidated
Subsidiaries, less minority interests in Subsidiaries, determined in accordance
with GAAP; and the term “Attributable Debt” shall mean, as of any
particular time, the present value, discounted at a rate per annum equal to the
interest rate set forth in the Company’s 8-1/2% Debentures Due 2022, compounded
semi-annually, of the obligation of a lessee for rental payments during the
remaining term of any lease (including any period for which such lease has been
extended or may, at the option of the lessor, be extended); the net amount of
rent required to be paid for any such period shall be the total amount of the
rent payable by the lessee with respect to such period, but may exclude amounts
required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges; and, in the case of any lease
which is terminable by the lessee upon the payment of a penalty, such net
amount shall also


 


42

















 


include the amount of such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated.


 


(c)           If, upon any consolidation or merger of any Restricted
Subsidiary with or into any other corporation, or upon any consolidation or
merger of any other corporation with or into the Company or any Restricted
Subsidiary or upon any sale or conveyance of the property of any Restricted Subsidiary
as an entirety or substantially as an entirety to any other Person, or upon any
acquisition by the Company or any Restricted Subsidiary by purchase or
otherwise of all or any part of the property of any other Person, any Important
Property theretofore owned by the Company or such Restricted Subsidiary would
thereupon become subject to any Mortgage not permitted by the terms of
subsection (a) or (b) of this subsection 6.2, the Company, prior to
such consolidation, merger, sale or conveyance, or acquisition, will, or will
cause such Restricted Subsidiary to, secure payment of the principal of and
interest on the Loans (equally and ratably with or prior to any other
indebtedness of the Company or such Subsidiary then entitled thereto) by a
direct lien on all such property prior to all liens other than any liens
theretofore existing thereon by an assumption agreement or otherwise.


 


(d)           If at any time the Company or any Restricted Subsidiary
shall issue, incur, assume or guarantee any Debt secured by any Mortgage not
permitted by this subsection 6.2, to which the covenant in subsection 6.2(a) is
applicable, the Company will promptly deliver to the Administrative Agent (with
counterparts for each Bank):


 


(i)            an
officers’ certificate signed by two Responsible Officers of the Company stating
that the covenant of the Company contained in paragraph (a) or (c) of
this subsection 6.2 has been complied with; and


 


(ii)           an
opinion of counsel satisfactory to the Administrative Agent to the effect that
such covenant has been complied with, and that any instruments executed by the
Company in the performance of such covenant comply with the requirements of
such covenant.


 


6.3.          Limitations
on Sale and Lease-back Transactions. 
Enter into any arrangement with any Person providing for the leasing to
the Company or any Restricted Subsidiary of any Important Property owned or
hereafter acquired by the Company or such Restricted Subsidiary (except for
temporary leases for a term, including any renewal thereof, of not more than three
years and except for leases between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries), which Important Property has been or is to be
sold or transferred by the Company or such Restricted Subsidiary to such Person
(herein referred to as a “Sale and Lease-back Transaction”) unless the
net proceeds of such sale are at least equal to the fair value (as determined
by the Board of Directors of the Company or such Restricted Subsidiary, as
applicable) of such property and either (a) the Company or such Restricted
Subsidiary would be entitled, pursuant to the provisions of (1) subsection
6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a
Mortgage on the Important Property to be leased without equally and ratably
securing the Loans, or (b) the Company shall, and in any such case the
Company covenants that it will, within 120 days of the effective date of any
such arrangement, apply an amount equal to the fair value (as so determined) of
such property to the reduction of the Commitments (to be accompanied by
prepayment of the Loans in accordance with subsection 2.6 to the extent that
the principal amount thereof outstanding prior to such prepayment would exceed
the Commitments as so reduced) or to the payment or other retirement


 


43

















 


of funded debt for money
borrowed, incurred or assumed by the Company which ranks senior to or pari
passu with the Loans or of funded debt for money borrowed, incurred or
assumed by any Restricted Subsidiary (other than, in either case, funded debt
owned by the Company or any Restricted Subsidiary).  For this purpose, funded debt means any Debt
which by its terms matures at or is extendable or renewable at the sole option
of the obligor without requiring the consent of the obligee to a date more than
twelve months after the date of the creation of such Debt.


 


6.4.          Equipment
Operations Debt.  Permit Equipment
Operations Debt as at the end of any fiscal quarter of the Company and its
consolidated Subsidiaries (including the last quarter of any fiscal year of the
Company and its consolidated Subsidiaries) to exceed 65% of the sum, at the end
of each such fiscal quarter, of (i) Equipment Operations Debt plus (ii) Total
Stockholders’ Equity.


 


SECTION 7            NEGATIVE COVENANTS OF THE CAPITAL CORPORATION


 


The Capital Corporation hereby agrees that,
so long as there is any obligation by any Bank to make Loans to the Capital
Corporation hereunder, any Loan of the Capital Corporation remains outstanding
and unpaid or any other amount is owing by the Capital Corporation to any Bank
or any Agent hereunder, the Capital Corporation shall not, nor in the case of
the agreements set forth in subsection 7.3 shall it permit any of its
Subsidiaries to, directly or indirectly (unless the Majority Banks shall
otherwise consent in writing):


 


7.1.          Fixed
Charges Ratio.  Permit the ratio of
Net Earnings Available for Fixed Charges to Fixed Charges for any fiscal
quarter of the Capital Corporation and its consolidated Subsidiaries (including
the last quarter of any fiscal year of the Capital Corporation and its
consolidated Subsidiaries) to be less than 1.05 to 1.


 


7.2.          Consolidated
Senior Debt to Consolidated Capital Base.  Permit the ratio of Consolidated Senior Debt
to Consolidated Capital Base as at the end of any fiscal quarter of the Capital
Corporation and its consolidated Subsidiaries (including the end of any fiscal
year of the Capital Corporation and its consolidated Subsidiaries) to be more
than 11 to 1.


 


7.3.          Limitation
on Liens.  Issue, incur, assume or
guarantee any Debt secured by any Mortgage upon any of its property or assets,
or any of the property or assets of any of its Subsidiaries (whether any such
property or assets is now owned or hereafter acquired) without in any such case
effectively providing, concurrently with the issuance, incurrence, assumption
or guaranty of any such Debt, that the Loans and all other amounts hereunder
(together with, if the Capital Corporation shall so determine, any other
indebtedness of or guaranty by such Borrower or such Subsidiary ranking equally
with the Loans then existing or thereafter created) shall be secured equally
and ratably with or prior to such Debt; provided, however, that
the foregoing restrictions shall not apply to:


 


(a)           Mortgages on fixed assets or other physical properties
hereafter acquired to secure all or part of the purchase price thereof or the
acquiring hereafter of such assets or properties subject to any existing lien
or charge securing indebtedness (whether or not assumed);


 


44

















 


(b)           easements, liens, franchises or other minor encumbrances on
or over any real property which do not materially detract from the value of
such property or its use in the business of the Capital Corporation or a
Subsidiary of the Capital Corporation;


 


(c)           any deposit or pledge of assets (i) with any surety
company or clerk of any court, or in escrow, as collateral in connection with
or in lieu of, any bond on appeal from any judgment or decree against the
Capital Corporation or a Subsidiary of the Capital Corporation, or in
connection with other proceedings or actions at law or in equity by or against
the Capital Corporation or a Subsidiary of the Capital Corporation or (ii) as
security for the performance of any contract or undertaking not directly or
indirectly related to the borrowing of money or the securing of indebtedness,
if made in the ordinary course of business, or (iii) with any governmental
agency, which deposit or pledge is required or permitted to qualify the Capital
Corporation or a Subsidiary of the Capital Corporation to conduct business, to
maintain self-insurance, or to obtain the benefits of any law pertaining to
workmen’s compensation, unemployment insurance, old age pensions, social
security, or similar matters, or (iv) made in the ordinary course of
business to obtain the release of mechanics’, workmen’s, repairmen’s,
warehousemen’s or similar liens, or the release of property in the possession
of a common carrier;


 


(d)           Mortgages by a Subsidiary as security for indebtedness owed
to the Capital Corporation or to any other Subsidiary;


 


(e)           liens for taxes and governmental charges not yet due or
contested by appropriate proceedings in good faith;


 


(f)            Mortgages existing on property acquired
by the Capital Corporation or a Subsidiary of the Capital Corporation through
the exercise of rights arising out of defaults on receivables acquired in the
ordinary course of business;


 


(g)           judgment liens, so long as the finality of such judgment is
being contested in good faith and execution thereon is stayed;


 


(h)           any Mortgage (other than directly or indirectly to secure
borrowed money) if, after giving effect thereto, the aggregate principal sums
secured by pledges or liens otherwise within the restrictions in clauses (a) through
(h) of this subsection 7.3 do not exceed $500,000;


 


(i)            any Mortgage securing
Securitization Indebtedness;


 


(j)            Mortgages on Margin Stock owned
by the Capital Corporation and its Subsidiaries to the extent such Margin Stock
exceeds 25% of the fair market value of property and assets of the Capital
Corporation and its Subsidiaries (including Margin Stock); and


 


(k)           cash collateral provided to any counterparty of the Capital
Corporation or to any Subsidiary of the Capital Corporation in connection with
any Hedging Transaction.


 


7.4.          Consolidation;
Merger.  Merge or consolidate with,
or sell or convey (other than a conveyance by way of lease) all or
substantially all of its assets to, any other corporation, unless (a) the
Capital Corporation shall be the surviving corporation in the case of a


 


45

















 


merger or the surviving,
resulting or transferee corporation (the “successor corporation”) shall
be a corporation organized under the laws of the United States or any State
thereof or the District of Columbia and shall expressly assume the due and
punctual performance of all of the agreements, covenants and obligations of the
Capital Corporation under this Agreement by supplemental agreement satisfactory
to the Administrative Agent and executed and delivered to the Administrative
Agent by the successor corporation and (b) the Capital Corporation or such
successor corporation, as the case may be, shall not, immediately after such
merger, consolidation, sale or conveyance, be in default in the performance of
any such agreements, covenants or obligations; provided, however,
that the Capital Corporation may merge or consolidate with, or sell or convey
substantially all of its assets to, the Company, if (i) the Company is the
successor corporation (as defined above) and (ii) subclause (b) above
is complied with.  Upon any such merger,
consolidation, sale or conveyance, the successor corporation shall succeed to
and be substituted for, and may exercise every right and power of and shall be
subject to all the obligations of, the Capital Corporation under this
Agreement, with the same effect as if the successor corporation had been named
as the Capital Corporation herein and therein.


 


SECTION 8            EVENTS OF DEFAULT


 


Upon the occurrence and during the
continuance of any of the following events:


 


(a)           Either
Borrower shall fail to pay any principal of any Loan when due in accordance
with the terms hereof or to pay any interest on any Loan, in each case within
two Business Days after any such amount becomes due in accordance with the
terms hereof or shall fail to pay any other amount payable hereunder within
five Business Days after any such other amount becomes due in accordance with
the terms thereof or hereof; or


 


(b)           Any
representation or warranty made or pursuant to subsection 4.2 deemed made by
either Borrower herein or which is contained in any material certificate,
material document or material financial statement or other material statement
furnished at any time under or in connection with this Agreement shall prove to
have been incorrect in any material respect on or as of the date made or deemed
made; or


 


(c)           The
Company shall default in the observance or performance of any agreement
contained in subsection 5.6, 6.1 or 6.4, or the Capital Corporation shall
default in the observance or performance of any agreement contained in
subsections 7.1, 7.2 or 7.4; or


 


(d)           Either
Borrower shall default in the observance or performance of any agreement
contained in this Agreement (other than those agreements referred to above in
this Section 8), and such default shall continue unremedied for a period
of 30 days after written notice thereof shall have been given to such Borrower
by the Administrative Agent or any of the Banks through the Administrative
Agent; or


 


(e)           (i) 
Either Borrower or any of its Significant Subsidiaries shall default in any
payment of principal of or interest on any indebtedness for borrowed money
(other than the Loans and any Securitization Indebtedness) in a principal
amount in excess of


 


46

















 


$50,000,000 in the aggregate, or any interest
or premium thereon, when due (whether at scheduled maturity or by required
prepayment, acceleration, demand or otherwise) and such failure shall continue
beyond the period of grace, if any, provided in the instrument or agreement
under which such indebtedness was created; or (ii) any other default (other
than any default arising solely out of either Borrower’s, or any of its
Significant Subsidiaries’, violation of any arrangement with any Bank, or any
affiliate of any Bank, in any way restricting such Borrower’s, or such
Significant Subsidiary’s, right or ability to sell, pledge or otherwise dispose
of Margin Stock other than Restricted Margin Stock), or any other event that
with notice or the lapse of time, or both, would constitute such a default,
under any agreement or instrument relating to any such indebtedness for
borrowed money (other than the Loans), shall occur and shall continue after the
applicable grace period, if any, specified in such agreement or instrument, if
the effect of such default or event is to accelerate the maturity of such
indebtedness; or (iii) any such indebtedness for borrowed money shall, by
reason of default, be declared to be due and payable, or required to be
prepaid, prior to the stated maturity thereof (unless such indebtedness is
declared due and payable, or required to be prepaid, solely by reason of either
Borrower’s, or any of its Significant Subsidiaries’, violation of any
arrangement with any Bank, or any affiliate of any Bank, in any way restricting
such Borrower’s, or such Significant Subsidiary’s, right or ability to sell,
pledge or otherwise dispose of Margin Stock other than Restricted Margin
Stock); or


 


(f)            (i)  Either Borrower or any of its Significant
Subsidiaries shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee,
custodian or other similar official for it or for all or any substantial part
of its assets, or such Borrower or any of its Significant Subsidiaries shall
make a general assignment for the benefit of its creditors; or (ii) there shall
be commenced against either Borrower or any of its Significant Subsidiaries any
case, proceeding or other action of a nature referred to in clause (i) above
which (A) results in the entry of an order for relief or any such adjudication
or appointment or (B) remains undismissed, undischarged or unbonded for a
period of 90 days; or


 


(g)           Any
action is undertaken to terminate any Plan as to which either Borrower, or any
Subsidiary of either Borrower, may have liability, or any such Plan is
terminated or such Borrower or Subsidiary withdraws from such Plan, or any
Reportable Event as to any such Plan shall occur, and there shall exist a
deficiency in the assets available to satisfy the benefits guaranteeable under
ERISA with respect to such Plan, in the aggregate for all such Plans with
respect to which any of the foregoing shall have occurred in the immediately
preceding 12 consecutive months, of more than 25% of the Consolidated Net Worth
of such Borrower and in the reasonable judgment of the Required Banks, such
occurrence is reasonably expected to have a material adverse effect on the
business, operations or condition (financial or otherwise) of the Borrowers; or


 


47

















 


(h)           Any
Person shall own beneficially, directly or indirectly, 30% or more of the
common stock of the Company; or any Person shall have the power, direct or
indirect, to vote securities having 30% or more of the ordinary voting power
for the election of directors of the Company or shall own beneficially,
directly or indirectly, securities having such power, provided that
there shall not be included among the securities as to which any such Person
has such power to vote or which such Person so owns securities owned by such
Person as nominee for the direct or indirect beneficial owner thereof or
securities as to which such power to vote arises by virtue of proxies solicited
by the management of the Company;


 


then, and in any such event, (A) if such
event is an Event of Default specified in paragraph (f) above, automatically
the Commitments shall immediately terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement and
the Loans shall immediately become due and payable, and (B) (1) if such event
is any Event of Default specified in paragraph (a) or (e), then with the
consent of the Majority Banks, the Administrative Agent may, or upon the
request of the Majority Banks, the Administrative Agent shall, or (2) if such
Event is an Event of Default specified in paragraph (b), (c), (d), (g) or (h),
then with the consent of the Required Banks, the Administrative Agent may, or
upon the request of the Required Banks, the Administrative Agent shall, take
either or both of the following actions: 
(i) by notice to the Borrowers, declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) by
notice of default to the Borrowers, declare the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement to be due
and payable forthwith, whereupon the same shall immediately become due and
payable.  Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of
any kind are hereby expressly waived with respect to this Agreement by the
Borrowers.


 


SECTION 9            THE
AGENTS


 


9.1.          Appointment.  (a) 
Each Bank hereby irrevocably designates and appoints JPMorgan Chase Bank,
N.A. as the Administrative Agent of such Bank under this Agreement, and each
Bank hereby irrevocably authorizes JPMorgan Chase Bank, N.A. as the
Administrative Agent for such Bank, to take such action on its behalf under the
provisions of this Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto.


 


(b)           Notwithstanding
anything to the contrary contained in this Agreement, the parties hereto hereby
agree that neither the Syndication Agents, the Documentation Agents nor the
Co-Documentation Agent shall have any rights, duties or responsibilities in
such respective capacity nor shall any such Person have the authority to take
any action hereunder in its capacity as such.


 


(c)           Notwithstanding
any provision to the contrary elsewhere in this Agreement, no Agent shall have
any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against any Agent.


 


48
















 


9.2.          Delegation of Duties.  Each
Agent may execute any of its duties under this Agreement by or through agents
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Each Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.


 


9.3.          Exculpatory Provisions.  Neither
any Agent nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable to any Bank for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement (except for its or such Person’s own gross
negligence or wilful misconduct), or (ii) responsible in any manner to any
of the Banks for any recitals, statements, representations or warranties made
by the Borrowers or any officer thereof contained in this Agreement or in any certificate,
report, statement or other document referred to or provided for in, or received
by any Agent under or in connection with, this Agreement or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or for any failure of the Borrowers to perform their obligations
hereunder. No Agent shall be under any obligation to any Bank to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement, or to inspect the properties,
books or records of the Borrowers.


 


9.4.          Reliance by Agents.  Each
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Loan, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, facsimile, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Borrowers), independent accountants and other experts selected by such Agent. Each
Agent may deem and treat the payee of any Loan as the owner thereof for all
purposes except as provided in subsections 10.5(c) and 10.5(d). Each Agent
shall be fully justified in failing or refusing to take any discretionary
action under this Agreement unless it shall first receive such advice or
concurrence of the Majority Banks as it deems appropriate or it shall first be
indemnified to its satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. Each Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement in accordance with a request of
the Majority Banks, the Required Banks or all of the Banks (if the consent of
the Majority Banks, the Required Banks or all of the Banks, respectively, is
required), and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Banks.


 


9.5.          Notice of Default.  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default unless the Administrative Agent
has received notice from a Bank or either Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice
of default”. In the event that the Administrative Agent receives such a notice,
the Administrative Agent shall give notice thereof to the Banks. The Administrative
Agent shall take such action with respect to such Default or Event of Default
as shall be reasonably directed by the Majority Banks, the Required Banks, or
all Banks, as applicable; provided that, unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but


 


49

















 


shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Banks.


 


9.6.          Non-Reliance on Agents and Other
Banks.  Each Bank expressly acknowledges that neither any Agent nor
any of its respective officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representations or warranties to it and that no act
by such Agent hereafter taken, including any review of the affairs of the
Borrowers, shall be deemed to constitute any representation or warranty by such
Agent to any Bank. Each Bank represents to each Agent that it has,
independently and without reliance upon such Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of each Borrower and made
its own decision to make its Loans hereunder and enter into this Agreement. Each
Bank also represents that it will, independently and without reliance upon each
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 analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrowers. Except for notices, reports and other
documents expressly required to be furnished to the Banks by any Agent hereunder,
such Agent shall not have any duty or responsibility to provide any Bank with
any credit or other information concerning the business, operations, property,
financial and other condition or creditworthiness of either Borrower which may
come into the possession of such Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.


 


9.7.          Indemnification.  The
Banks agree to indemnify each Agent in its capacity as such (to the extent not
reimbursed by the Borrowers and without limiting the obligation of the
Borrowers to do so), ratably (as reasonably determined by the Administrative
Agent), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including without limitation at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against such Agent in any way relating to or arising out of this Agreement, or
any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted by such Agent under or in
connection with any of the foregoing; provided that no Bank shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from such Agent’s gross negligence or wilful misconduct. The
agreements in this subsection 9.7 shall survive the payment of the Loans and
all other amounts payable hereunder.


 


9.8.          Agents in their Individual
Capacities.  Each Agent and its respective affiliates may make loans
to, accept deposits from and generally engage in any kind of business with the
Borrowers as though such Agent were not an Agent hereunder. With respect to its
Loans made by it, each Agent shall have the same rights and powers under this
Agreement as any Bank and may exercise the same as though it were not an Agent,
and the terms “Bank” and “Banks” shall include the Administrative Agent in its
individual capacity.


 


50

















 


9.9.          Successor Agents.  Each
Agent may resign as Agent upon 30 days’ notice thereof to the Borrowers and the
Banks. If any Agent shall resign as Agent under this Agreement, then the
Majority Banks shall appoint from among the Banks a successor agent for the
Banks which successor agent shall be approved by the Borrowers, whereupon such
successor agent shall succeed to the rights, powers and duties of the Administrative
Agent and the term “Administrative Agent” shall mean such successor agent
effective upon its appointment, and the former Agent’s rights, powers and
duties as Agent shall be terminated, without any other or further act or deed
on the part of such former Agent or any of the parties to this Agreement. After
any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 9
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement.


 


SECTION 10    MISCELLANEOUS


 


10.1.        Amendments and Waivers.  With
the written consent of the Majority Banks, the Administrative Agent and the
Borrowers may, from time to time, enter into written amendments, supplements or
modifications hereto for the purpose of adding any provisions to this Agreement
or changing in any manner the rights of the Banks or of the Borrowers
hereunder, and with the consent of the Majority Banks the Administrative Agent
on behalf of the Banks may execute and deliver to the Borrowers a written
instrument waiving, on such terms and conditions as the Administrative Agent
may specify in such instrument, any of the requirements of this Agreement or
any Default or Event of Default and its consequences; provided, however,
that no such waiver, amendment, supplement or modification shall (a) extend
the maturity of any Loan, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof, or reduce the rate of
any fee payable hereunder or extend the time of payment thereof, in each case,
without the written consent of (i) with respect to any such change to any
Committed Rate Loan, each Bank directly affected thereby and (ii) with
respect to any such change to any Bid Loan, the Bank which made such Bid Loan,
or (b) change the amount of any Bank’s Commitment or the terms of its
obligation to make Loans hereunder (other than in accordance with subsection
2.20), or amend, modify or waive the pro rata treatment and payment provisions
of subsection 2.12(b), or amend, modify or waive any provision of this
subsection 10.1 or reduce the percentage specified in the definition of
Majority Banks or Required Banks, or consent to the assignment or transfer by
either Borrower of any of its rights and obligations under this Agreement, in
each case without the written consent of each Bank, or (c) amend, modify
or waive any provision of Section 9 without the written consent of the
then Administrative Agent and, if applicable, any other Agent affected by such
amendment, modification or waiver, or (d) extend the Termination Date with
respect to any Bank without the written consent of such Bank; and provided,
further, however, that no such waiver, amendment, supplement or
modification shall waive, amend, supplement or otherwise modify subsection 2.16
or Section 8(B) (2) without the written consent of the Required
Banks. Any such waiver and any such amendment, supplement or modification shall
apply equally to each of the Banks and shall be binding upon the Borrowers, the
Banks and the Agents. In the case of any waiver, the Borrowers, the Banks and
the Agents shall be restored to their former position and rights hereunder, and
any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon. Anything contained
in the foregoing to the contrary notwithstanding, the relevant Borrower and the
relevant Bank with respect to a


 


51

















 


Negotiated Rate Loan may, from time to time, enter
into amendments, supplements or modifications for the purpose of adding any
provisions to such Negotiated Rate Loans or changing in any manner the rights
of such Bank and such Borrower thereunder and such Bank may waive any of the
requirements of such Negotiated Rate Loan; provided, however,
that such Borrower and such Bank shall notify the Administrative Agent in
writing of any extension of the maturity of such Negotiated Rate Loan or
reduction of the principal amount thereof; provided, further,
that such Borrower and such Bank shall not extend the maturity of such
Negotiated Rate Loan beyond the last day of the Commitment Period.


 


10.2.        Notices.  All notices,
requests and demands to or upon the respective parties hereto to be effective
shall be in writing, by facsimile transmission, by telephone confirmed in
writing and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or when deposited in the
mail, postage prepaid, or, in the case of facsimile transmission, when
received, addressed as follows in the case of the Borrowers, the Administrative
Agent, or to such address or other address as may be hereafter notified by the
respective parties hereto:


 


	
  The Borrowers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Company:

  	
   

  	
  Deere & Company

  Attention: Treasurer

  One John Deere Place

  Moline, Illinois 61265

  Telephone: 309-765-5344

  Facsimile: 309-765-5021

  
	
   

  	
   

  	
   

  
	
  The Capital Corporation:

  	
   

  	
  John Deere Capital Corporation

  Attention: Manager

  1 East First Street

  Suite 600

  Reno, Nevada 89501

  Telephone: 775-786-5527

  Facsimile: 775-786-4145

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Deere & Company

  Attention: Treasurer

  One John Deere Place

  Moline, Illinois 61265

  Telephone: 309-765-5344

  Facsimile: 309-765-5021

  
	
   

  	
   

  	
   

  
	
  The Administrative Agent:

  	
   

  	
  JPMorgan Chase Bank, N.A.

  Attention: Randolph Cates

  270 Park Avenue

  New York, New York 10017

  Telephone: 212-270-8997

  Facsimile: 212-270-6637

  



 


52

















 


	
  with a copy to:

  	
   

  	
  JPMorgan Chase Bank, N.A.

  Attention: Talitha Humes

  1111 Fannin Street, 10th Floor

  Houston, Texas 77002

  Telephone: 713-427-6190

  Facsimile: 713-750-2782

  
	
   

  	
   

  	
   

  
	
  To any other Bank:

  	
   

  	
  To it at its address (or facsimile number)
  set forth in its Administrative Questionnaire.

  



 


provided
that any notice, request or demand to or upon the Administrative Agent or the
Banks pursuant to subsections 2.1, 2.2, 2.5, 2.6, 2.9, 2.11, 2.20 and 9.9 shall
not be effective until received (including receipt by telephone if permitted
hereby).


 


10.3.        No Waiver; Cumulative Remedies.  No
failure to exercise and no delay in exercising, on the part of either Borrower,
the Administrative Agent or any Bank, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


 


10.4.        Payment of Expenses.  (a) 
The Company agrees (i) to pay or reimburse the Administrative Agent for
all its out-of-pocket costs and expenses incurred in connection with the
preparation and execution of, and any amendment, supplement or modification to,
this Agreement and any other documents prepared in connection herewith, and the
consummation of the transactions contemplated hereby and thereby in such manner
and in such amounts as shall be agreed to in writing by the Company and the
Administrative Agent, (ii) to pay or reimburse the Administrative Agent
for the reasonable fees and disbursements of counsel to the Administrative
Agent incurred in connection with the preparation and execution of, and any
amendment, supplement, modification to, this Agreement and other documents
prepared in connection herewith, and the consummation of the transaction
contemplated hereby and thereby, and (iii) to pay or reimburse each Bank
and each Agent for all its out-of-pocket costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement and any such other documents, including, without limitation, fees and
disbursements of counsel to each Agent and one counsel representing the Banks.


 


(b)           The
Borrowers agree jointly and severally to indemnify and hold harmless each Agent
and each Bank against any and all losses, claims, damages and liabilities
(other than in connection with actions, suits and proceedings by any of the
Banks against any of the other Banks), joint or several, to which they or any
of them may become subject insofar as such losses, claims, damages and
liabilities arise out of, relate to or are based on this Agreement (including
the responsibilities, duties and obligations of the Banks hereunder and their
agreement to make


 


53

















 


Loans hereunder) in connection with any acquisition or proposed
acquisition of any securities or assets by a Borrower or any of its
Subsidiaries, and shall reimburse each such indemnified party for any legal or
other expenses reasonably incurred by it in connection with investigating or defending
any such loss, claim, damage or liability, subject to the following paragraph. This
indemnity agreement shall be in addition to any liability which either Borrower
may otherwise have.


 


(c)           Promptly
after receipt by an indemnified party under subsection 10.4(b) of written
notice of any loss, claim, damage or liability in respect of which indemnity
may be sought by it hereunder, such indemnified party will, if a claim is to be
made against the Borrowers, notify the Borrowers thereof in writing; but the
omission so to notify the Borrowers will not relieve the Borrowers from any
liability (otherwise than under this subsection 10.4) which they may have to
any indemnified party except as may be required or provided otherwise than
under this subsection 10.4. Thereafter, the indemnified party and the Borrowers
shall consult, to the extent appropriate, with a view to minimizing the cost to
the Borrowers of their obligations hereunder. In case any indemnified party
receives written notice of any loss, claim, damage or liability in respect of
which indemnity may be sought hereunder by it and it notifies the Borrowers
thereof, the Borrowers will be entitled to participate therein and, to the
extent that they may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof, with counsel reasonably satisfactory at all times
to such indemnified party; provided, however, that (i) if
the parties against whom any loss, claim, damage or liability arises include
both the indemnified party and a Borrower or any Subsidiary of a Borrower and
the indemnified party shall have reasonably concluded that there may be legal
defenses available to it or other indemnified parties which are different from or
additional to those available to a Borrower or any Subsidiary of a Borrower and
may conflict therewith, the indemnified party or parties shall have the right
to select one separate counsel for such indemnified party or parties to assume
such legal defenses and to otherwise participate in the defense of such loss,
claim, damage or liability on behalf of such indemnified party or parties and (ii) if
any loss, claim, damage or liability arises out of actions brought by or for
the benefit of a Borrower or any Subsidiary of a Borrower, the indemnified
party or parties shall have the right to select their counsel and to assume and
direct the defense thereof and neither Borrower shall be entitled to
participate therein or assume the defense thereof. Upon receipt of notice from
the Borrowers to such indemnified party of their election so to assume the
defense of such loss, claim, damage or liability and approval by the
indemnified party of counsel, the Borrowers shall not be liable to such
indemnified party under this subsection 10.4 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed such counsel
in connection with the assumption of legal defenses in accordance with the
proviso to the next preceding sentence, (ii) the Borrowers shall not have
employed and continued to employ counsel satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the Borrowers shall have authorized
the employment of counsel for the indemnified party at the expense of the
Borrowers.


 


(d)           Notwithstanding
any other provision contained in this subsection 10.4, (i) the Borrowers
shall not be liable for any settlement, compromise or consent to the entry of
any order adjudicating or otherwise disposing of any loss, claim, damage or
liability effected without their consent and (ii) after the Borrowers have
assumed the defense of any loss, claim, damage or


 


54

















 


liability under the preceding paragraph with respect to any Bank, they
will not settle, compromise or consent to entry of any order adjudicating or
otherwise disposing thereof (1) if such settlement, compromise or order
involves the payment of money damages, except if the Borrowers agree with such
Bank to pay such money damages, and, if not simultaneously paid, to furnish
such Bank with satisfactory evidence of their ability to pay such money
damages, and (2) if such settlement, compromise or order involves any
relief against such Bank, other than the payment of money damages, except with
the prior written consent of such Bank.


 


(e)           The
agreements in this subsection 10.4 shall survive repayment of the Loans and all
other amounts payable hereunder.


 


10.5.        Successors and Assigns;
Participations; Purchasing Banks.  (a)  This Agreement shall be
binding upon and inure to the benefit of the Borrowers, the Banks, the Agents
and their respective successors and assigns, except  that the
Borrowers may not assign or transfer any of their rights or obligations under
this Agreement without the prior written consent of each Bank.


 


(b)           Any
Bank may, in the ordinary course of its commercial banking business and in
accordance with applicable law, at any time sell to one or more banks or other
financial institutions (“Participants”) participating interests in the
Loans, Commitments and other interests of such Bank hereunder. In the event of
any such sale by a Bank of participating interests to a Participant, such Bank’s
obligations under this Agreement to the other parties to this Agreement shall
remain unchanged, such Bank shall remain solely responsible for the performance
thereof, such Bank shall remain the holder of any such Loan for all purposes
under this Agreement, and the Borrowers and the Administrative Agent shall
continue to deal solely and directly with such Bank in connection with such
Bank’s rights and obligations under this Agreement.


 


(c)           Any
Bank may, in the ordinary course of its commercial banking business and in
accordance with applicable law, at any time assign to one or more banks or
other financial institutions (“Loan Assignees”) any Bid Loan or
Negotiated Rate Loan or portion thereof owing to such Bank, pursuant to a Loan
Assignment executed by the assignor Bank and the Loan Assignee. Upon such
execution, from and after the Transfer Effective Date specified in such Loan
Assignment, the Loan Assignee shall, to the extent of the assignment provided
for in such Loan Assignment and to the extent permitted by applicable law, be
deemed to have the same rights and benefits with respect to such Bid Loans and
Negotiated Rate Loans and the same obligation to share pursuant to subsection
10.6 as it would have had if it were a Bank hereunder; provided, that
unless such Loan Assignment shall otherwise specify and a copy of such Loan
Assignment shall have been delivered to the Administrative Agent for its
acceptance and recording in the Register in accordance with subsection 10.5(f),
the assignor Bank shall act as collection agent for the Loan Assignee, and in
the case of Bid Loans, the Administrative Agent shall pay all amounts received
from the relevant Borrower which are allocable to the assigned Bid Loan directly
to the assignor Bank without any further liability to the relevant Loan
Assignee, and, in the case of Negotiated Rate Loans, the relevant Borrower
shall pay all amounts due under the assigned Negotiated Rate Loan directly to
the assignor Bank without any further liability to the Loan Assignee. At the
request of any Loan Assignee, on or promptly after the Transfer Effective Date
specified in such Loan Assignment, the relevant Borrower, at its own expense,
shall execute and deliver to the Loan Assignee a promissory note with respect
to the


 


55

















 


Bid Loans or Negotiated Rate Loans to the order of such Loan Assignee
in an amount equal to the Bid Loan or Negotiated Rate Loan assigned. Such note
shall be dated the Borrowing Date in respect of such Bid Loan or Negotiated
Rate Loan and shall otherwise be in the form of Exhibit M; provided, however,
that such Borrower shall not be required to execute and deliver more than an
aggregate of two notes with respect to the Bid Loans of any Bank with the same
Interest Period at any time outstanding. A Loan Assignee shall not, by virtue
of such Loan Assignment, become a party to this Agreement or have any rights to
consent to or refrain from consenting to any amendment, waiver or other
modification of any provision of this Agreement or any related document; provided,
that (i) the assignor Bank and the Loan Assignee may, in their discretion,
agree between themselves upon the manner in which the assignor Bank will
exercise its rights under this Agreement and any related document, and (ii) if
a copy of such Loan Assignment shall have been delivered to the Administrative
Agent for its acceptance and recording in the Register in accordance with
subsection 10.5(f), neither the principal amount of, the interest rate on, nor
the maturity date of, any Bid Loan or Negotiated Rate Loan assigned to a Loan
Assignee will be modified without written consent of such Loan Assignee.


 


(d)           Any
Bank may, in the ordinary course of its commercial banking business and in
accordance with applicable law, sell to any Bank or any affiliate thereof and
to one or more additional banks or other financial institutions (“Purchasing
Banks”), all or any portion (subject to the last sentence of this
subsection 10.5(d)) of its rights (which rights may include such Bank’s rights
in respect of Loans it has disbursed) and obligations under this Agreement with
the prior written consent (such consent not to be unreasonably withheld) of the
Borrowers. Such sale shall be made pursuant to a Commitment Transfer
Supplement, executed by such Purchasing Bank and such transferor Bank (and, in
the case of a Purchasing Bank that is not then a Bank or an affiliate thereof,
by the Borrowers and the Administrative Agent), and delivered to the
Administrative Agent for its acceptance and recording in the Register. Upon
such execution, delivery, acceptance and recording, from and after the Transfer
Effective Date specified in such Commitment Transfer Supplement, (i) the
Purchasing Bank thereunder shall be a party hereto with respect to the interest
purchased and, to the extent provided in such Commitment Transfer Supplement,
have the rights and obligations of a Bank hereunder with a Commitment as set
forth therein, and (ii) the transferor Bank thereunder shall cease to have
those rights and obligations under this Agreement to which the Purchasing Bank
has succeeded (and, in the case of a Commitment Transfer Supplement covering
all or the remaining portion of a transferor Bank’s rights and obligations
under this Agreement, such transferor Bank shall cease to be a party hereto). Such
Commitment Transfer Supplement shall be deemed to amend this Agreement to the
extent, and only to the extent, necessary to reflect the addition of such
Purchasing Bank and the resulting adjustment of Commitments and Commitment
Percentages arising from the purchase by such Purchasing Bank of a portion of
the rights and obligations of such transferor Bank under this Agreement. On or
promptly after the Transfer Effective Date specified in such Commitment
Transfer Supplement, the Purchasing Bank and the Administrative Agent, on
behalf of such Purchasing Bank, shall open and maintain in the name of each
Borrower a Loan Account with respect to such Purchasing Bank’s Committed Rate
Loans and Bid Loans to such Borrower. Anything contained in this Agreement to
the contrary notwithstanding, no Bank may sell any portion of its rights and
obligations under this subsection 10.5(d) to any bank or financial
institution without the prior written consent of the Borrowers if, after giving
effect to such sale or at the time of such sale, as the case may be, (i) the
Commitment of either of the selling and purchasing institutions would be
greater than $0 but less than $5,000,000, (ii) the


 


56

















 


Purchasing Bank, together with all of its affiliates, would have a
Commitment Percentage of more than 15% (or, if the Commitments shall have been
terminated, such Purchasing Bank, together with all of its affiliates, would
hold Loans aggregating to more than 15% in principal amount of all outstanding
Loans), (iii) the Credit Rating of any Purchasing Bank shall be less than
BBB+ from S&P or less than Baa1 from Moody’s or such Purchasing Bank shall
have no Credit Rating or (iv) the Purchasing Bank is not a bank, insurance
company, other financial institution or an Affiliate of any thereof that is
engaged in making, purchasing, holding or investing in bank loans or similar
extensions of credit in the ordinary course of its business.


 


(e)           The
Administrative Agent shall maintain at its address referred to in subsection
10.2 a copy of each Loan Assignment and each Commitment Transfer Supplement
delivered to it and a register (the “Register”) for the recordation of (i) the
names and addresses of the Banks and the Commitment of, and principal amount of
the Loans (other than Negotiated Rate Loans) owing to, each Bank from time to
time, and (ii) with respect to each Loan Assignment delivered to the
Administrative Agent, the name and address of the Loan Assignee and the
principal amount of each Bid Loan owing to such Loan Assignee. The entries in
the Register shall constitute prima  facie evidence of the
accuracy of the information so recorded, and the Borrowers, the Administrative
Agent and the Banks may treat each Person whose name is recorded in the
Register as the owner of the Loan recorded therein for all purposes of this
Agreement. The Register shall be available for inspection by the Company or any
Bank or Loan Assignee at any reasonable time and from time to time upon
reasonable prior notice.


 


(f)            Upon
its receipt of a Loan Assignment executed by an assignor Bank and a Loan
Assignee and an Administrative Questionnaire from the Loan Assignee if it is
not then a Bank, together with payment to the Administrative Agent (by the
assignor Bank or the Loan Assignee, as agreed between them) of a registration
and processing fee of $3,500, the Administrative Agent shall (i) accept
such Loan Assignment, (ii) record the information contained therein in the
Register and (iii) give prompt notice of such acceptance and recordation
to the assignor Bank, the Loan Assignee and the Borrowers. Upon its receipt of
a Commitment Transfer Supplement executed by a transferor Bank and a Purchasing
Bank (and, in the case of a Purchasing Bank that is not then a Bank or an
affiliate thereof, by the Borrowers and the Administrative Agent) and an
Administrative Questionnaire from the Purchasing Bank if it is not then a Bank,
together with payment to the Administrative Agent (by the transferor Bank or
the Purchasing Bank, as agreed between them) of a registration and processing
fee of $3,500 for each Purchasing Bank listed in such Commitment Transfer
Supplement, the Administrative Agent shall (A) accept such Commitment
Transfer Supplement, (B) record the information contained therein in the
Register and (C) give prompt notice of such acceptance and recordation to
the Banks and the Borrowers.


 


(g)           The
Company authorizes each Bank to disclose to any Participant, Loan Assignee or
Purchasing Bank (each, a “Transferee”) and any prospective Transferee
any and all financial information in such Bank’s possession concerning the
Borrowers and their Subsidiaries which has been delivered to such Bank by or on
behalf of the Borrowers pursuant to this Agreement or in connection with such
Bank’s credit evaluation of the Borrowers and their Subsidiaries prior to
becoming a party to this Agreement, provided that with respect to
confidential data or information described in subsection 10.7, such
confidential data may be disclosed only to (i) a Purchasing Bank and/or (ii) any
other Transferee or prospective Transferee


 


57

















 


with the Borrowers’ prior written consent, which consent shall not be
unreasonably withheld with respect to prospective Participants, Participants,
prospective Loan Assignees and Loan Assignees; provided, however,
that such Bank shall not disclose any such confidential data or information
pursuant to this subsection 10.5(g) unless (i) it has notified the
Purchasing Bank or other Transferee or potential Transferee that such data or
information are confidential, such notification to be in writing if such data
or information are disclosed in writing and orally if such data or information
are disclosed orally, and (ii) such Purchasing Bank, Transferee or
potential Transferee has agreed in writing to be bound by the provisions of
subsection 10.7.


 


(h)           If,
pursuant to this subsection, any loan participation or series of loan
participations is sold or any interest in this Agreement is transferred to any
Transferee, the transferor Bank shall cause such Transferee, concurrently with
the effectiveness of such transfer or the first transfer to occur in a series
of transfers between such transferor Bank and such Transferee, (i) to
represent to the transferor Bank (for the benefit of the transferor Bank, the
Administrative Agent and the Borrowers) either (A) that it is incorporated
under the laws of the United States or a state thereof or (B) that under
applicable law and treaties no taxes will be required to be withheld by the
Administrative Agent, the Borrowers or the transferor Bank with respect to any
payments to be made to such Transferee in respect of the Loans, (ii) to
furnish to the transferor Bank, the Administrative Agent and the Borrowers (A) either
(I) a statement that it is incorporated under the laws of the United
States or a state thereof or (II) if it is not so incorporated, a letter
in duplicate in the form of Exhibit J or Exhibit K, as appropriate,
and two duly completed copies of United States Internal Revenue Service Form W-8BEN
or W-8ECI or successor applicable form, as the case may be, certifying in each
case that such Transferee is entitled to receive payments under this Agreement
without deduction or withholding of any United States federal income taxes, and
(B) an Internal Revenue Service Form W-8BEN, or successor applicable
form, as the case may be, to establish an exemption from United States backup withholding
tax, and (iii) to agree (for the benefit of the transferor Bank, the
Administrative Agent and the Borrowers) to provide the transferor Bank, the
Administrative Agent and the Borrowers a new Form W-8BEN or W-8ECI, or
successor applicable form or other manner of certification, on or before the
date that any such letter or form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent letter and form
previously delivered by it, certifying in the case of a Form W-8BEN or
W-8ECI that such Transferee is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
tax, and in the case of a Form W-8BEN establishing exemption from United
States backup withholding tax. The Administrative Agent shall not be
responsible for obtaining such documentation except from its own Transferees.


 


(i)            Nothing
in this subsection 10.5 shall prohibit any Bank from pledging or assigning its
Loans to any Federal Reserve Bank in accordance with applicable law.


 


(j)            The
Borrowers, upon receipt of written notice from the relevant Bank, agree to
issue Notes to any Bank requiring Notes to facilitate transactions of the type
described in paragraph (i) above.


 


(k)           Notwithstanding
anything to the contrary contained herein, any Bank (a “Granting Bank”)
may grant to a special purpose funding vehicle (an “SPC”), identified as
such in writing from time to time by the Granting Bank to the Administrative
Agent and the


 


58

















 


Company, the option to provide to the Borrowers all or any part of any
Loan that such Granting Bank would otherwise be obligated to make to the
Borrowers pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan, (ii) if an
SPC elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Bank shall be obligated to make such Loan
pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Bank to the same extent, and as if, such
Loan were made by such Granting Bank. Each party hereto hereby agrees that no
SPC shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting Bank). In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that
is one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against,
or join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any State thereof. In addition, notwithstanding
anything to the contrary contained in this subsection 10.5(k) any SPC may (i) with
notice to, but without the prior written consent of, the Company and the
Administrative Agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Bank or to any
financial institutions (consented to by the Company and Administrative Agent) providing
liquidity and/or credit support to or for the account of such SPC to support
the funding or maintenance of Loans and (ii) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC. This subsection 10.5(k) may not be
amended without the written consent of the SPC.


 


10.6.        Adjustments.  Except as
otherwise provided in this Agreement, if any Bank (a “benefitted Bank”)
shall at any time receive any payment of all or part of its Committed Rate
Loans,  or interest thereon or facility fee or
Utilization Fee hereunder, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in clause (e) of Section 8, or
otherwise) in a greater proportion than any such payment to and collateral
received by any other Bank, if any, in respect of such other Bank’s Committed
Rate Loans, or interest thereon, or facility fee or Utilization Fee hereunder,
such benefitted Bank shall purchase for cash from the other Banks such portion
of each such other Bank’s Committed Rate Loans, or shall provide such other
Banks with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefitted Bank to share the excess payment or
benefits of such collateral or proceeds ratably with each of such other Banks; provided,
however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Bank, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The Borrowers agree that each Bank so purchasing
a portion of another Bank’s Committed Rate Loans may exercise all rights of
payment (including, without limitation, rights of set-off) with respect to such
portion as fully as if such Bank were the direct holder of such portion.


 


10.7.        Confidentiality.  (a)   Each
of the Agents and the Banks shall, subject as hereinafter provided, keep
confidential from any third party any data or information received by


 


59

















 


them from the Borrowers pursuant to this Agreement
which, if provided in writing, is designated in writing as such, and if
provided orally, is designated orally as such by the Borrowers except:


 


(i)            any
such data or information as is or becomes publicly available or generally known
otherwise than as a result of any breach of the provisions of this subsection
10.7;


 


(ii)           as
required by law, rule, regulation or official direction;


 


(iii)          as
may be necessary to protect as against the Borrowers or either of them the
interests of the Banks or any of them under this Agreement;


 


(iv)          to
the extent permitted under subsection 10.5; and


 


(v)           to
the attorneys, accountants and regulators of such Banks, and to each other
Bank.


 


(b)           Each
of the Agents and the Banks shall use their reasonable efforts to ensure that
any confidential data or information received by them from the Borrowers
pursuant to this Agreement which is disclosed to employees of such Agent or
Bank (as the case may be) is so disclosed only to the extent necessary for
purpose of the administration of this Agreement and, in all cases, on the
condition that such information and data shall be kept confidential except for
such purpose.


 


(c)           The
provisions of this subsection 10.7 shall survive the payment in full of all
amounts payable hereunder and the termination of this Agreement.


 


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 LAW 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


 


60

















 


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. 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.      USA
PATRIOT Act.


 


Each Bank hereby notifies the Borrowers that pursuant to
the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies the Borrowers, which information
includes the name and address of the Borrowers and other information that will
allow such Bank to identify the Borrowers in accordance with the Act. The
Borrowers shall promptly provide such information upon request by any Bank.


 


61
















 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOHN DEERE CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to 2008 364-Day Credit Agreement]


 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Administrative Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to 2008 364-Day Credit Agreement]


 

















 


	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Syndication Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to 2008 364-Day Credit Agreement]


 

















 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  as a Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CITICORP USA

  
	
   

  	
  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to 2008 364-Day Credit Agreement]


 

















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON, acting through

  
	
   

  	
  its Cayman Islands Branch,

  
	
   

  	
  as a Documentation Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to 2008 364-Day Credit Agreement]


 

















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH,

  
	
   

  	
  as a Syndication Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to 2008 364-Day Credit Agreement]


 

















 


	
   

  	
  MERRILL LYNCH BANK USA,

  
	
   

  	
  as Co-Documentation Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to 2008 364-Day Credit Agreement]


 

















 


	
   

  	
   

  
	
   

  	
  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to 2008 364-Day Credit Agreement]


 

















 


SCHEDULE I


 


TERMS OF SUBORDINATION


 


“Senior Indebtedness” means the principal of
(and premium, if any) and unpaid interest, Utilization Fee and facility fee on (a) indebtedness
of John Deere Capital Corporation (the “Capital Corporation”) (including
indebtedness of others guaranteed by the Capital Corporation), other than the
indebtedness evidenced by the Securities [such term to be defined as the debt
to be issued under the indenture or agreement to which this Schedule relates]
and [specify any other indebtedness of the Capital Corporation (including
indebtedness of others guaranteed by the Capital Corporation)], provided
that indebtedness of the Capital Corporation under the credit agreement to
which these Terms of Subordination are attached may not be so specified,
whether outstanding on the date hereof or hereafter created, incurred, assumed
or guaranteed, for money borrowed, unless in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is provided
that such indebtedness is not senior or prior in right of payment to the
Securities, and (b) renewals, extensions, modifications and refundings of
any such indebtedness.


 


SUBORDINATION


 


Section 1. 
Agreement to Subordinate.


 


The Capital Corporation, for itself, its successors
and assigns, covenants and agrees, and each holder of Securities, by such
holder’s acceptance thereof, likewise covenants and agrees, that the payment of
the principal of (and premium, if any) and interest on each and all of the
Securities is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
Senior Indebtedness.


 


Section 2. 
Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities.


 


Upon any distribution of assets of the Capital
Corporation upon any dissolution, winding up, liquidation or reorganization of
the Capital Corporation, whether in bankruptcy, insolvency, reorganization or
receivership proceedings or upon an assignment for the benefit of creditors or
any other marshalling of the assets and liabilities of the Capital Corporation
or otherwise (subject to the power of a court of competent jurisdiction to make
other equitable provisions reflecting the rights conferred in this Agreement
upon the Senior Indebtedness and the holders thereof with respect to the
Securities by a lawful plan of reorganization under applicable bankruptcy law),


 


(a)           the holders of
Senior Indebtedness shall be entitled to receive payment in full of the
principal thereof (and premium if any) and the interest, Utilization Fee and
facility fee due on the Senior Indebtedness before the holders of the
Securities are entitled to receive any payment upon the principal of (or
premium, if any) or interest on indebtedness evidenced by the Securities; and


 

















 


(b)           any payment or
distribution of assets of the Capital Corporation of any kind or character,
whether in cash, property or securities, to which the holders of the Securities
or any trustee therefor would be entitled except for the provisions of this Article shall
be paid by the liquidating trustee or agent or other person making such payment
or distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any indenture
under which any instruments evidencing any of such Senior Indebtedness may have
been issued, ratably according to the aggregate amounts remaining unpaid on
account of the principal of (and premium, if any) and interest, Utilization Fee
and facility fee on the Senior Indebtedness held or represented by each holder
of Senior Indebtedness, to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness; and


 


(c)           in the event that,
notwithstanding the foregoing, any payment or distribution of assets of the
Capital Corporation of any kind or character, whether in cash, property or
securities, shall be received by any trustee for the holders of the Securities
or the holders of the Securities before all Senior Indebtedness is paid in
full, such payment or distribution shall be paid over, upon written notice to
any trustee for the holders of the Securities, to the holders of Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably as aforesaid, for application
to the payment of all Senior Indebtedness remaining unpaid until all such
Senior Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.


 


Subject to the payment in full of all Senior
Indebtedness, the holders of the Securities shall be subrogated to the rights
of the holders of Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Capital Corporation applicable to Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full and no such payments or distributions to the
holders of the Securities of cash, property or securities otherwise
distributable to the holders of Senior Indebtedness shall, as between the
Capital Corporation, its creditors other than the holders of Senior
Indebtedness, and the holders of the Securities, be deemed to be a payment by
the Capital Corporation to or on account of the Securities.  It is understood that the provisions of this Article are,
and are intended, solely for the purpose of defining the relative rights of the
holders of the Securities, on the one hand, and the holders of Senior
Indebtedness, on the other hand.  Nothing
contained in this Article or elsewhere in this Agreement or in the
Securities is intended to or shall impair, as between the Capital Corporation,
its creditors other than the holders of Senior Indebtedness, and the holders of
the Securities, the obligation of the Capital Corporation, which is
unconditional and absolute, to pay to the holders of the Securities the
principal of (and premium, if any) and interest on the Securities as and when
the same shall become due and payable in accordance with their terms, or to
affect the relative rights of the holders of the Securities and creditors of
the Capital Corporation other than the holders of Senior Indebtedness, nor
shall anything herein or in the instruments or other evidence of the Securities
prevent any trustee for the holders of the Securities or the holder of any
Securities from exercising all remedies otherwise permitted by applicable law
upon default under this Agreement or such instrument or other evidence, subject



 


2

















 


to the rights, if any, under this Article of
the holders of Senior Indebtedness in respect of cash, property or securities
of the Capital Corporation received upon the exercise of any such remedy.


 


Section 3. 
No Payment on Securities in Event of Non-Payment When Due of Senior
Indebtedness.


 


No payment by the Capital Corporation on account of
principal (or premium, if any), sinking funds, or interest on the Securities
shall be made unless full payment of amounts then due for principal, premium,
if any, sinking funds and interest on Senior Indebtedness has been made or duly
provided for in money or money’s worth.


 


3
















 


SCHEDULE II


 


COMMITMENTS


 


	
  Bank

  	
   

  	
  Commitment

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $

  	
  95,000,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  Credit Suisse Cayman Island Branch

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  Deutsche Bank AG, New York Branch

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  Merrill Lynch Bank USA

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  HSBC Bank USA, N.A.

  	
   

  	
  $

  	
  55,000,000

  	
   

  
	
  Toronto Dominion (Texas) LLC

  	
   

  	
  $

  	
  55,000,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Wachovia Bank, N.A.

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Wells Fargo Bank, N.A.

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Banco Bilbao Vizcaya Argentaria

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  The Bank of Tokyo Mitsubishi UFJ, Ltd.

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Westpac Banking Corporation

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Fifth Third Bank

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Santander S.A. NY Branch

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  U.S. Bank, N.A.

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Nordea Bank Finland Plc

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  750,000,000

  	
   

  



 

















 


SCHEDULE III


 


ADDRESSES FOR NOTICES


 


JPMorgan
Chase Bank, N.A.

Attention:  Randolph Cates

270 Park Avenue - 4th Floor               

New York, New York 10017

Telephone:  (212) 270-8997

Facsimile:  (212) 270-6637


 

















 


EXHIBIT A


 


[FORM OF BORROWING NOTICE]


 


                                                   ,
200  


 


JPMorgan Chase Bank, N.A.,
   as Administrative Agent under the 

Credit Agreement referred to below

1111 Fannin Street, 10th Floor

Houston, Texas 77002

Attention:  Talitha Humes


 


Ladies and Gentlemen:


 


Pursuant to subsection 2.1(c) of the
$750,000,000 364-Day Credit Agreement, dated as of March 4, 2008, among
DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, the Banks parties
thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and
CREDIT SUISSE FIRST BOSTON, as Documentation Agents, MERRILL LYNCH BANK USA, as
Co-Documentation Agent, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK
BRANCH, as Syndication Agents (as the same may be amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), the
undersigned hereby requests that the following Committed Rate Loans be made on
                    ,
200   as follows:


 


	
  (1)

  	
  Total Amount of Committed Rate Loans

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Amount of (1) to be allocated to Eurodollar Loans

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  Amount of (1) to be allocated to ABR Loans

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (4)

  	
  Interest Periods and amounts to be
  allocated thereto in respect of Eurodollar Loans (amounts must total (2)):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (i)  one month

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (ii)  two months

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (iii)  three months

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  (iv)  six months

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Total Eurodollar Loans.

  	
   

  	
  $

  



 

















 






	
  NOTE:

  	
  THE AMOUNT APPEARING IN LINE (1) ABOVE MUST BE AT LEAST EQUAL TO
  $25,000,000 AND IN A WHOLE MULTIPLE OF $5,000,000 AND THE AMOUNTS APPEARING
  IN EACH OTHER LINE ABOVE MUST BE AT LEAST EQUAL TO $10,000,000 AND IN A WHOLE
  MULTIPLE OF $1,000,000.

  



 


Terms defined in the Credit Agreement shall
have the same meanings when used herein.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [DEERE &
  COMPANY]

  
	
   

  	
  [JOHN DEERE
  CAPITAL CORPORATION]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


A-2

















 


 


EXHIBIT B


 


[FORM OF BID LOAN REQUEST]


 


                                                   ,
200


 


JPMorgan Chase Bank, N.A., 

as Administrative Agent under the Credit

Agreement referred to below 


1111 Fannin Street, 10th Floor

Houston, Texas  77002

Attention:  Talitha Humes


 


Ladies and Gentlemen:


 


Reference is made to the $750,000,000 364-Day
Credit Agreement, dated as of March 4, 2008, among DEERE &
COMPANY, JOHN DEERE CAPITAL CORPORATION, the Banks parties thereto, JPMORGAN
CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE
FIRST BOSTON, as Documentation Agents, MERRILL LYNCH BANK USA, as
Co-Documentation Agent, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK
BRANCH, as Syndication Agents (as the same may be amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are
used herein as therein defined.


 


This is an [Index Rate] [Absolute Rate] Bid
Loan Request pursuant to subsection 2.2 of the Credit Agreement requesting
quotes for the following Bid Loans:


 


	
  Aggregate Principal Amount

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  
	
  Borrowing Date

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest Period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maturity Period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest Payment Dates

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest Rate Basis

  	
   

  	
  360 day year

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






	
   

  	
   

  	
  NOTE:

  	
  THE
  AGGREGATE PRINCIPAL AMOUNTS APPEARING ABOVE MUST BE IN THE AGGREGATE AT LEAST
  EQUAL TO $25,000,000 AND IN A WHOLE MULTIPLE OF $5,000,000. 

  



 

















 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  [DEERE &
  COMPANY]

  
	
   

  	
  [JOHN DEERE
  CAPITAL CORPORATION]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 






Note:                           Pursuant
to the Credit Agreement, a Bid Loan Request may be transmitted by facsimile
transmission, or by telephone, immediately confirmed by facsimile
transmission.  In any case, a Bid Loan
Request shall contain the information specified in the second paragraph of this
form.


 


B-2

















 


EXHIBIT C


 


[FORM OF BID LOAN OFFER]


 


                                                ,
200


 


JPMorgan Chase Bank, N.A., as Administrative

Agent under the Credit Agreement

referred to below


1111 Fannin Street, 10th Floor

Houston, Texas  77002

Attention:  Talitha Humes


 


Ladies and Gentlemen:


 


Reference is made to the $750,000,000 364-Day
Credit Agreement, dated as of March 4, 2008, among DEERE &
COMPANY, JOHN DEERE CAPITAL CORPORATION, the Banks parties thereto, JPMORGAN
CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE FIRST
BOSTON, as Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation
Agent, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as
Syndication Agents (as the same may be amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are
used herein as therein defined.


 


In accordance with subsection 2.2 of the
Credit Agreement, the undersigned Bid Loan Bank offers to make Bid Loans
thereunder in the following amounts with the following maturity dates:


 


Borrowing Date: 
                                  ,
200


 


Aggregate Maximum Amount:  $


 

















 


	
  Maturity Date 1:

  	
   

  	
  Maturity Date 2:

  	
   

  	
  Maturity Date 3:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum Amount   

  	
  $

  	
   

  	
  Maximum Amount  

  	
  $

  	
   

  	
  Maximum Amount  

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rate*         Amount  

  	
  $

  	
   

  	
  Rate*         Amount  

  	
  $

  	
   

  	
  Rate*         Amount  

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rate*         Amount  

  	
  $

  	
   

  	
  Rate*         Amount  

  	
  $

  	
   

  	
  Rate*         Amount  

  	
  $

  



 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF BID LOAN BANK]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
  Facsimile:

  



 






*  If Index Rate Bid Loan, insert percentage
above or below Eurodollar Rate.


 


C-2

















 


EXHIBIT D


 


[FORM OF BID LOAN
CONFIRMATION]


 


                                                 ,
200


 


JPMorgan Chase Bank, N.A., as Administrative
Agent 

under the Credit Agreement referred

to below


1111 Fannin Street, 10th Floor

Houston, Texas  77002

Attention:  Talitha Humes


 


Ladies and Gentlemen:


 


Reference is made to the $750,000,000 364-Day
Credit Agreement, dated as of March 4, 2008, among DEERE &
COMPANY, JOHN DEERE CAPITAL CORPORATION, the Banks parties thereto, JPMORGAN
CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE
FIRST BOSTON, as Documentation Agents, MERRILL LYNCH BANK USA, as
Co-Documentation Agent, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK
BRANCH, as Syndication Agents (as the same may be amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are
used herein as therein defined.


 


In accordance with subsection 2.2 of the
Credit Agreement, the undersigned accepts and confirms the offers by Bid Loan
Bank(s) to make Bid Loans to the undersigned on
                            ,
200    [Borrowing Date] under said subsection 2.2 in the
(respective) amount(s) set forth on the attached list of Bid Loans
offered.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [DEERE & COMPANY]

  
	
   

  	
  [JOHN DEERE CAPITAL CORPORATION]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


[Borrower to attach Bid Loan
Offer list prepared by Administrative Agent with accepted amount entered by the
Borrower to right of each Bid Loan Offer].


 

















 


EXHIBIT E


 


[FORM OF LOAN ASSIGNMENT]


 


LOAN ASSIGNMENT


 


LOAN ASSIGNMENT, dated as of the date set
forth in Item 1 of Schedule I hereto, among the Assignor Bank set forth in Item
2 of Schedule I hereto (the “Assignor Bank”), the Loan Assignee set
forth in Item 3 of Schedule I hereto (the “Loan Assignee”), and JPMORGAN
CHASE BANK, N.A., as administrative agent for the Banks under the Credit Agreement
described below (in such capacity, the “Administrative Agent”).


 


W  I  T  N  E  S
S  E  T  H  :


 


WHEREAS, this Loan Assignment is being
executed and delivered in accordance with subsection 10.5(c) of the
$750,000,000 364-Day Credit Agreement, dated as of March 4, 2008 among
DEERE & COMPANY (the “Company”), JOHN DEERE CAPITAL CORPORATION
(the “Capital Corporation”), the Banks parties thereto, JPMORGAN CHASE
BANK, N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE FIRST
BOSTON, as Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation
Agent, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as
Syndication Agents (as the same may be amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”; terms defined
therein being used herein as therein defined); and


 


WHEREAS, the Assignor Bank has advanced to
[the Company] [the Capital Corporation] the Bid Loan or Negotiated Rate Loan or
portion thereof described in Item 5 of Schedule I hereto (the “Loan”),
and the Assignor Bank is assigning the Loan to the Loan Assignee pursuant to
this Loan Assignment;


 


NOW, THEREFORE, the parties hereto hereby
agree as follows:


 


1.             The Assignor Bank acknowledges
receipt from the Loan Assignee of an amount equal to the purchase price, as
agreed between the Assignor Bank and the Loan Assignee, of the outstanding
principal amount of, and accrued interest on, the Loan.  The Assignor Bank hereby irrevocably sells,
assigns and transfers to the Loan Assignee without recourse, representation or
warranty, and the Loan Assignee hereby irrevocably purchases, takes and
acquires from the Assignor Bank, the Loan, together with all instruments,
documents and collateral security pertaining thereto.


 


2.             (a)  From and after the date
set forth in Item 4 of Schedule I hereto (the “Transfer Effective Date”),
principal and interest that would otherwise be payable to or for the account of
the Assignor Bank pursuant to the Loan shall, instead, be payable to or for the
account of the Loan Assignee.


 


(b)           If
Item 6 of Schedule I hereto contains payment instructions for the Loan Assignee
and if the Loan Assignee delivers a copy of this Loan Assignment to the


 

















 


Administrative
Agent in accordance with subsection 10.5(f) of the Credit Agreement at
least 5 Business Days prior to the due date of any payment to the Loan
Assignee, the Loan Assignee hereby instructs the Administrative Agent to pay
all such amounts payable to it pursuant to the provision of subparagraph (a) of
this paragraph 2 in accordance with such payment instructions.  If Item 6 of Schedule I hereto does not
contain payment instructions for the Loan Assignee (or a copy hereof is not
delivered to the Administrative Agent as aforesaid), the Assignor Bank and the
Loan Assignee agree that, notwithstanding the provisions of subparagraph (a) of
this paragraph 2, the Assignor Bank is hereby appointed by the Loan Assignee as
its collection agent to receive from the Administrative Agent, for and on
behalf of and for the account of the Loan Assignee, all amounts payable to or
for the account of the Loan Assignee under the Loan; the Assignor Bank will
immediately pay over to the Loan Assignee any such amounts received by it, in
like funds as received.


 


3.             Each of the parties to this Loan
Assignment agrees that at any time and from time to time upon the written
request of any other party, it will execute and deliver such further documents
and do such further acts and things as such other party may reasonably request
in order to effect the purposes of this Loan Assignment.


 


4.             By executing and delivering this
Loan Assignment, the Assignor Bank and the Loan Assignee confirm to and agree
with each other and the Administrative Agent and the Banks as follows:  (i) other than the representation and
warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Assignor Bank makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other instrument or document furnished pursuant thereto
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto; (ii) the Assignor Bank makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Company or the Capital Corporation or the performance or observance by
the Company or the Capital Corporation of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant
thereto; (iii) the Loan Assignee confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in subsection 3.1 of the Credit Agreement (unless financial statements
referred to in subsection 5.1(a) of the Credit Agreement have become
available), the financial statements delivered pursuant to subsection 5.1 of
the Credit Agreement, if any, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Loan Assignment; (iv) the Loan Assignee will, independently and
without reliance upon the Administrative Agent, the Assignor Bank 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 respect of the Credit
Agreement; and (v) the Loan Assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Agreement as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, all in accordance with Section 9 of the Credit
Agreement.


 


5.             If the Loan Assignee is organized
under the laws of any jurisdiction other than the United States or any State
thereof, the Loan Assignee (i) represents to the Assignor 


 


E-2

















 


Bank (for the benefit of the
Assignor Bank, the Administrative Agent and [the Company] [the Capital
Corporation]) that under applicable law and treaties no taxes will be required
to be withheld by the Administrative Agent, [the Company] [the Capital
Corporation] or the Assignor Bank with respect to any payments to be made to
the Loan Assignee in respect of the Loan, (ii) will furnish to the
Assignor Bank, the Administrative Agent and [the Company] [the Capital
Corporation], on or prior to the Transfer Effective Date, a letter in duplicate
in the form of Exhibit J or Exhibit K, as appropriate, to the Credit
Agreement and two duly completed copies of either U.S. Internal Revenue Service
Form W-8BEN or U.S. Internal Revenue Service Form W-8ECI (wherein the
Loan Assignee claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments under the Loan), (iii) will
furnish to the Assignor Bank, the Administrative Agent and [the Company] [the
Capital Corporation], on or prior to the Transfer Effective Date U.S. Internal
Revenue Service Form W-8BEN (wherein the Loan Assignee claims entitlement
to complete exemption from U.S. federal backup withholding tax on all interest
payments under the Loan) and (iv) agrees (for the benefit of the Assignor
Bank, the Administrative Agent and [the Company] [the Capital Corporation]) to
provide the Assignor Bank, the Administrative Agent and [the Company] [the
Capital Corporation] a new Form W-8BEN or Form W-8ECI or successor
applicable form or other manner of certification on or before the expiration or
obsolescence of, or after the occurrence of any event requiring a change in,
any previously delivered letter or form and comparable statements in accordance
with applicable U.S. laws and regulations and amendments duly executed and
completed by the Loan Assignee, and comply from time to time with all
applicable U.S. laws and regulations with regard to such withholding tax
exemption and such backup withholding tax exemption.


 


6.             The Loan Assignee agrees to be
bound by subsection 10.7 of the Credit Agreement relating to confidentiality.


 


7.             This Loan Assignment shall be
governed by, and construed and interpreted in accordance with, the law of the
State of New York.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Loan Assignment to be executed by their respective duly authorized
officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I
hereto.


 


E-3
















 


	
   

  	
  SCHEDULE I

  
	
   

  	
  TO LOAN

  
	
   

  	
  ASSIGNMENT

  



 


	
  Item
  1

  	
   

  	
  (Date
  of Loan Assignment) :

  	
  [Insert
  date of Loan Assignment]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  2

  	
   

  	
  (Assignor
  Bank):

  	
  [Insert
  name of Assignor Bank]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  3

  	
   

  	
  (Loan
  Assignee):

  	
  [Insert
  name, address, telephone and telex numbers and name of contact party of Loan
  Assignee]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  4

  	
   

  	
  (Transfer
  Effective Date):

  	
  [Insert
  Transfer Effective Date]

  [To be a date not less than five Business Days after date of Loan Assignment]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  5

  	
   

  	
  (Description
  of Loan):

  	
  [Bid
  Loan or Negotiated Rate Loan]

  
	
   

  	
   

  	
  a.   Borrowing
  Date and Maturity Date:

  	
   

  	
   

  
	
   

  	
   

  	
  b.   Principal
  Amount of Loan:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  6

  	
   

  	
  (Payment
  Instructions):

  	
  [Complete
  only if payments are to be made by Administrative Agent to Loan Assignee
  rather than to Assignor Bank as collection agent for Loan Assignee; leave
  blank if Assignor Bank is to act as such collection agent]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  7

  	
   

  	
  (Signatures):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ,
  as 

  
	
   

  	
   

  	
   

  	
  Assignor
  Bank

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ,
  as 

  
	
   

  	
   

  	
   

  	
  Loan Assignee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED
  FOR RECORDATION IN REGISTER:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A., as

  Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
													



 

















 


EXHIBIT F


 


[FORM OF COMMITMENT TRANSFER SUPPLEMENT]


 


COMMITMENT TRANSFER SUPPLEMENT


 


COMMITMENT TRANSFER SUPPLEMENT, dated as of the date
set forth in Item 1 of Schedule I hereto, among the Transferor Bank set forth
in Item 2 of Schedule I hereto (the “Transferor Bank”), each Purchasing
Bank set forth in Item 3 of Schedule I hereto (each, a “Purchasing Bank”),
[DEERE & COMPANY, a Delaware corporation (the “Company”), JOHN
DEERE CAPITAL CORPORATION, a Delaware corporation (the “Capital Corporation”)],
and JPMORGAN CHASE BANK, N.A., as administrative agent for the Banks under the
Credit Agreement described below (in such capacity, the “Administrative
Agent”).


 


W  I  T  N  E  S
S  E  T  H  :


 


WHEREAS, this Commitment Transfer Supplement is
being executed and delivered in accordance with subsection 10.5(d) of the
$750,000,000 364-Day Credit Agreement, dated as of March 4, 2008, among
the Company, the Capital Corporation, the Transferor Bank and the other Banks
party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK,
N.A. and CREDIT SUISSE FIRST BOSTON, as Documentation Agents, MERRILL LYNCH
BANK USA, as Co-Documentation Agent, and BANK OF AMERICA, N.A. and DEUTSCHE
BANK AG NEW YORK BRANCH, as Syndication Agents (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”;
terms defined therein being used herein as therein defined);


 


WHEREAS, each Purchasing Bank (if it is not already
a Bank party to the Credit Agreement) wishes to become a Bank party to the
Credit Agreement; and


 


WHEREAS, the Transferor Bank is selling and
assigning to each Purchasing Bank, rights, obligations and commitments under
the Credit Agreement;


 


NOW, THEREFORE, the parties hereto hereby agree as
follows:


 


1.             From and after the Transfer Effective Date set forth in
Item 4 of Schedule I hereto (the “Transfer Effective Date”), each
Purchasing Bank shall be a Bank party to the Credit Agreement for all purposes
thereof with respect to the interest purchased hereunder.


 


2.             The Transferor Bank acknowledges receipt from each
Purchasing Bank of an amount equal to the purchase price, as agreed between the
Transferor Bank and such Purchasing Bank (the “Purchase Price”), of the
portion being purchased by such Purchasing Bank (such Purchasing Bank’s “Purchased
Percentage”) of the outstanding Commitment of such Transferor Bank and/or
Committed Rate Loans and other amounts owing to the Transferor Bank under the
Credit Agreement (other than any Bid Loans and Negotiated Rate Loans owing to
the Transferor Bank).  The Transferor
Bank hereby irrevocably sells, assigns and transfers to each Purchasing Bank,
without recourse, representation or warranty, and each Purchasing Bank hereby
irrevocably purchases, takes and assumes from the Transferor Bank, such
Purchasing


 

















 


Bank’s Purchased Percentage of the
Commitments and the presently outstanding Committed Rate Loans and other
amounts owing to the Transferor Bank under the Credit Agreement (other than any
Bid Loans and Negotiated Rate Loans owing to the Transferor Bank) together with
all instruments, documents and collateral security pertaining thereto.


 


3.             The Transferor Bank has made arrangements with each
Purchasing Bank with respect to (i) the portion, if any, to be paid, and
the date or dates for payment, by the Transferor Bank to such Purchasing Bank
of any fees heretofore received by the Transferor Bank pursuant to the Credit
Agreement prior to the Transfer Effective Date and (ii) the portion, if
any, to be paid, and the date or dates for payment, by such Purchasing Bank to
the Transferor Bank of fees or interest received by such Purchasing Bank
pursuant to the Credit Agreement from and after the Transfer Effective Date.


 


4.             (a)  From and after the Transfer Effective Date,
principal, interest, fees and other amounts that would otherwise be payable to
or for the account of the Transferor Bank pursuant to the Credit Agreement and
the Committed Rate Loans (other than any Bid Loans and Negotiated Rate Loans
owing to the Transferor Bank) shall, instead, be payable to or for the account
of the Transferor Bank and the Purchasing Banks, as the case may be, in
accordance with their respective interests as reflected in this Commitment
Transfer Supplement, whether such amounts have accrued prior to the Transfer
Effective Date or accrue subsequent to the Transfer Effective Date.


 


(b)           The
Transferor Bank and each Purchasing Bank hereby agree and instruct the
Administrative Agent that, notwithstanding the provisions of subparagraph (a) of
this paragraph 4, on each date hereafter on which interest or fees are payable
under the Credit Agreement and the Committed Rate Loans in respect of any
period (an “Accrual Period”) ending on or prior to the Transfer
Effective Date, any such interest or fees payable to the Purchasing Bank on
account of such Accrual Period in respect of its interests as reflected in this
Commitment Transfer Supplement shall be paid over to the Transferor Bank (and,
if such interest or fees are not paid in full when due, the payment over to the
Transferor Bank shall be ratable), and the Transferor Bank and such Purchasing
Bank will make appropriate arrangements for the payment to such Purchasing Bank
of the portion thereof owing to it to reflect the amount, if any, included in
the Purchase Price for interest and fees in respect of any Accrual Period.


 


5.             On or promptly after the Transfer Effective Date
specified in this Commitment Transfer Supplement, the Purchasing Bank and the
Administrative Agent, on behalf of such Purchasing Bank, shall open and
maintain in the name of each Borrower a Loan Account with respect to such
Purchasing Bank’s Committed Rate Loans and Bid Loans to such Borrower.


 


6.             Concurrently with the execution and delivery hereof, the
Administrative Agent will, at the expense of the Transferor Bank, provide to
each Purchasing Bank (if it is not already a Bank party to the Credit
Agreement) conformed copies of all documents delivered to the Administrative
Agent on the Closing Date in satisfaction of the conditions precedent set forth
in the Credit Agreement.


 


7.             Each of the parties to this Commitment Transfer
Supplement agrees that at any time and from time to time upon the written request
of any other party, it will execute and 


 


F-2

















 


deliver such further documents and do such
further acts and things as such other party may reasonably request in order to
effect the purposes of this Commitment Transfer Supplement.


 


8.             By executing and delivering this Commitment Transfer
Supplement, the Transferor Bank and each Purchasing Bank confirm to and agree
with each other and the Administrative Agent and the Banks as follows:  (i) other than the representation and
warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Transferor Bank makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other instrument or document furnished pursuant thereto
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement, the Committed Rate Loans or any other
instrument or document furnished pursuant thereto; (ii) the Transferor
Bank makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Company or the Capital Corporation or
the performance or observance by the Company or the Capital Corporation of any
of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; (iii) each Purchasing Bank confirms
that it has received a copy of the Credit Agreement, together with copies of
the financial statements referred to in subsection 3.1 of the Credit Agreement,
the financial statements delivered pursuant to subsection 5.1 of the Credit
Agreement, if any, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Commitment Transfer Supplement; (iv) each Purchasing Bank will,
independently and without reliance upon the Administrative Agent, the Transferor
Bank 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; (v) each
Purchasing Bank appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, all in
accordance with Section 9 of the Credit Agreement; and (vi) each
Purchasing Bank agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Bank with respect to the interest purchased hereunder.


 


9.             If the Purchasing Bank is organized under the laws of
any jurisdiction other than the United States or any State thereof, the
Purchasing Bank (i) represents to the Transferor Bank (for the benefit of
the Transferor Bank, the Administrative Agent and the Borrowers) that under
applicable law and treaties no taxes will be required to be withheld by the
Administrative Agent, the Borrowers or the Transferor Bank with respect to any
payments to be made to the Purchasing Bank in respect of the Loans, (ii) will
furnish to the Transferor Bank, the Administrative Agent and the Borrowers, on
or prior to the Transfer Effective Date, a letter in duplicate in the form of Exhibit J
or Exhibit K, as appropriate, to the Credit Agreement and two duly
completed copies of either U.S. Internal Revenue Service Form W-8BEN or
U.S. Internal Revenue Service Form W-8ECI (wherein the Purchasing Bank
claims entitlement to complete exemption from U.S. federal withholding tax on
all interest payments in respect of the Loans), (iii) will furnish to the
Transferor Bank, the Administrative Agent and the Borrowers, on or prior to the
Transfer Effective Date U.S. Internal Revenue Service Form W-8BEN (wherein
the Purchasing Bank claims entitlement to complete exemption from U.S. federal
backup withholding tax on all interest payments under the Loan) and (iv) agrees
(for the benefit of the 


 


F-3

















 


Transferor Bank, the Administrative Agent and
the Borrowers), to provide the Transferor Bank, the Administrative Agent and
the Borrowers a new Form W-8BEN or Form W-8ECI or successor
applicable form or other manner of certification on or before the expiration or
obsolescence of, or after the occurrence of any event requiring a change in,
any previously delivered letter or form and comparable statements in accordance
with applicable U.S. laws and regulations and amendments duly executed and
completed by the Purchasing Bank, and comply from time to time with all
applicable U.S. laws and regulations with regard to such withholding tax
exemption and such backup withholding tax exemption.


 


10.           The Purchasing Bank agrees to be bound by subsection 10.7
of the Credit Agreement relating to confidentiality.


 


11.           Schedule II hereto sets forth the revised Commitments and
Commitment Percentages of the Transferor Bank and each Purchasing Bank as well
as administrative information with respect to each Purchasing Bank.  After giving effect to the transfers
contemplated hereby, Schedule II to the Credit Agreement shall be deemed to be
amended by Schedule II hereto to show the revised Commitment of the Transferor
Bank and each Purchasing Bank.


 


12.           This Commitment Transfer Supplement shall be governed by,
and construed and interpreted in accordance with, the law of the State of New
York.


 


IN WITNESS WHEREOF, the parties hereto have caused
this Commitment Transfer Supplement to be executed by their respective duly
authorized officers on Schedule I hereto as of the date set forth in Item 1 of
Schedule I hereto.


 


F-4

















 


	
   

  	
  SCHEDULE I

  
	
   

  	
  TO

  
	
   

  	
  COMMITMENT

  
	
   

  	
  TRANSFER

  
	
   

  	
  SUPPLEMENT

  



 


COMPLETION OF INFORMATION AND

SIGNATURES FOR COMMITMENT

TRANSFER SUPPLEMENT


 


	
  Item
  1

  	
   

  	
  (Date
  of Commitment Transfer Supplement):

  	
  [Insert
  date of Commitment Transfer Supplement]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  2

  	
   

  	
  (Transferor
  Bank):

  	
  [Insert
  name of Transferor Bank]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  3

  	
   

  	
  (Purchasing
  Bank[s])

  	
  [Insert
  name[s] of Purchasing Bank[s]]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  4

  	
   

  	
  (Transfer
  Effective Date):

  	
  [Insert
  Transfer Effective Date:]

  [To
  be a date not less than five Business Days after date of Commitment Transfer
  Supplement]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item
  5

  	
   

  	
  (Signatures
  of Parties to Commitment Transfer Supplement):

  	
   

  	
  ,

  
	
   

  	
   

  	
   

  	
  as
  Transferor Bank

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
   

  	
  as
  a Purchasing Bank 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
   

  	
  as
  a Purchasing Bank

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 

















 


	
  [CONSENTED
  TO AND ACKNOWLEDGED:

  DEERE & COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  JOHN
  DEERE CAPITAL CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:](1)

  	
   

  
	
   

  	
   

  
	
  ACCEPTED FOR RECORDATION

  IN REGISTER:

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A., as Administrative

  Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 






(1)           To the extent such
consent is required by Section 10.5 of the Credit Agreement.


 


I-2

















 


	
   

  	
  SCHEDULE II

  
	
   

  	
  TO

  
	
   

  	
  COMMITMENT

  
	
   

  	
  TRANSFER

  
	
   

  	
  SUPPLEMENT

  



 


LIST OF LENDING OFFICES, ADDRESSES

FOR NOTICES AND COMMITMENT AMOUNTS


 


	
  [Name
  of Transferor Bank]

  	
   

  	
  Revised
  Commitment Amount:

  	
   

  	
  $

  	
                                        

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Revised
  Commitment Percentage:

  	
   

  	
   

  	
                                          

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Name
  of Purchasing Bank]

  	
   

  	
  New
  Commitment Amount:

  	
   

  	
  $

  	
                                         

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address
  for Notices:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  New
  Commitment Percentage:

  	
   

  	
   

  	
                                        

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Name
  of Purchasing Bank]

  	
   

  	
  New
  Commitment Amount:

  	
   

  	
  $

  	
                                          

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address
  for Notices:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  New
  Commitment Percentage:

  	
   

  	
   

  	
                                          

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
   

  	
   

  	
   

  
																



 

















 


EXHIBIT G


 


[FORM OF OPINION OF GENERAL COUNSEL

TO THE COMPANY]


 


[Closing
Date]


 


To each of the Banks parties to

the Credit Agreement referred to

below and to JPMorgan Chase

Bank, N.A. as Administrative Agent


 


Deere & Company and

John Deere Capital Corporation


 


Ladies and Gentlemen:


 


This opinion is furnished to you pursuant to
subsection 4.1(c) of the $750,000,000 364-Day Credit Agreement dated as of
March 4, 2008 (the “Credit Agreement”) among DEERE & COMPANY (the
“Company”), JOHN DEERE CAPITAL CORPORATION (the “Capital Corporation”, the
Company and the Capital Corporation being referred to herein individually as a “Borrower”
and collectively as the “Borrowers”), the Banks parties thereto, JPMORGAN CHASE
BANK, N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE FIRST
BOSTON, as Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation
Agent, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as
Syndication Agents.  Terms defined in the
Credit Agreement are used herein as therein defined.


 


I am General Counsel of the Company and have acted
as counsel for the Capital Corporation in this matter.  I am familiar with the corporate history and
organization of each Borrower and of its Subsidiaries and the proceedings
relating to the authorization, execution and delivery by each Borrower of the
Credit Agreement.  In that connection I have
examined or caused to have examined:


 


1.                                       The Credit
Agreement;


 


2.                                       The documents
furnished by each of the Borrowers pursuant to Section 4 of the Credit
Agreement;


 


3.                                       The
Certificates of Incorporation of the Borrowers and all amendments thereto (the “Charters”);


 


4.                                       The bylaws of
the Borrowers and all amendments thereto (the “Bylaws”); and


 


5.                                       Certificates of
the Secretary of State of Delaware, each dated a recent date, attesting to the
continued corporate existence and good standing of the Borrowers in that State.


 

















 


In addition, I have reviewed or caused to have
reviewed such of the corporate proceedings of the Borrowers, and have examined
or caused to have examined such documents, corporate records, and other
instruments relating to the organization of the Borrowers and their respective
Subsidiaries and such other agreements and instruments to which the Borrowers
and their respective Subsidiaries are parties, as I consider necessary as a
basis for the opinions hereinafter expressed. 
I have assumed the due execution and delivery, pursuant to due
authorization, of the Credit Agreement by the Banks, the Administrative Agent,
the Syndication Agents, the Documentation Agents and the Co-Documentation
Agent, and the authenticity of all documents submitted to me as originals and
the conformity to the original documents of all documents submitted to me as
certified, conformed or photostatic copies.


 


I am qualified to practice law in the State of
Illinois and the State of Michigan and do not purport to be an expert on, and
do not express any opinion herein concerning, any laws other than the laws of
the State of Illinois and the State of Michigan, the General Corporation Law of
the State of Delaware and the Federal laws of the United States.


 


Based upon the foregoing and upon such investigation
as I have deemed necessary, I am of the following opinion:


 


1.                                       Each Borrower
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and has the corporate power and authority to
carry on its business as now being conducted and to own its properties.


 


2.                                       The execution,
delivery and performance by each Borrower of the Credit Agreement are within
such Borrower’s corporate powers, have been duly authorized by all necessary
corporate action, and do not (i) contravene, or constitute a default under
the Charter or the Bylaws of such Borrower, any judgment, law, rule or
regulation applicable to such Borrower, or any Contractual Obligation by which
such Borrower is bound or (ii) result in the creation of any lien, charge
or encumbrance upon any of its property or assets.  The Credit Agreement has been duly executed
and delivered on behalf of each Borrower.


 


3.                                       No
authorization, approval, or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due
execution, delivery and performance by each Borrower of the Credit Agreement.


 


4.                                       There is no
pending or, to the best of my knowledge, threatened action or proceeding
against either Borrower or any of its Subsidiaries before any court,
governmental agency or arbitrator which is likely to have a materially adverse
effect upon the financial condition or operations of such Borrower and its
Subsidiaries taken as a whole.


 


G-2

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  James R. Jenkins

  



 


G-3
















 


EXHIBIT
H


 


[FORM OF OPINION OF SPECIAL NEW YORK
COUNSEL

TO THE BORROWERS]


 


[Closing
Date]


 


To each of the Banks parties to the

Credit Agreement referred to below and

to JPMorgan Chase Bank, N.A., as

Administrative Agent


 


Deere & Company

John Deere Capital Corporation


 


Ladies and Gentlemen:


 


We have acted as
New York counsel to DEERE & COMPANY, a Delaware corporation (the “Company”)
and JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (the “Capital
Corporation”, the Company and the Capital Corporation being referred to herein
as the “Borrowers”), in connection with the $750,000,000 364-Day Credit
Agreement, dated as of March 4, 2008 (the “Credit Agreement”), among the
Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,
CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Documentation Agents, MERRILL
LYNCH BANK USA, as Co-Documentation Agent, and BANK OF AMERICA, N.A. and
DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication Agents.  Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as therein defined.


 


In that
connection, we have reviewed an execution copy of the Credit Agreement.  We have also reviewed originals or copies of
such other records of the Borrowers, certificates of officers of the Borrowers
and agreements and other documents, as we have deemed necessary as a basis for
the opinions expressed below.


 


In our review of
the Credit Agreement and other documents, we have assumed:


 


(A)          The genuineness of all signatures.


 


(B)           The authenticity of the originals of the
documents submitted to us.


 


(C)           The conformity to authentic originals of
any documents submitted to us as copies.


 


(D)          That the Credit Agreement is the legal,
valid and binding obligation of each party thereto, other than the Borrowers, enforceable
against each such party in accordance with its terms.


 


(E)           That:


 

















 


(1)           Each
Borrower is an entity duly organized and validly existing under the laws of the
jurisdiction of its organization.


 


(2)           Each
Borrower has full power to execute, deliver and perform, and has duly executed
and delivered, the Credit Agreement.


 


(3)           The
execution, delivery and performance by each Borrower of the Credit Agreement
have been duly authorized by all necessary action (corporate or otherwise) and
do not:


 


(a)           contravene
its  certificate or articles of
incorporation, by-laws or other organizational documents;


 


(b)           except
with respect to Generally Applicable Law, violate any law, rule or
regulation applicable to it; or


 


(c)           result
in any conflict with or breach of any agreement or document binding on it of
which any addressee hereof has knowledge, has received notice or has reason to
know.


 


(4)           Except
with respect to Generally Applicable Law, no authorization, approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body or (to the extent the same is required under any agreement or
document binding on it of which an addressee hereof has knowledge, has received
notice or has reason to know) any other third party is required for the due
execution, delivery or performance by either Borrower of the Credit Agreement
or, if any such authorization, approval, action, notice or filing is required,
it has been duly obtained, taken, given or made and is in full force and
effect.


 


We have not independently established the validity of the foregoing
assumptions.


 


“Generally
Applicable Law” means the federal law of the United States of America, and
the law of the State of New York (including the rules or regulations
promulgated thereunder or pursuant thereto) that a New York lawyer exercising
customary professional diligence would reasonably be expected to recognize as
being applicable to either Borrower or the Credit Agreement.  Without limiting the generality of the
foregoing definition of Generally Applicable Law, the term “Generally
Applicable Law” does not include any law, rule or regulation that is
applicable to a Borrower or the Credit Agreement solely because such law, rule or
regulation is part of a regulatory regime applicable to the specific assets or
business of any party to the Credit Agreement or any of its affiliates due to
the specific assets or business of such party or such affiliate.


 


Based upon the
foregoing and upon such other investigation as we have deemed necessary and subject
to the qualifications set forth below, we are of the opinion that the Credit
Agreement is the legal, valid and binding obligation of each Borrower,
enforceable against each Borrower in accordance with its terms.


 


H-2

















 


Our opinion
expressed above is subject to the following qualifications:


 


(a)   Our opinion is subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally (including without limitation all laws
relating to fraudulent transfers).


 


(b)   Our opinion is subject to the effect of general
principles of equity, including without limitation concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered
in a proceeding in equity or at law).


 


(c)   We express no opinion with
respect to the enforceability of indemnification provisions, or of release or
exculpation provisions, contained in the Credit Agreement to the extent that
enforcement thereof is contrary to public policy regarding the indemnification
against or release or exculpation of criminal violations, intentional harm or
violations of securities laws.


 


(d)   Our opinion with respect to the provisions of the
Credit Agreement whereby the parties submit to the jurisdiction of the courts
of the United States of America located in the State of New York, is subject to
the limitations of 28 U.S.C. §§ 1331 and 1332 on subject matter jurisdiction of
the Federal courts.


 


(e)   In connection with the
provisions of the Credit Agreement which relate to forum selection of the
courts of the United States located in the State of New York (including,
without limitation, any waiver of any objection to venue or any objection that
a court is an inconvenient forum), we note such court’s discretion to transfer
an action from one Federal court to another under 28 U.S.C. § 1404(a) or
to dismiss an action under the common law doctrine of forum non conveniens.


 


(f)    We express no opinion with respect to any Bid Loan
or Negotiated Rate Loan made in an amount of less than $2,500,000 that bears
interest at a rate greater than 25% per annum.


 


(g)   Our opinion is limited to Generally Applicable Law.


 


A copy of this
opinion letter may be delivered by any of you to any person that becomes a Bank
in accordance with the provisions of the Credit Agreement.  Any such person may rely on the opinions
expressed above as if this opinion letter were addressed and delivered to such
person on the date hereof.


 


This opinion letter
is rendered to you in connection with the transactions contemplated by the
Credit Agreement.  This opinion letter
may not be relied upon by you or any person entitled to rely on this opinion
pursuant to the preceding paragraph for any other purpose without our prior
written consent.


 


This opinion
letter speaks only as of the date hereof. 
We expressly disclaim any responsibility to advise you of any
development or circumstance of any kind, including any change of law or fact,
that may occur after the date of this opinion letter even though such 


 


H-3

















 


development
or circumstance may affect the legal analysis, a legal conclusion or any other
matter set forth in or relating to this opinion letter.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHEARMAN & STERLING LLP

  



 


H-4

















 


EXHIBIT
I


 


[FORM OF EXTENSION REQUEST]


 


                                        ,
20


 


JPMorgan Chase Bank, N.A., 
   as Administrative Agent 

1111 Fannin, 10th Floor

Houston, Texas 77002

Attention:  Talitha Humes


 


Ladies and Gentlemen:


 


Reference is made to the $750,000,000 364-Day Credit Agreement, dated
as of March 4, 2008, among DEERE & COMPANY, JOHN DEERE CAPITAL
CORPORATION, the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,
CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Documentation Agents, MERRILL
LYNCH BANK USA, as Co-Documentation Agent, and BANK OF AMERICA, N.A. and
DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication Agents (as the same
may be amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”).  Terms defined in the
Credit Agreement are used herein as therein defined.


 


This is an Extension Request pursuant to subsection 2.16 of the Credit
Agreement requesting an extension of the Termination Date to [INSERT REQUESTED
TERMINATION DATE].  Please transmit a
copy of this Extension Request to each of the Banks.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  DEERE & COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHN DEERE CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 

















 


EXHIBIT
J


 


[FORM OF W-8BEN TAX LETTER]


 


 [To be
sent in DUPLICATE and accompanied

by TWO executed copies of Form W-8BEN of

the Internal Revenue Service]


 


[Bank’s Letterhead]


 


                    ,
200   


 


Deere & Company

One John Deere Place

Moline, Illinois  61265

Attention:  Treasurer


 


John Deere Capital Corporation

First National Bank Building

1 East First Street

Reno, Nevada  89501

Attention:  Manager


 


Re:                               $750,000,000 364-Day Credit
Agreement

dated as of March 4, 2008 with Deere &

Company and John Deere Capital Corporation


 


Ladies and Gentlemen:


 


In connection with the $750,000,000 364-Day Credit
Agreement, dated as of March 4, 2008, among DEERE & COMPANY, JOHN
DEERE CAPITAL CORPORATION, the Banks parties thereto, JPMORGAN CHASE BANK,
N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON,
as Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation Agent, and
BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication
Agents, we hereby represent and warrant that [name of Bank, address] is a [name
of Country] corporation and is currently exempt from any U.S. federal
withholding tax on payments to it from U.S. sources by virtue of compliance
with the provisions of the Income Tax Convention between the United States and
[name of Country] signed [date], [as amended]. 
Our fiscal year is the twelve months ending
                     ].


 


The undersigned (a) is a [corporation]
organized under the laws of
[              ]
whose [registered] business is managed or controlled in
[              ],
(b) [does not have a permanent establishment or fixed base in the United
States] [does have a permanent establishment or fixed base in the United States
but the above Agreement is not effectively connected with such permanent
establishment or fixed base], (c) is not exempt from tax on the income in
[              ]
and (d) is the beneficial owner of the income.


 

















 


We enclose herewith two copies of Form W-8BEN
of the U.S. Internal Revenue Service.


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF BANK]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


cc: JPMorgan Chase Bank, N.A., as
Administrative Agent


 


J-2

















 


EXHIBIT
K


 


[FORM OF W-8ECI TAX LETTER]


 


[To be sent in DUPLICATE and accompanied

by TWO executed copies of Form W-8ECI of

the Internal Revenue Service]


 


[Bank’s Letterhead]


 


                                                  ,
200  


 


Deere & Company

One John Deere Place

Moline, Illinois  61265

Attention:  Treasurer


 


John Deere Capital Corporation

First National Bank Building

1 East First Street

Reno, Nevada  89501

Attention:  Manager


 


Re:                               $750,000,000 364-Day Credit
Agreement

dated as of March 4, 2008 with Deere &

Company and John Deere Capital Corporation


 


Ladies and Gentlemen:


 


In connection with the above $750,000,000 364-Day
Credit Agreement, dated as of March 4, 2008, DEERE & COMPANY,
JOHN DEERE CAPITAL CORPORATION, the Banks parties thereto, JPMORGAN CHASE BANK,
N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON,
as Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation Agent, and
BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication
Agents, we hereby represent and warrant that [name of Bank, address] is a [corporation]
and is entitled to exemption from U.S. federal withholding tax on payments to
it under the Agreement by virtue of Section 1441(c)(1) of the
Internal Revenue Code of the United States of America and Treasury Regulation Section 1.1441-4(a) thereunder.


 

















 


We enclose herewith two copies of Form W-8ECI
of the U.S. Internal Revenue Service.


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF BANK]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


cc:           JPMorgan
Chase Bank, N.A., as Administrative Agent


 


K-2
















 


EXHIBIT L


 


[FORM OF AGREEMENT]


 


THIS AGREEMENT, dated as of
          , 200   (“Agreement”),
among Deere & Company (the “Company”), John Deere Capital
Corporation (the “Capital Corporation”),
                        
(“New Bank”) and JPMorgan Chase Bank, N.A., as Administrative Agent for
the Existing Banks referred to below.


 


W  I  T  N  E
S  S  E  T  H :


 


WHEREAS, the Company, the Capital
Corporation, the several financial institutions parties thereto (the “Existing
Banks”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A.
and CREDIT SUISSE FIRST BOSTON, as Documentation Agents, MERRILL LYNCH BANK
USA, as Co-Documentation Agent, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG
NEW YORK BRANCH, as Syndication Agents, are parties to the $750,000,000 364-Day
Credit Agreement, dated as of March 4, 2008 (as the same may have been or
may hereafter be amended, supplemented or otherwise modified, the “Credit
Agreement”; terms defined therein being used herein as therein defined);


 


WHEREAS, subsection 2.19 of the Credit
Agreement provides that one or more financial institutions (which may be
Existing Banks) may be added as a “Bank” or “Banks” for purposes of the Credit
Agreement upon the cancellation of all or a portion of the Commitments pursuant
to subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) of the
Credit Agreement or the expiration of all or a portion of the Commitments
pursuant to subsection 2.16(b) of the Credit Agreement and the execution
of an agreement in substantially the form of this Agreement;


 


WHEREAS, the Borrowers have cancelled or
there have expired an aggregate principal amount of Commitments equal to
$            which
have not heretofore been replaced (the “Cancelled Commitments”; the
Banks that are maintaining or have maintained the Cancelled Commitments being
collectively referred to as “Cancelled Banks”); such Cancelled
Commitments being on the date hereof, or on the date of notice of cancellation
hereof having been, utilized as follows:


 


 


 


	
   

  	
   

  	
  Last day of

  	
   

  
	
   

  	
   

  	
  Interest Period

  	
   

  
	
  Principal Amount

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Unused Portion

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Committed Rate Loans

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eurodollar Loans

  	
   

  	
   

  	
   

  	
   

  
											



 


1


2


3


 

















 


	
  ABR Loans

  	
   

  	
  N/A

  



 


III                                    Bid
Loans


 


1


2


3


 


IV                                    Negotiated
Rate Loans


 


1


2


3


 


WHEREAS, the cancellation of the Cancelled
Commitments is effective in accordance with the Credit Agreement; and


 


WHEREAS, [the Borrowers desire the New Bank
to become, and the New Bank is agreeable, to becoming, a “Bank” for purposes of
the Credit Agreement] [the New Bank is an Existing Bank and the Borrowers
desire the New Bank to increase, and the New Bank is agreeable to increasing,
its Commitment]* on the terms contained herein.


 


NOW, THEREFORE, in consideration of the
premises and mutual covenants contained herein, the parties hereto agree as
follows:


 


1.                                       Benefits of
Agreement.  The Borrowers, the
Administrative Agent and the New Bank hereby [agree that on and as of the date
hereof the New Bank shall be] [confirm that the New Bank is] a “Bank” for all
purposes and shall [continue to] be bound by and entitled to the benefits of
the Credit Agreement [as if the New Bank had been named on the signature pages thereof],
provided that the New Bank shall not assume and shall, except as herein
provided, have no obligations in respect of any Loans outstanding on the date
hereof and made by any [Existing Bank.] [Cancelled Bank.]*


 


2.                                       Commitment of
New Bank.  The Borrowers, the
Administrative Agent and the New Bank hereby agree that on and as of the dates
set forth below the New Bank shall replace, as specified herein,   %
(such percentage being referred to as the New Bank’s “Percentage”) of each
utilization of the Cancelled Commitments [set forth in the third recital
hereof] [set forth under the caption “Committed Rate Loans”] and that the
aggregate Commitment of the New Bank shall on and as of the date hereof be
$          **.  In connection 


 






*                                         As appropriate
for New or Existing Banks.


 


**                                  Insert amount equal
to sum of New Bank’s existing Commitment, if any, plus New Bank’s Percentage of
Cancelled Commitments.


 


L-2

















 


therewith, the Borrowers, the Administrative
Agent and the New Bank hereby agree as follows***:


 


(i)                                     for purposes of
determining such New Bank’s pro rata share of each Committed Rate Loan
borrowing advanced on or after the date hereof such Bank’s Commitment shall be
equal to $[same as above];


 


(ii)                                  the unused and
available portion of such New Bank’s Commitment shall be deemed utilized by its
Percentage of the Committed Rate Loans made by the Cancelled Banks and listed in
the third recital hereof.  In furtherance
thereof, the unused and available portion of such New Bank’s Commitment shall,
on the earlier of (x) the last day of each Interest Period specified for
each outstanding Committed Rate Loan in the third recital hereof (and the
payment in full to the Cancelled Banks of the principal thereof and accrued
interest thereon) and (y) the prepayment of the principal of such Loans
together with accrued interest thereon, automatically and without any further
action by any party increase by an amount equal to the New Bank’s Percentage of
such Loan; and


 


(iii)                               [(A)]  [concurrently with the execution hereof the
New Bank shall disburse to each Borrower in immediately available funds such
amount as shall be necessary so that the ratio which each Bank’s outstanding
ABR Loans bears to all of the outstanding ABR Loans equals the ratio which each
Bank’s Commitment (determined, for the New Bank, in accordance with clause (i) above)
bears to all of the Commitments (determined, for the New Bank, in accordance
with the immediately foregoing parenthetical);]


 


[(B)] [on the last day of each Interest
Period for each outstanding Eurodollar Loan, automatically and without any
further action by either Borrower, the New Bank shall disburse to each Borrower
in immediately available funds such amounts as shall be necessary so that the
ratio which each Bank’s outstanding Eurodollar Loans, bears to all of the
outstanding Eurodollar Loans, equals the ratio which each Bank’s Commitment
(determined, for the New Bank, in accordance with clause (i) hereof) bears
to all of the Commitments (determined, for the New Bank, in accordance with the
immediately foregoing parenthetical);]


 


[(C)] [Funding of outstanding Bid Loans of
Cancelled Banks]*


 


[(D)] [Funding of outstanding Negotiated Rate
Loans of Cancelled Banks].*


 


3.                                       Representation
and Warranty of Borrowers.  The
Borrowers hereby represent and warrant that after giving effect to the
provisions of paragraph 2 hereof the 


 






***                           The
following clauses (ii)–(iii) may be altered to reflect the agreements
among the Cancelled Bank, the New Bank and the Borrowers provided such
agreements do not adversely affect any Existing Bank or the Administrative
Agent.


 


*                                         To be
completed upon agreement of Borrowers and New Bank.


 


L-3

















 


aggregate principal amount of the Commitments
of all Banks (including, without limitation, the Commitment of the New Bank but
excluding the cancelled or expired portion of the Commitments of the Cancelled
Banks) under the Credit Agreement do not exceed the aggregate principal amount
of the Commitments in effect immediately prior to the cancellation referred to
in the third recital hereof.


 


4.                                       Confidentiality.  The New Bank agrees to [continue to] be bound
by the provisions of subsection 10.7 of the Credit Agreement.


 


[5.                                   Taxes.  The New Bank (i) represents to the
Administrative Agent and the Borrowers that [it is incorporated under the laws
of the United States or a state thereof][under applicable law and treaties no
taxes will be required to be withheld by the Administrative Agent or the
Borrowers with respect to any payments to be made to such New Bank in respect
of the Loans], (ii) represents that it has furnished to the Administrative
Agent and the Borrowers (A) [a statement that it is incorporated under the
laws of the United States or a state thereof][a letter in duplicate in the form
of Exhibit [J][K] to the Credit Agreement and two duly completed copies of
United States Internal Revenue Service Form [W-8BEN][W-8ECI][successor
applicable form], certifying that such New Bank is entitled to receive payments
under the Credit Agreement without deduction or withholding of any United
States federal income taxes], and (B) [an Internal Revenue Service Form [W-8BEN]
[successor applicable form] to establish an exemption from United States backup
withholding tax, and (iii) agrees to provide the Administrative Agent and
the Borrowers a new Form [W-8BEN] and Form [W-8ECI], or successor
applicable form or other manner of certification, on or before the date that
any such letter or form expires or becomes obsolete or after the occurrence of
any event requiring a change in the most recent letter and form previously
delivered by it, certifying in the case of a Form [W-8BEN][W-8ECI] that it
is entitled to receive payments under the Credit Agreement without deduction or
withholding of any United States federal income tax, and in the case of a Form [W-8BEN]
establishing exemption from United States backup withholding tax.]*


 


[5][6].                 Miscellaneous.  (a)  This Agreement may be executed by
the parties hereto in separate counterparts and all of the counterparts taken
together shall constitute one and the same instrument and shall be effective
only upon receipt by the Administrative Agent of all of the counterparts.


 


(b)                                 This
Agreement shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York.


 






*                                         Use
for non-Existing Banks.


 


L-4

















 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed and delivered as of the day and year
first above written.


 


	
   

  	
  DEERE & COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHN DEERE CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF NEW BANK]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Address]

  
	
   

  	
  Telephone:

  	
   

  
	
   

  	
  Facsimile:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as

  
	
   

  	
  Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 


L-5

















 


EXHIBIT M


 


[FORM OF BID LOAN OR NEGOTIATED RATE
LOAN NOTE]


 


PROMISSORY NOTE


 


	
  $

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
  , 200  

  



 


FOR VALUE
RECEIVED, the undersigned, [DEERE & COMPANY] [JOHN DEERE CAPITAL
CORPORATION], a Delaware corporation (the “Borrower”), hereby promises
to pay on [insert maturity date or dates] to the order of
                                
(the “Bank”) at the office of [JPMorgan Chase Bank, N.A. located at 270
Park Avenue, New York, New York 10017 — for Bid Loan Note] [Name and address of
Bank — for Negotiated Rate Loan Note], in lawful money of the United States of
America and in immediately available funds, the principal sum of
                            DOLLARS
($                        ).  The undersigned further agrees to pay interest
in like money at such office on the unpaid principal amount hereof from time to
time from the date hereof [at the rate of       %
per annum — for Bid Loan Note] [specify rate for Negotiated Rate Loan Note]
(calculated on the basis of a year of 360 days and actual days elapsed) until
the due date hereof (whether at the stated maturity, by acceleration, or
otherwise) and thereafter at the rates determined or agreed in accordance with
subsection 2.2(e) of the $750,000,000 364-Day Credit Agreement, dated as
of March 4, 2008 (the “Credit Agreement”), among the Borrower,
[Deere & Company] [John Deere Capital Corporation], the Bank, the
other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A., as
Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as
Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation Agent, and
BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication
Agents.  Interest shall be payable on
                              .  This Note may be prepaid pursuant to the
provisions of subsection 2.6 of the Credit Agreement.


 


This Note is one of the [Bid] [Negotiated
Rate Loan] Notes referred to in, is subject to and is entitled to the benefits
of, the Credit Agreement, which Credit Agreement, among other things, contains
provisions for acceleration of the maturity hereof upon the occurrence of any
one or more of the Events of Default specified in the Credit Agreement.


 


Terms defined in the Credit Agreement are
used herein with their defined meanings unless otherwise defined herein.  This Note shall be governed by, and construed
and interpreted in accordance with, the law of the State of New York.


 


	
   

  	
  [DEERE & COMPANY]

  
	
   

  	
  [JOHN DEERE CAPITAL CORPORATION]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT N


 


FORM OF

NEW BANK SUPPLEMENT


 


SUPPLEMENT, dated               
    , to the $750,000,000 364-Day Credit Agreement (as in
effect on the date hereof, the “Credit Agreement”) dated as of March 4,
2008, among DEERE & COMPANY (the “Company”), JOHN DEERE CAPITAL
CORPORATION, the banks and other financial institutions from time to time party
thereto (each a “Bank,” and together, the “Banks”), JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as
Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation Agent, and
BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication
Agents.  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
subsection 2.20 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 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 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 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; and (e) 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


 


                            ,
200  


 


	
  DEERE &
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  
				



 


 


	
  JOHN DEERE
  CAPITAL CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  
				



 


N-2

















 


Accepted this
           day of


                            ,
200  


 


	
  JPMORGAN CHASE
  BANK, N.A.,

  	
   

  
	
  as Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  
				



 


N-3

















 


EXHIBIT O


 


FORM OF

COMMITMENT INCREASE SUPPLEMENT


 


SUPPLEMENT, dated
              
200  , to the $750,000,000 364-Day Credit Agreement (as in effect on
the date hereof, the “Credit Agreement”) dated as of March 4, 2008, among
DEERE & COMPANY (the “Company”), JOHN DEERE CAPITAL CORPORATION, the
Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,
CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Documentation Agents, MERRILL
LYNCH BANK USA, as Co-Documentation Agent, and BANK OF AMERICA, N.A. and
DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication Agents.  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
subsection 2.20 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:

  
				



 


Accepted this
           day of


                            ,
200  


 


	
  DEERE &
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  
				



 


	
  JOHN DEERE
  CAPITAL CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 


Accepted this
           day of


                            ,
200  


 


	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
  as Administrative Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title: