**Exhibit 4.1**

 

**EXECUTIONVERSION**

 

FIRST AMENDMENT

 

FIRSTAMENDMENT, dated as of March 4, 2008 (this “Amendment”), to theCredit Agreement dated as of February 28, 2007 (the “Credit Agreement”),among (a) DEERE & COMPANY, a Delaware corporation, (b) JOHNDEERE CAPITAL CORPORATION, a Delaware corporation, (c) the severalfinancial institutions parties thereto (collectively, the “Banks”, andindividually, a “Bank”), (d) JPMORGAN CHASE BANK, N.A., asadministrative agent thereunder (in such capacity, together with its successorsand permitted assigns, the “Administrative Agent”), (e) CITIBANK,N.A. and CREDIT SUISSE, as documentation agents thereunder (in such capacity,the “Documentation Agents”), (f) MERRILL LYNCH BANK USA, asco-documentation agent thereunder (in such capacity, the “Co-DocumentationAgent”), and (g) BANK OF AMERICA, N.A. and DEUTSCHE BANK AG, NEW YORKBRANCH, as syndication agents thereunder (in such capacity, the “SyndicationAgents”).

 

WITNESSETH:

 

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

 

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

 

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

 

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

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

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# 3.             First Amendment Effective Date.  ThisAmendment shall become effective as of the first date set forth above in thepreamble to this Amendment (the “First Amendment Effective Date”) solong as each Borrower and the Majority Banks shall have executed and deliveredto the Administrative Agent this Amendment.

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# 4.             Representation and Warranties.  Toinduce the Banks parties hereto to enter into this Amendment, each Borrowerhereby represents and warrants to the Administrative Agent and the Banks as ofthe First Amendment Effective Date that, the representations and warrantiesmade by each Borrower in the Credit Agreement are true and correct in allmaterial respects on and as of the First Amendment Effective Date, as if madeon and as of the First Amendment Effective Date (except that any suchrepresentation or warranty that by its terms is made as of an earlier dateshall be true and correct as of such earlier date).

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# 5.             Payment of Expenses.  TheBorrowers agree to pay or reimburse the Administrative Agent for all of itsout-of-pocket costs and reasonable expenses incurred in connection with thisAmendment, any other documents prepared in connection herewith and thetransactions contemplated

 

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# hereby, including, without limitation, the reasonable fees anddisbursements of counsel to the Administrative Agent.

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# 6.             No Other Amendments.  ThisAmendment is to be narrowly construed. Except as expressly amended, modified and supplemented hereby, theprovisions of the Credit Agreement are and shall remain in full force andeffect.

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

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# 8.             Counterparts.  ThisAmendment may be executed by one or more of the parties to this Amendment onany number of separate counterparts, and all of said counterparts takentogether shall be deemed to constitute one and the same instrument. A set ofthe copies of this Amendment signed by all the parties shall be lodged with theBorrowers and the Administrative Agent. This Amendment may be delivered by facsimile transmission of therelevant signature pages hereof.

 

Signature Page to First Amendment

 

2

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

 
|   | DEERE &  COMPANY |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       |   |
|   |                      | Title: |   |

 

 
|   | JOHN  DEERE CAPITAL CORPORATION |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Title: |   |

 

Signature Page to First Amendment

 

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|   | JPMORGAN  CHASE BANK, N.A.,            |
|--------|----------------------------------------|
|   | as  Administrative Agent and as a Bank |
|   |                                   |
|   |                                   |
|   | By:                                    |   |
|   |                                   | Title: |   |

 

Signature Page to First Amendment

 

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|   | BANK  OF AMERICA, N.A.,               |
|--------|---------------------------------------|
|   | as  a Syndication Agent and as a Bank |
|   |                                  |
|   |                                  |
|   | By:                                   |   |
|   |                                  | Title: |   |

 

Signature Page to First Amendment

 

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|   | DEUTSCHE  BANK AG, NEW YORK BRANCH    |
|--------|---------------------------------------|
|   | as  a Syndication Agent and as a Bank |
|   |                                  |
|   |                                  |
|   | By:                                   |   |
|   |                                  | Title: |   |

 
|   | By:    |   |
|--------|--------|--------|
|   |   | Title: |   |

 

Signature Page to First Amendment

 

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|   | CITIBANK,  N.A.,                        |
|--------|-----------------------------------------|
|   | as  a Documentation Agent and as a Bank |
|   |                                    |
|   |                                    |
|   | By:                                     |   |
|   |                                    | Title: |   |

 

Signature Page to First Amendment

 

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|   | CREDIT  SUISSE,                         |
|--------|-----------------------------------------|
|   | as  a Documentation Agent and as a Bank |
|   |                                    |
|   |                                    |
|   | By:                                     |   |
|   |                                    | Title: |   |

 

Signature Page to First Amendment

 

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|   | MERRILL  LYNCH BANK USA,                 |
|--------|------------------------------------------|
|   | as  Co-Documentation Agent and as a Bank |
|   |                                     |
|   |                                     |
|   | By:                                      |   |
|   |                                     | Title: |   |

 

Signature Page to First Amendment

 

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|   | HSBC  BANK USA, NATIONAL ASSOCIATION, |
|--------|---------------------------------------|
|   | as  a Bank                            |
|   |                                  |
|   |                                  |
|   | By:                                   |   |
|   |                                  | Title: |   |

 

Signature Page to First Amendment

 

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|   | ROYAL  BANK OF CANADA, |
|--------|------------------------|
|   | as  a Bank             |
|   |                   |
|   |                   |
|   | By:                    |   |
|   |                   | Title: |   |

 

Signature Page to First Amendment

 

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|   | TORONTO  DOMINION (TEXAS) LLC, |
|--------|--------------------------------|
|   | as  a Bank                     |
|   |                           |
|   |                           |
|   | By:                            |   |
|   |                           | Title: |   |

 

Signature Page to First Amendment

 

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|   | BARCLAYS  BANK PLC, |
|--------|---------------------|
|   | as  a Bank          |
|   |                |
|   |                |
|   | By:                 |   |
|   |                | Title: |   |

 

Signature Page to First Amendment

 

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|   | BNP  PARIBAS, |   |
|--------|---------------|--------|
|   | as  a Bank    |   |
|   |          |   |
|   |          |   |
|   | By:           |   |
|   |          | Title: |   |
|   |          |   |
|   | By:           |   |
|   |          | Title: |   |

 

Signature Page to First Amendment

 

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|   | WACHOVIA  BANK NATIONAL ASSOCIATION, |
|--------|--------------------------------------|
|   | as  a Bank                           |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  |   |
|   |                                 | Title: |   |

 

Signature Page to First Amendment

 

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|   | WELLS  FARGO BANK, NATIONAL ASSOCIATION, |
|--------|------------------------------------------|
|   | as  a Bank                               |
|   |                                     |
|   |                                     |
|   | By:                                      |   |
|   |                                     | Title: |   |
|   |                                     |   |   |
|   | By:                                      |   |
|   |                                     | Title: |   |

 

Signature Page to First Amendment

 

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|   | MELLON  BANK, N.A., |   |
|--------|---------------------|--------|
|   | as  a Bank          |   |
|   |                |   |
|   |                |   |
|   | By:                 |   |
|   |                | Title: |   |

 

Signature Page to First Amendment

 

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|   | BANCO  BILBAO VIZCAYA ARGENTARIA, |
|--------|-----------------------------------|
|   | as  a Bank                        |   |
|   |                              |   |
|   |                              |   |
|   | By:                               |   |
|   |                              | Title: |   |
|   |                              |   |   |
|   | By:                               |   |
|   |                              | Title: |   |

 

Signature Page to First Amendment

 

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|   | THE  BANK OF NEW YORK, |   |
|--------|------------------------|--------|
|   | as  a Bank             |   |
|   |                   |   |
|   |                   |   |
|   | By:                    |   |
|   |                   | Title: |   |

 

Signature Page to First Amendment

 

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|   | BANK  OF TOKYO-MITSUBISHI UFJ, LTD.,  CHICAGO BRANCH, |
|--------|-------------------------------------------------------|
|   | as  a Bank                                            |
|   |                                                  |
|   |                                                  |
|   | By:                                                   |   |
|   |                                                  | Title: |   |

 

Signature Page to First Amendment

 

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|   | WESTPAC  BANKING CORPORATION, |
|--------|-------------------------------|
|   | as  a Bank                    |
|   |                          |
|   |                          |
|   | By:                           |   |
|   |                          | Title: |   |

 

Signature Page to First Amendment

 

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|   | BANCO  SANTANDER CENTRAL HISPANO, SA,  NEW YORK BRANCH, |
|--------|---------------------------------------------------------|
|   | as  a Bank                                              |
|   |                                                    |
|   |                                                    |
|   | By:                                                     |   |
|   |                                                    | Title: |   |

 

Signature Page to First Amendment

 

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|   | FIFTH  THIRD BANK, |
|--------|--------------------|
|   | as  a Bank         |
|   |               |
|   |               |
|   | By:                |   |
|   |               | Title: |   |

 

Signature Page to First Amendment

 

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|   | U.S.  BANK, NATIONAL ASSOCIATION, |   |
|--------|-----------------------------------|--------|
|   | as  a Bank                        |   |
|   |                              |   |
|   |                              |   |
|   | By:                               |   |
|   |                              | Title: |   |

 

Signature Page to First Amendment

 

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|   | NORDEA  BANK FINLAND PLC, |
|--------|---------------------------|
|   | as  a Bank                |
|   |                      |
|   |                      |
|   | By:                       |   |
|   |                      | Title: |   |
|   |                      |   |   |
|   | By:                       |   |
|   |                      | Title: |   |

 

Signature Page to First Amendment

 

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