Exhibit 4.1


 


EXECUTION
VERSION


 


FIRST AMENDMENT


 


FIRST
AMENDMENT, dated as of March 4, 2008 (this “Amendment”), to the
Credit Agreement dated as of February 28, 2007 (the “Credit Agreement”),
among (a) DEERE & COMPANY, a Delaware corporation, (b) JOHN
DEERE CAPITAL CORPORATION, a Delaware corporation, (c) the several
financial institutions parties thereto (collectively, the “Banks”, and
individually, a “Bank”), (d) JPMORGAN CHASE BANK, N.A., as
administrative agent thereunder (in such capacity, together with its successors
and permitted assigns, the “Administrative Agent”), (e) CITIBANK,
N.A. and CREDIT SUISSE, as documentation agents thereunder (in such capacity,
the “Documentation Agents”), (f) MERRILL LYNCH BANK USA, as
co-documentation agent thereunder (in such capacity, the “Co-Documentation
Agent”), and (g) BANK OF AMERICA, N.A. and DEUTSCHE BANK AG, NEW YORK
BRANCH, as syndication agents thereunder (in such capacity, the “Syndication
Agents”).


 


W  I  T
N  E  S  S  E  T  H:


 


WHEREAS,
pursuant to the Credit Agreement, the Banks have agreed to make certain loans
and otherwise extend credit to each Borrower; and


 


WHEREAS,
each Borrower has requested, and, upon this Amendment becoming effective, the
Required Banks have agreed, that certain provisions of the Credit Agreement be
amended in the manner provided for in this Amendment.


 


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


 


1.             Defined Terms. 
Terms not otherwise defined herein that are defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


2.             Amendment to Section 7.2.  Section 7.2
of the Credit Agreement is hereby amended by deleting the ratio “9.5 to 1” at
the end thereof and inserting in lieu thereof the ratio “11.0 to 1”.


 


3.             First Amendment Effective Date.  This
Amendment shall become effective as of the first date set forth above in the
preamble to this Amendment (the “First Amendment Effective Date”) so
long as each Borrower and the Majority Banks shall have executed and delivered
to the Administrative Agent this Amendment.


 


4.             Representation and Warranties.  To
induce the Banks parties hereto to enter into this Amendment, each Borrower
hereby represents and warrants to the Administrative Agent and the Banks as of
the First Amendment Effective Date that, the representations and warranties
made by each Borrower in the Credit Agreement are true and correct in all
material respects on and as of the First Amendment Effective Date, as if made
on and as of the First Amendment Effective Date (except that any such
representation or warranty that by its terms is made as of an earlier date
shall be true and correct as of such earlier date).


 


5.             Payment of Expenses.  The
Borrowers agree to pay or reimburse the Administrative Agent for all of its
out-of-pocket costs and reasonable expenses incurred in connection with this
Amendment, any other documents prepared in connection herewith and the
transactions contemplated


 

















 


hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.


 


6.             No Other Amendments.  This
Amendment is to be narrowly construed. 
Except as expressly amended, modified and supplemented hereby, the
provisions of the Credit Agreement are and shall remain in full force and
effect.


 


7.             Governing Law.  
This Amendment and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the
laws of the State of New York.


 


8.             Counterparts.  This
Amendment may be executed by one or more of the parties to this Amendment 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 Amendment signed by all the parties shall be lodged with the
Borrowers and the Administrative Agent. 
This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.


 


Signature Page to First Amendment


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment 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 First Amendment


 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  Administrative Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  a Syndication Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  DEUTSCHE
  BANK AG, NEW YORK BRANCH

  
	
   

  	
  as
  a Syndication Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  CITIBANK,
  N.A.,

  
	
   

  	
  as
  a Documentation Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  CREDIT
  SUISSE,

  
	
   

  	
  as
  a Documentation Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  MERRILL
  LYNCH BANK USA,

  
	
   

  	
  as
  Co-Documentation Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  HSBC
  BANK USA, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  ROYAL
  BANK OF CANADA,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  TORONTO
  DOMINION (TEXAS) LLC,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  BARCLAYS
  BANK PLC,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  BNP
  PARIBAS,

  	
   

  
	
   

  	
  as
  a Bank

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  WACHOVIA
  BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  MELLON
  BANK, N.A.,

  	
   

  
	
   

  	
  as
  a Bank

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  BANCO
  BILBAO VIZCAYA ARGENTARIA,

  
	
   

  	
  as
  a Bank

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  THE
  BANK OF NEW YORK,

  	
   

  
	
   

  	
  as
  a Bank

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  BANK
  OF TOKYO-MITSUBISHI UFJ, LTD.,

  CHICAGO BRANCH,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  WESTPAC
  BANKING CORPORATION,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  BANCO
  SANTANDER CENTRAL HISPANO, SA,

  NEW YORK BRANCH,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  FIFTH
  THIRD BANK,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  U.S.
  BANK, NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
  as
  a Bank

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  NORDEA
  BANK FINLAND PLC,

  
	
   

  	
  as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page to First Amendment