Five-Year Credit Agreement



 Exhibit 4.1 
  

EXECUTION COPY 
  


DEERE & COMPANY 
  
 JOHN DEERE CAPITAL CORPORATION 
  

  
 $1,250,000,000 
  
 FIVE-YEAR 
 CREDIT
AGREEMENT 
  
 Dated as of February 17, 2004 
  

  
 JPMORGAN CHASE BANK, 
 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	  	13
			
	 2.1
	  	The Committed Rate Loans	  	13
			
	 2.2
	  	The Bid Loans; the Negotiated Rate Loans	  	14
			
	 2.3
	  	Loan Accounts	  	18
			
	 2.4
	  	Fees	  	18
			
	 2.5
	  	Termination or Reduction of Commitments; Cancellation of Capital Corporation as Borrower	  	19
			
	 2.6
	  	Optional Prepayments	  	20
			
	 2.7
	  	Minimum Amount of Certain Loans	  	20
			
	 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	  	21
			
	 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	  	28
			
	 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	  	34
			
	 3.3
	  	Corporate Power; Authorization; Enforceable Obligations	  	34
			
	 3.4
	  	No Legal Bar	  	35
			
	 3.5
	  	No Material Litigation	  	35
			
	 3.6
	  	Taxes	  	35
			
	 3.7
	  	Margin Regulations	  	35
			
	 3.8
	  	Pari Passu Ranking	  	35
			
	 3.9
	  	No Defaults	  	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








 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	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	  	46
			
	 SECTION 8.
	  	EVENTS OF DEFAULT	  	46
			
	 SECTION 9.
	  	THE AGENTS	  	48
			
	 9.1
	  	Appointment	  	48
			
	 9.2
	  	Delegation of Duties	  	48
			
	 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	  	50
			
	 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 and Taxes	  	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

  
  

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	 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

  

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 CREDIT AGREEMENT, dated as of February 17, 2004, 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, 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 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 of Governors of the Federal Reserve System 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 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). 
  
 “Administrative Agent”: as defined in the preamble hereto. 
  
 “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 (a) ABR Loans, 0% per annum: 
  
 (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


	 0.155%
	  	0.170%	 	0.210%	 	0.325%	 	0.475%	 	0.575%

  
 “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 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. 
  

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 “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. 
  
 “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 the 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). 
  
 “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; collectively, as to all the Banks, the “Commitment Percentages”. 
  
 “Commitment Period”: the period from and including the Closing Date to but not including the Termination Date 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. 
  


 3 








 “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 stockholder’s equity” on the consolidated balance sheet of the Capital Corporation and its
consolidated Subsidiaries plus (b) the principal amounts outstanding under the 8 5/8% Subordinated
Debentures due 2019 of the Capital Corporation (so long as the subordination terms thereof continue to be as favorable to the Administrative Agent and the Banks as in existence on the Closing Date) and 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. 
  
 “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 the 8 5/8% Subordinated Debentures due 2019 of the Capital Corporation (so long as the subordination terms thereof continue to be as favorable to the Administrative Agent and the Banks as such terms in existence on the Closing Date) and any
other 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, 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. 
  

 4 








 “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. 
  
 “Deal Year”: as defined in subsection 2.16(c). 
  
 “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. 
  
 “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 for a Eurodollar Loan and for each Index Rate Bid Loan, (a) the rate determined by the Administrative Agent to be the arithmetic mean of the offered
rates for deposits in Dollars for a period of such Interest Period which appear on the Reuters Screen LIBO Page as of 11:00 a.m., London time, on the date that is two Working Days prior to the beginning of such Interest Period or (b) if fewer than
two offered rates appear, the rate in respect of such Interest Period will be the rate per annum equal to the average (rounded upwards, if necessary, to the nearest whole multiple of one sixteenth of one percent) of the respective rates notified to
the Administrative Agent by the Reference Banks as the rate at which such Reference Bank is offered Dollar deposits two Working Days prior to the beginning of such Interest Period in the interbank eurodollar market where the eurodollar and foreign
currency and exchange operations in respect of its Eurodollar Loans are customarily conducted at or about 10:00 a.m., New York City time, for 
  

 5 








 delivery on the first day of such Interest Period for the number of days comprised therein and in an
amount (i) in the case of Eurodollar Loans, comparable to the amount of the Eurodollar Loan of such Reference Bank to be outstanding during such Interest Period and (ii) in the case of an Index Rate Bid Loan by any Bank, equal to the principal
amount of all Index Rate Bid Loans to which such Interest Period applies. 
  
 “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. 
  
 “Exposure”: (a)
with respect to an Objecting Bank at any time, the aggregate outstanding principal amount of its Loans and (b) with respect to any other Bank at any 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. 
  
 “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


	0.070%	 	0.080%	 	0.090%	 	0.125%	 	0.150%	 	0.175%

  
 “Financial Services”: the businesses of the Company (including the credit and health care 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 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). 
  

 6 








 “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, 2003. 
  
 “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, as shown on the audited consolidated balance sheet contained in the latest annual report to stockholders of the Company. 
  
 “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. 
  
 “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 and (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. 
  
 “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 
  

 7 








 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 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 
  

 8 








 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, 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 such Objecting
Bank’s Commitment Expiration Date; and 
  
 (vi) no Interest Period shall end after the Termination Date. 
  
 “JPMorgan Chase Bank”: JPMorgan Chase Bank, a New York banking corporation. 
  
 “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. 
  
 “Margin Stock”:
as defined in Regulation U of the Board of Governors of the Federal Reserve System. 
  
 “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. 
  

 9 








 “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 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). 
  

 10 








 “Reference Banks”: JPMorgan Chase Bank, Bank of America, N.A. and
Deutsche Bank AG New York Branch. 
  
 “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. 
  
 “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 of Governors of the Federal Reserve System) 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 
  

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 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. 
  
 “Sale and Lease-back Transaction”: as defined in subsection 6.3. 
  
 “Securitization Indebtedness”: shall mean 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. 
  
 “Syndication Agents”: as defined in the preamble hereto. 
  
 “Termination Date”: the fifth anniversary of 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 that is reflected on 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). 
  

 12 








 “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 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 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 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. 
  

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 (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,
(ii) except as provided in clause (iii) hereof below, prior to 12:00 Noon, New York City time, one Business Day prior to the requested Borrowing Date, in the case of ABR Loans and (iii) prior to 11:00 A.M., New York City time, on the requested
Borrowing Date in the case of ABR Loans up to an aggregate principal amount for both Borrowers not to exceed 25% of the Commitments on such Borrowing Date). 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 Termination Date; provided, that Committed Rate Loans made by Objecting Banks shall be repaid as
provided in subsection 2.16(b). 
  
 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. 
  

 14 








 (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, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention: Chris Consomer, Telephone: (212) 552-7259, Facsimile: (212) 552-5627, 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. 
  
 (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. 
  

 15 








 (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 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. 
  

 16 








 (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 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 
  

 17 








 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). 
  
 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 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 
  

 18 








 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 and on the Termination Date or such earlier date on which the Commitments shall terminate as provided herein, commencing in April, 2004. 
  
 (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 0.10% 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 and on the Termination Date or such earlier date on which the Commitments shall terminate as provided herein, commencing in
April, 2004. 
  
 (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 January 14, 2004 from J.P. Morgan Securities Inc. and JPMorgan Chase Bank 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. 
  
 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, 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 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 
  

 19 








 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, in the case of Eurodollar Loans, or one
Business Day’s 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 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. 
  

 20 








 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 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, such Objecting Bank’s Commitment Expiration Date, and (ii) in the case of all Loans,
the Termination 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, such Objecting Bank’s Commitment Expiration Date, and (ii) in the case of all Loans, the Termination 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 
  

 21 








 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. The Administrative Agent shall, at the request of a Borrower, deliver to such Borrower a statement showing the quotations given by the Reference Banks and the computations used by the
Administrative Agent in determining any interest rate. 
  
 (c) If
any Reference Bank’s Commitment shall terminate (otherwise than on termination of all the Commitments) or, as the case may be, its Loans are assigned, prepaid or repaid for any reason whatsoever, such Reference Bank shall thereupon cease to be
a Reference Bank, and the Administrative Agent (after consultation with the Banks and with the consent of the Borrowers) shall, by notice to the Borrowers and the Banks, designate a sufficient number of other Banks as Reference Banks so that there
shall at all times be at least three Reference Banks. 
  
 (d) Each
Reference Bank shall use its best efforts to furnish quotations of rates to the Administrative Agent as contemplated hereby. If any of the Reference Banks shall be unable or otherwise fails to supply such rates to the Administrative Agent upon its
request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Banks or Reference Bank. 
  
 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 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 subsections 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 
  

 22 








 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. 
  
 (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 
  

 23 








 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 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 
  

 24 








 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 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 

  

 25 








 
result in the incurrence of additional costs or expenses) of such Bank to mitigate such increase or reduction, 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 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 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 

  

 26 








 
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 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 of Governors
of the Federal Reserve System 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 unpaid facility 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 of Governors of the Federal Reserve System 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 

  

 27 








 
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 of Governors of the Federal Reserve System 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 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 

  

 28 








 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) No later than
one year 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. If, within 30 days of their receipt of an Extension Request, 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 one year, (ii) after giving effect to any extension, the Termination Date shall not be more than five years after the date such extension is approved
by the Required Banks and (iii) the Commitment of any Bank which does not consent in writing to such extension within 30 days of its receipt of such Extension Request (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 any, referred to as the “Commitment Expiration Date” with respect to such Objecting Bank). If, within 30 days of
their receipt of an Extension Request, 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) Any Objecting Bank the Commitment of which shall expire prior to any
extended Termination Date shall, subject to subsection 2.16(c), have its Committed Rate Loans prepaid in full by the applicable Borrower(s) on such expiration date, together with accrued interest thereon, and shall have any accrued and unpaid
facility fee or other amount payable to it hereunder paid on the first date to occur following such expiration date on which the fees referred to in subsection 2.4(a) are payable to the non-Objecting Banks or, if such fees shall be so payable on
such expiration date, such unpaid facility fee and other amount shall be paid on such 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 

  

 29 








 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 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, provided that during the period from the Closing Date through February 16, 2005 and,
commencing February 17, 2005, during each one-year period thereafter to and including the Termination Date (each, a “Deal Year”), the aggregate Commitments of Banks which are terminated pursuant to this subsection 2.16(c) and are
not replaced during such Deal Year pursuant to subsection 2.19 shall not exceed 33 1/3% of the aggregate
Commitments in effect on the first day of such Deal Year of Banks which were not Objecting Banks on such first day. 
  
 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 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. 
  

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 (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 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. 
  
 (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 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 agrees (for the benefit of the Administrative Agent and the Borrowers) 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 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. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank. 
  
 (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 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. 
  

 31 








 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, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the
Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to
subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the
opportunity to subscribe for its pro rata share of the increased Commitments, offer to any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate
amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $750,000,000 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. 
  

 32 








 (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 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 

  

 33 








 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 $2,000,000,000, (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, 2003 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
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, 

  

 34 








 
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 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 of Governors of the Federal Reserve System as now and from time to time hereafter in
effect. 
  
 3.8 Pari Passu Ranking. The indebtedness of
such Borrower under its Loans and all other amounts due hereunder ranks at least pari passu with all present and future unsecured senior indebtedness of such Borrower (other than indebtedness preferred by law). 
  

 35 








 3.9 No Defaults. No “Event of Default” or similar event, or event which, with the lapse
of time or the giving of notice, or both, would constitute such an Event of Default or similar event, has occurred and is continuing hereunder or under any material bond, debenture, note or other evidence of indebtedness (other than any bond,
debenture, note or other evidence of Securitization Indebtedness, for which no representation is hereby given), or in any material mortgage, deed of trust, indenture or loan agreement (other than any mortgage, deed of trust or loan agreement in
respect of Securitization Indebtedness, for which no representation is hereby given), of such Borrower. 
  
 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. 
  
 (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) Termination of Existing Credit Agreements. The Administrative Agent shall have received evidence satisfactory to it that the commitment of each
financial institution to make loans pursuant to (i) the $1,350,000,000 364-Day Credit Agreement, dated as of February 18, 2003, as supplemented, among the Borrowers, the lenders parties thereto, 

  

 36 








 
JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A. and Credit Suisse First Boston, as Documentation Agents, Bank of America, N.A. and Deutsche Bank
AG New York Branch, as Syndication Agents, and the Managing Agents and the Co-Agents named therein, and (ii) the $2,075,000,000 Five-Year Credit Agreement, dated as of February 20, 2001, as supplemented, among the Borrowers, the lenders parties
thereto, JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Administrative Agent, Bank of America, N.A. and Bank One, NA, as Documentation Agents, Deutsche Bank AG New York Branch, as Syndication Agent, and the Managing Agents and
the Co-Agents named therein, in each case, shall have been terminated in full and the outstanding principal amount of the indebtedness thereunder and all other amounts owing to any bank thereunder shall have been repaid or paid by the Borrowers.

  
 (f) 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, 2003, 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. 
  
 (g) 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. 
  
 (h) 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. 
  

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 (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. 
  
 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, 
  

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 or proposes to take, to cure the same and (ii) the financial statements delivered pursuant to subsection 5.1 would not be
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 (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, 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. 
  

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 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): 
  
 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 
  

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 Restricted Subsidiary other than, in the case of 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 of such extension, 

  

 41 








 
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, as shown on the audited consolidated balance sheet contained in the latest annual report to stockholders of the
Company. 
  
 (ii) For purposes of subsection 6.2(b)(i), 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 

  

 42 








 
which is terminable by the lessee upon the payment of a penalty, such net amount shall also 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 

  

 43 








 
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 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 8 to 1. 
  

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 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); 
  
 (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; 
  
 (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. 
  

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 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 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

  

 46 








 (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 $30,000,000 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; or 
  
 (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 

  

 47 








 
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. 
  
 SECTION 9. THE AGENTS 
  
 9.1 Appointment. (a) Each Bank hereby irrevocably designates and appoints JPMorgan Chase Bank as the Administrative Agent of such Bank under this
Agreement, and each Bank hereby irrevocably authorizes JPMorgan Chase Bank 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. 
  
 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. 
  

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 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 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. 
  

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 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. 
  
 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 

  

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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 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 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 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 
  

 51 








 
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 or by telegraph 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, or, in the case of
telegraphic notice, when delivered to the telegraph company or department, addressed as follows in the case of the Borrowers, the Administrative Agent and as set forth on Schedule III in the case of the other parties hereto, 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: 309-765-4162
 Facsimile: 309-765-5021

		
	 The Capital Corporation:
	 	 John Deere Capital Corporation
 Attention: Manager
 First National Bank Building
 1 East First Street
 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
 Facsimile: 309-765-5021

		
	 The Administrative Agent:
	 	 JPMorgan Chase Bank
 Attention: Randolph Cates
 270 Park Avenue
 New York, New York 10017
 Telephone: 212-270-8997
 Facsimile: 212-270-6637


  

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	 with a copy to:
	  	 JPMorgan Chase Bank
 Attention: Danette Espinoza
 1111 Fannin, 10th Floor
 Houston, Texas 77002
 Telephone: 713-750-2102
 Facsimile: 713-750-2782


  
 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 and Taxes. (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 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. 
  

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 (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 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. 
  

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 (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 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 

  

 55 








 
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 portions (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 less than $5,000,000, (ii) the 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. 
  

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 (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, 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) 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 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 

  

 57 








 
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 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 

  

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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 provided in subsection
2.12, 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 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 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 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; 
  

 59 








 (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 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. 
  

 60 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by
their respective proper and duly authorized officers as of the day and year first above written. 
  

					
	 	 	 DEERE & COMPANY

	 Attested by:
	 	 
			
	  

	 	 By:
	 	  


	 Title:
	 	 Title:
	 	 
		
	 	 	 JOHN DEERE CAPITAL CORPORATION

	 Attested by:
	 	 	 	 
			
	  

	 	 By:
	 	  


	 Title:
	 	 Title:
	 	 









			
	 JPMORGAN CHASE BANK,
 as Administrative Agent and as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 BANK OF AMERICA, N.A.,
 as a Syndication Agent and as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 CITIBANK, N.A.,
 as a Documentation Agent

		
	 By:
	 	  


	 Title:
	 	 
	
	 CITICORP USA
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 CREDIT SUISSE FIRST BOSTON, acting through
 its Cayman Islands Branch,
 as a Documentation Agent and as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 DEUTSCHE BANK AG, NEW YORK BRANCH,
 as a Syndication Agent and as a Bank

		
	 By:
	 	  


	 Title:
	 	 
		
	 By:
	 	  


	 Title:
	 	 










			
	 MERRILL LYNCH BANK USA,
 as Co-Documentation Agent and as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 ROYAL BANK OF CANADA,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 HSBC BANK USA,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 TORONTO DOMINION (TEXAS), INC.,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 BNP PARIBAS,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 
		
	 By:
	 	  


	 Title:
	 	 










			
	 MELLON BANK, N.A.,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 BANCO BILBAO VIZCAYA ARGENTARIA, S.A.,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 
		
	 By:
	 	  


	 Title:
	 	 










			
	 THE BANK OF NEW YORK,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 BARCLAYS BANK PLC,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 WACHOVIA BANK, N.A.,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 BANCA NAZIONALE DEL LAVORO S.P.A.,
 NEW YORK BRANCH,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 
		
	 By:
	 	  


	 Title:
	 	 










			
	 THE BANK OF TOKYO-MITSUBISHI, LTD.,
 CHICAGO BRANCH,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 BANK ONE, NA,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 FIFTH THIRD BANK,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 NORDEA BANK FINLAND PLC,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 
		
	 By:
	 	  


	 Title:
	 	 










			
	 COOPERATIEVE CENTRALE RAIFFEINSEN
 BOERENLEENBANK B.A., “RABOBANK
 INTERNATIONAL” NEW YORK BRANCH,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 
		
	 By:
	 	  


	 Title:
	 	 










			
	 U.S. BANK, NATIONAL ASSOCIATION,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 










			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 
		
	 By:
	 	  


	 Title:
	 	 










			
	 WESTPAC BANKING CORPORATION,
 as a Bank

		
	 By:
	 	  


	 Title:
	 	 









 SCHEDULE I 
  

TERMS OF SUBORDINATION 
  
 “Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest 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], the 8 5/8% Subordinated Debentures due 2019 of the Capital
Corporation, 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 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 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 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. 
  
  

 I-2 








 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. 







 SCHEDULE II 
  

COMMITMENTS 
  

				
	 Bank

	  	Commitment


	 JPMorgan Chase Bank
	  	$	112,500,000
	 Bank of America, N.A.
	  	$	107,500,000
	 Citicorp USA
	  	$	107,500,000
	 Credit Suisse First Boston, acting through its Cayman Islands Branch
	  	$	107,500,000
	 Deutsche Bank AG, New York Branch
	  	$	107,500,000
	 Merrill Lynch Bank USA
	  	$	107,500,000
	 Royal Bank of Canada
	  	$	87,500,000
	 HSBC Bank USA
	  	$	75,000,000
	 Toronto Dominion (Texas), Inc.
	  	$	75,000,000
	 BNP Paribas
	  	$	50,000,000
	 Mellon Bank, N.A.
	  	$	50,000,000
	 Banca Bilbao Vizcaya Argentaria, S.A.
	  	$	37,500,000
	 The Bank of New York
	  	$	37,500,000
	 Barclays Bank PLC
	  	$	37,500,000
	 Wachovia Bank, N.A.
	  	$	37,500,000
	 Banca Nazionale del Lavoro S.P.A., New York Branch
	  	$	12,500,000
	 The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch
	  	$	12,500,000
	 Bank One, NA
	  	$	12,500,000
	 Fifth Third Bank
	  	$	12,500,000
	 Nordea Bank Finland PLC
	  	$	12,500,000
	 Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International” New York Branch
	  	$	12,500,000
	 U.S. Bank, National Association
	  	$	12,500,000
	 Wells Fargo Bank, National Association
	  	$	12,500,000
	 Westpac Banking Corporation
	  	$	12,500,000
	 	  	
	

	 TOTAL
	  	$	1,250,000,000








 SCHEDULE III1 
  
 ADDRESSES FOR
NOTICES 
  
 JPMorgan Chase Bank 
 Attention: Randolph Cates 
 270 Park Avenue - 4th Floor 
 New York, New York 10017 
 Telephone: (212) 270-8997 
 Facsimile: (212) 270-6637 
  
 Bank of America,
N.A. 
 Attention: Jeffrey Armitage 
 231 South LaSalle Street 
 Chicago, Illinois 60604 
 Telephone: (312) 828-3898 
 Facsimile: (312) 974-8811 
  
 Citicorp USA 
 Attention: John Coons

 233 South Wacker Drive 
 Sears Tower, Floor 86 
 Chicago, Illinois 60606 
 Telephone: (312) 876-3270 
 Facsimile: (312) 876-3290 
  
 Credit Suisse
First Boston 
 Attention: Jay Chall 
 Eleven Madison Avenue 
 New York, New York 10010 
 Telephone: (212) 325-9010 
 Facsimile: (212) 743-1843 
  
 Deutsche Bank AG, New York Branch 
 Attention: Christopher Howe 
 60 Wall Street 
 New York, New York 10005 
 Telephone: (212) 250-8111 
 Facsimile: (212) 767-4420 


	1	To be updated by JPM with changes to signature blocks a necessary. 








 Merrill Lynch Bank USA 
 Attention: Dave Millett 
 15 W. South Temple, Suite 300 
 Salt Lake City, Utah 84101 
 Telephone: (801) 526-8312 
 Facsimile: (801) 933-8641 
  
 Royal Bank of
Canada 
 Attention: Karim Amr 
 New York Branch 
 One Liberty Plaza, 3rd Floor 
 New York, New York 10006-1404 
 Telephone: (212) 428-6369 
 Facsimile: (212) 428-2372 
  
 with a copy to: 
  
 Attention: Scott Umbs 
 One Liberty Plaza, 3rd Floor 
 New York, New York 10006-1404 
 Telephone: (212) 428-6263 
 Facsimile: (212) 428-6459 
  
 HSBC Bank USA 
 Attention: Sarah McClintock 
 452 Fifth Avenue, 5th Floor 
 New York, New York 10018 
 Telephone: (212) 525-2485 
 Facsimile: (212) 525-2479 
  
 Toronto-Dominion (Texas), Inc. 
 Attention: Carmen Parente 
 31 West 52nd Street 
 New York, New York 10019 
 Telephone: (212) 827-7526 
 Facsimile: (212) 827-7250 
  
 BNP Paribas 
 Attention: Frederick H. Moryl, Jr. 
 209 South LaSalle Street, Suite 500 
 Chicago, Illinois 60604 
 Telephone: (312) 977-2211 
 Facsimile: (312) 977-1380 
  

 III-2 








 Mellon Bank, N.A. 
 Attention: Richard Bouchard 
 522 William Penn Place 
 Room 1203 
 Pittsburgh, Pennsylvania 15259-003 
 Telephone: (412) 234-5767 
 Facsimile: (412) 209-6124 
  
 Banco Bilbao Vizcaya Argentaria, S.A. 
 Attention: Jay Levit 
 1345 Avenue of the Americas, 45th Floor 
 New York, New York 10105

 Telephone: (212) 728-1590 
 Facsimile: (212) 333-2904 
  
 The Bank of New
York 
 Attention: John Lokay 
 One Wall Street, 21st Floor 
 New York, New York 10286 
 Telephone: (212) 635-1172 
 Facsimile: (212) 635-1970 
  
 Barclays Bank PLC 
 Attention: John
Giannone 
 200 Park Avenue 
 New York, New York 10166 
 Telephone: (212) 412-3276 
 Facsimile: (212) 412-7511 
  
 Wachovia Bank, N.A. 
 Attention: Gene
Sellers 
 Mail Code: NC-07-60 
 301 S. College Street 
 Charlotte, North Carolina 28288 
 Telephone: (803) 432-8591 
 Facsimile: (704) 383-1625 
  
 Banca Nazionale
del Lavoro S.P.A., New York Branch 
 Attention: Francesco Di Mario 
 25 West 51st Street 
 New York, New York 10019 
 Telephone: (212) 314-0239 
 Facsimile: (212) 765-2978 
  

 III-3 








 The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch 
 Attention: Diane Tkach 
 227 W. Monroe Street Suite 2300 
 Chicago, Illinois 60606 
 Telephone: (312) 696-4663 
 Facsimile: (312) 696-4535 
  
 Bank One, NA

 Attention: Michael Kelly 
 1 Bank One Plaza 
 Mail Code IL1-0364 
 Chicago, Illinois 60670 
 Telephone: (312) 325-3223 
 Facsimile: (312) 325-3239 
  
 Fifth Third Bank

 Attention: Mike Mendenhall 
 38 Fountain Square Plaza 
 Cincinnati, Ohio 45263 
 Telephone: (513) 534-6915 
 Facsimile: (513) 534-5947 
  
 Nordea Bank Finland Plc 
 Attention:
Thomas Hickey 
 437 Madison Avenue 
 New York, New York 10022 
 Telephone: (212) 318-9306 
 Facsimile: (212) 318-9318 
  
 Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., 
 “Rabobank International” New York Branch 
 Attention: Jeffrey Bliss 
 300 S. Wacker Drive, Suite 3500 
 Chicago, Illinois 60606 
 Telephone: (312) 408-8242 
 Facsimile: (312) 408-8240 
  
 U.S. Bank, National Association 
 Attention: Barry P. Litwin 
 209 S. LaSalle Street 
 Chicago, Illinois 60604 
 Telephone: (312) 325-8888 
 Facsimile: (312) 325-8889 
  

 III-4 








 Wells Fargo Bank, National Association 
 Attention: Melissa Nachman 
 230 W. Monroe Street, Suite 2900 
 Chicago, Illinois 60606 
 Telephone: (312) 553-2353 
 Facsimile: (312) 553-4783 
  
 Westpac Banking
Corporation 
 Attention: Tony Smith 
 575 Fifth Avenue, 39th Floor 
 New York, New York 10017 
 Telephone: (212) 551-1814 
 Facsimile: (212) 551-1995 
  
  

 III-5 








 EXHIBIT A 
  

[FORM OF BORROWING NOTICE] 
  
             , 200     
  
 JPMorgan Chase Bank, 
 as Administrative Agent under the 
 Credit
Agreement referred to below 
 1111 Fannin, 10th Floor 
 Houston, Texas 77002

 Attention: Danette Espinoza 
  
 Ladies and Gentlemen: 
  
 Pursuant to subsection 2.1(c) of the $1,250,000,000 Five-Year Credit Agreement, dated as of February 17, 2004, among DEERE & COMPANY, JOHN DEERE
CAPITAL CORPORATION, the Banks parties thereto, JPMORGAN CHASE BANK, 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
	  	$	                            
		
	 (v)    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, 
 as Administrative Agent under the Credit 
 Agreement referred to below 
 One Chase Manhattan Plaza, 8th Floor

 New York, New York 10081 
 Attention: Chris Consomer

  
 Ladies and Gentlemen: 
  
 Reference is made to the $1,250,000,000 Five-Year Credit Agreement, dated as
of February 17, 2004, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, the Banks parties thereto, JPMORGAN CHASE BANK, 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, as Administrative 
 Agent under the Credit Agreement referred to below 
 One Chase Manhattan
Plaza, 8th Floor 
 New
York, New York 10081 
 Attention: Chris Consomer 
  
 Ladies and Gentlemen: 
  
 Reference is made to the $1,250,000,000 Five-Year Credit Agreement, dated as of February 17, 2004, among DEERE & COMPANY, JOHN DEERE CAPITAL
CORPORATION, the Banks parties thereto, JPMORGAN CHASE BANK, 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, as Administrative Agent 
 under the Credit Agreement referred to below 
 One Chase Manhattan Plaza, 8th Floor 
 New York, New York 10081 
 Attention: Chris Consomer 
  
 Ladies and Gentlemen: 
  
 Reference is made to the $1,250,000,000 Five-Year Credit Agreement, dated as of February 17, 2004, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, the Banks parties thereto, JPMORGAN CHASE BANK, 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, 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 $1,250,000,000 Five-Year Credit Agreement,
dated as of February 17, 2004 among DEERE & COMPANY (the “Company”), JOHN DEERE CAPITAL CORPORATION (the “Capital Corporation”), the Banks parties thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITIBANK, N.A. and
CREDIT SUISSE FIRST BOSTON, as Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as Syndication Agents (as from time to time amended, supplemented or otherwise modified
in accordance with the terms thereof, 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 Bank (for the benefit of the Assignor Bank, the Administrative Agent and [the Company] [the Capital 
  

 E-2 








 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):	 	 
			
	 	 	        a. Borrowing Date and Maturity Date:	 	a. Date of Bid Loan or Negotiated Rate
			
	 	 	        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,
as Administrative Agent

		
	 By:
	 	  


	 Title:
	 	 

  

 I-2 








 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, 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 $1,250,000,000 Five-Year Credit Agreement, dated as of February 17, 2004, among the Company, the Capital Corporation, the Transferor Bank and
the other Banks party thereto, JPMorgan Chase Bank, 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 from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, 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 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. 
  

 F-2 








 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:]*

	
	 ACCEPTED FOR RECORDATION
IN REGISTER:

	
	 JPMORGAN CHASE BANK,
as Administrative Agent

		
	 By:
	 	  


	 Title:




	*	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, 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 $1,250,000,000 Five-Year Credit Agreement dated as of February 17, 2004 (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, 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 








 I am aware that Shearman & Sterling LLP will rely upon the opinions set forth in paragraphs 1, 2, and
3 of this opinion in rendering their opinion furnished pursuant to subsection 4.1(c) of the Credit Agreement and consent thereto. 
  
 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, as

 Administrative Agent 
  
 Deere & Company 
 John Deere Capital Corporation 
  
 Ladies and Gentlemen: 
  
 This opinion is furnished to you pursuant to subsection 4.1(c) of the $1,250,000,000 Five-Year Credit Agreement dated as of
February 17, 2004 (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, 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. 
  
 We have acted as special New York counsel for the Borrowers in connection
with the preparation, execution and delivery of the Credit Agreement. 
  
 In that connection we have examined: 
  
 (1) the Credit
Agreement; and 
  
 (2) the documents furnished by each of the
Borrowers pursuant to Section 4.1 of the Credit Agreement. 
  
 We
have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Banks and the Agents, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all
documents submitted to us as certified, conformed or photostatic copies. We have also assumed that the Banks and the Agents will perform the Credit Agreement reasonably and in good faith and will act reasonably and in good faith in taking action,
exercising discretion and making determinations thereunder. We have also assumed that no Bid Loan or Negotiated Rate Loan made in an amount of less than $2,500,000 will bear interest at a rate greater than 25% per annum. 







 We are qualified to practice law in the State of New York. We do not express any opinion herein
concerning any laws other than the laws of the State of New York and the Federal laws of the United States. To the extent our opinions expressed below involve conclusions as to matters set forth in paragraph 1, 2 or 3 of the opinion of James R.
Jenkins, General Counsel of the Company, a copy of which is being delivered to you today pursuant to Section 4.1(c) of the Credit Agreement, we have, with your permission, relied on such opinion. 
  
 Based upon the foregoing and upon such investigation as we have deemed
necessary, we are of the opinion that the Credit Agreement constitutes the legal, valid and binding obligation of each Borrower enforceable against such Borrower in accordance with its terms, subject to (a) the effect of any applicable bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent transfers, reorganization and moratorium) or similar law affecting creditors’ rights generally and (b) 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). 
  
 Very truly yours, 
  
 SHEARMAN & STERLING LLP 
  

 H-2 








 EXHIBIT I 
  

[FORM OF EXTENSION REQUEST] 
  
             , 200     
  
 JPMorgan Chase Bank, 
 as Administrative Agent 
 1111 Fannin, 10th Floor 
 Houston, Texas 77002 
 Attention: Danette Espinoza 
  
 Ladies and Gentlemen: 
  
 Reference is made to the $1,250,000,000 Five-Year Credit Agreement, dated as of February 17, 2004, among Deere & Company, John Deere Capital Corporation, the Banks parties thereto, JPMorgan Chase Bank, 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:
	 	 


  

 I-2 








 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:
	  	 $1,250,000,000 Five-Year Credit Agreement
 dated as of February 17, 2004 with Deere & 
 Company and John Deere Capital Corporation


  
 Ladies and Gentlemen: 
  
 In connection with the $1,250,000,000 Five-Year Credit Agreement, dated as
of February 17, 2004, among Deere & Company, John Deere Capital Corporation, the Banks parties thereto, JPMorgan Chase Bank, 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, 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:	$1,250,000,000 Five-Year Credit Agreement 

 dated as of February 17, 2004 with Deere &  
 Company and John Deere Capital Corporation

  
 Ladies and Gentlemen: 
  
 In connection with the above $1,250,000,000 Five-Year Credit Agreement,
dated as of February 17, 2004, among Deere & Company, John Deere Capital Corporation, the Banks parties thereto, JPMorgan Chase Bank, 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, 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, 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, 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 $1,250,000,000 Five-Year Credit Agreement, dated as of February 17, 2004 (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: 
  

					
	 Principal Amount

	 	 Last day of
Interest Period


			
	 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.]* 


	*	As appropriate for New or Existing Banks. 

  

 L-2 








 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 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 aggregate principal amount of the Commitments of all Banks (including, without limitation, the 


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


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


	***	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. 

  

 L-3 








 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, 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 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 $1,250,000,000 Five-Year Credit Agreement, dated as of February 17, 2004 (the “Credit Agreement”), among the Borrower, [Deere & Company] [John Deere Capital Corporation], the Bank, the other financial institutions
parties thereto, JPMorgan Chase Bank, 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 $1,250,000,000 Five-Year Credit Agreement (as in effect on the date hereof, the
“Credit Agreement”) dated as of February 17, 2004, 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, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Banks, 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: 
  
 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
$            . 
  
 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.

  
 The undersigned’s address for notices for the purposes of
the Credit Agreement is as follows: 
  

	
	                                       
                                        
                         

	
	 Attention:
                                        
                                        
  

	
	                                       
                                        
                         

	
	                                       
                                        
                         

	
	 Fax:
                                        
                                        
             



  

 N-2 








 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:
	 	 
	
	 Accepted this day of

	                     ,
200    

	
	 JPMORGAN CHASE BANK,
       as Administrative Agent

		
	 By:
	 	  


	 Title:
	 	 

  

 N-3 








 EXHIBIT O 
  

FORM OF 
 COMMITMENT INCREASE SUPPLEMENT

  
 SUPPLEMENT, dated
                     200    , to the $1,250,000,000 Five-Year Credit Agreement (as in effect on the date hereof,
the “Credit Agreement”) dated as of February 17, 2004, 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, as Administrative Agent (in such capacity, the “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,
as Administrative Agent

		
	 By:
	 	  


	 Title: