Exhibit 4.1


 


EXECUTION COPY


DEERE & COMPANY


JOHN DEERE CAPITAL
CORPORATION






$3,750,000,000


FIVE-YEAR


CREDIT AGREEMENT


Dated as of February 28,
2007






JPMORGAN
CHASE BANK, N.A.,


as Administrative Agent


CITIBANK, N.A.,


as a Documentation Agent


CREDIT SUISSE,


as a Documentation Agent


MERRILL LYNCH BANK USA,


as Co-Documentation Agent


BANK OF AMERICA, N.A.,


as a Syndication Agent


DEUTSCHE BANK AG,


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

  	
   

  	
  14

  
	
   

  	
  1.3

  	
  Currency Conversion

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

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

  	
   

  	
  

  15

  
	
   

  	
  2.1

  	
  The Committed Rate Loans

  	
   

  	
  15

  
	
   

  	
  2.2

  	
  The Bid Loans; the Negotiated Rate Loans

  	
   

  	
  16

  
	
   

  	
  2.3

  	
  Loan Accounts

  	
   

  	
  19

  
	
   

  	
  2.4

  	
  Fees

  	
   

  	
  20

  
	
   

  	
  2.5

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

  	
   

  	
  20

  
	
   

  	
  2.6

  	
  Prepayments

  	
   

  	
  21

  
	
   

  	
  2.7

  	
  Minimum Amount of Certain Loans

  	
   

  	
  21

  
	
   

  	
  2.8

  	
  Committed Rate Loan Interest Rate and Payment Dates

  	
   

  	
  22

  
	
   

  	
  2.9

  	
  Conversion and Continuation Options

  	
   

  	
  22

  
	
   

  	
  2.10

  	
  Computation of Interest and Fees

  	
   

  	
  23

  
	
   

  	
  2.11

  	
  Inability to Determine Interest Rate

  	
   

  	
  23

  
	
   

  	
  2.12

  	
  Pro Rata Treatment and Payments

  	
   

  	
  24

  
	
   

  	
  2.13

  	
  Requirements of Law

  	
   

  	
  26

  
	
   

  	
  2.14

  	
  Indemnity

  	
   

  	
  30

  
	
   

  	
  2.15

  	
  Non-Receipt of Funds by the Administrative Agent

  	
   

  	
  30

  
	
   

  	
  2.16

  	
  Extension of Termination Date

  	
   

  	
  31

  
	
   

  	
  2.17

  	
  Foreign Taxes

  	
   

  	
  32

  
	
   

  	
  2.18

  	
  Confirmations

  	
   

  	
  34

  
	
   

  	
  2.19

  	
  Replacement of Cancelled Banks

  	
   

  	
  34

  
	
   

  	
  2.20

  	
  Commitment Increases

  	
   

  	
  34

  
	
   

  	
  2.21

  	
  Judgment Currency

  	
   

  	
  36

  
	
   

  	
  2.22

  	
  Foreign Currency Exchange Rate

  	
   

  	
  36

  
	
   

  	
  2.23

  	
  Letters of Credit

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  39

  
	
   

  	
  3.1

  	
  Financial Condition

  	
   

  	
  39

  
	
   

  	
  3.2

  	
  Corporate Existence

  	
   

  	
  40

  
	
   

  	
  3.3

  	
  Corporate Power; Authorization; Enforceable
  Obligations

  	
   

  	
  40

  
	
   

  	
  3.4

  	
  No Legal Bar

  	
   

  	
  40

  
	
   

  	
  3.5

  	
  No Material Litigation

  	
   

  	
  40

  
	
   

  	
  3.6

  	
  Taxes

  	
   

  	
  40

  
	
   

  	
  3.7

  	
  Margin Regulations

  	
   

  	
  41

  
	
   

  	
  3.8

  	
  Use of Proceeds

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  CONDITIONS PRECEDENT

  	
   

  	
  41

  
	
   

  	
  4.1

  	
  Conditions to Initial Extensions of Credit

  	
   

  	
  41

  



 



 ii
 









 


	
  

  	
  4.2

  	
  Conditions to All Extensions of Credit

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  AFFIRMATIVE COVENANTS

  	
   

  	
  42

  
	
   

  	
  5.1

  	
  Financial Statements

  	
   

  	
  42

  
	
   

  	
  5.2

  	
  Certificates; Other Information

  	
   

  	
  43

  
	
   

  	
  5.3

  	
  Company Indenture Documents

  	
   

  	
  43

  
	
   

  	
  5.4

  	
  Capital Corporation Indenture Documents

  	
   

  	
  43

  
	
   

  	
  5.5

  	
  Notice of Default

  	
   

  	
  43

  
	
   

  	
  5.6

  	
  Ownership of Capital Corporation Stock

  	
   

  	
  44

  
	
   

  	
  5.7

  	
  Employee Benefit Plans

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  NEGATIVE COVENANTS OF THE COMPANY

  	
   

  	
  44

  
	
   

  	
  6.1

  	
  Company May Consolidate, etc., Only on Certain Terms

  	
   

  	
  44

  
	
   

  	
  6.2

  	
  Limitation on Liens

  	
   

  	
  44

  
	
   

  	
  6.3

  	
  Limitations on Sale and Lease-back Transactions

  	
   

  	
  47

  
	
   

  	
  6.4

  	
  Equipment Operations Debt

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  NEGATIVE COVENANTS OF THE CAPITAL CORPORATION

  	
   

  	
  48

  
	
   

  	
  7.1

  	
  Fixed Charges Ratio

  	
   

  	
  48

  
	
   

  	
  7.2

  	
  Consolidated Senior Debt to Consolidated
  Capital Base

  	
   

  	
  48

  
	
   

  	
  7.3

  	
  Limitation on Liens

  	
   

  	
  48

  
	
   

  	
  7.4

  	
  Consolidation; Merger

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  EVENTS OF DEFAULT

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  THE AGENTS

  	
   

  	
  52

  
	
   

  	
  9.1

  	
  Appointment

  	
   

  	
  52

  
	
   

  	
  9.2

  	
  Delegation of Duties

  	
   

  	
  52

  
	
   

  	
  9.3

  	
  Exculpatory Provisions

  	
   

  	
  52

  
	
   

  	
  9.4

  	
  Reliance by Agents

  	
   

  	
  52

  
	
   

  	
  9.5

  	
  Notice of Default

  	
   

  	
  53

  
	
   

  	
  9.6

  	
  Non-Reliance on Agents
  and Other Banks

  	
   

  	
  53

  
	
   

  	
  9.7

  	
  Indemnification

  	
   

  	
  53

  
	
   

  	
  9.8

  	
  Agents in their Individual Capacities

  	
   

  	
  54

  
	
   

  	
  9.9

  	
  Successor Agents

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  MISCELLANEOUS

  	
   

  	
  54

  
	
   

  	
  10.1

  	
  Amendments and Waivers

  	
   

  	
  54

  
	
   

  	
  10.2

  	
  Notices

  	
   

  	
  55

  
	
   

  	
  10.3

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  56

  
	
   

  	
  10.4

  	
  Payment of Expenses

  	
   

  	
  56

  
	
   

  	
  10.5

  	
  Successors and Assigns; Participations; Purchasing
  Banks

  	
   

  	
  58

  
	
   

  	
  10.6

  	
  Adjustments

  	
   

  	
  61

  
	
   

  	
  10.7

  	
  Confidentiality

  	
   

  	
  62

  
	
   

  	
  10.8

  	
  Counterparts

  	
   

  	
  62

  
	
   

  	
  10.9

  	
  GOVERNING LAW

  	
   

  	
  62

  
	
   

  	
  10.10

  	
  Consent to Jurisdiction and Service of Process

  	
   

  	
  62

  



 



 iii
 









 


	
  

  	
  10.11

  	
  USA Patriot Act

  	
   

  	
  63

  



 


 


 


	
  SCHEDULES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule I

  	
   

  	
  Terms of Subordination

  
	
  Schedule II

  	
   

  	
  Commitments

  
	
  Schedule III

  	
   

  	
  Mandatory Costs

  
	
  Schedule IV

  	
   

  	
  Existing Letters of Credit

  
	
   

  	
   

  	
   

  
	
  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

  
	
  Exhibit P

  	
   

  	
  Form of Letter of Credit Application

  



 



 iv















CREDIT AGREEMENT, dated as
of February 28, 2007, among (a) DEERE & COMPANY, a Delaware corporation
(the “Company”), (b) JOHN DEERE CAPITAL CORPORATION, a Delaware
corporation (the “Capital Corporation”), (c) the several financial
institutions parties hereto (collectively, the “Banks”, and
individually, a “Bank”), (d) JPMORGAN CHASE BANK, N.A., as
administrative agent hereunder (in such capacity, together with its successors
and permitted assigns, the “Administrative Agent”), (e) CITIBANK, N.A.
and CREDIT SUISSE, 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, as syndication agents hereunder (in such capacity, the “Syndication
Agents”).


The parties hereto hereby
agree as follows:


SECTION
1.                                DEFINITIONS


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


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


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


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


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


“Act”:  as defined in subsection 10.11.


“Administrative
Agent”:  as defined in the preamble
hereto.  It is understood that matters
concerning the Foreign Currency Loans will be administered by the Foreign
Currency Agent as agent for the Administrative Agent.


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


“Affected
Foreign Currency”: as defined in subsection 2.11(a).













“Agent”:  the Administrative Agent, the Foreign Currency
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.


“Agreement Currency”:  as defined in subsection 2.21(b).


“Applicable Creditor”:  as defined in subsection 2.21(b).


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


“Applicable
Margin”:  (a) for ABR Loans, 0% per
annum and


(b)
for Eurocurrency 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

  	
   

  
	
  0.105%

  	
   

  	
  0.150%

  	
   

  	
  0.190%

  	
   

  	
  0.270%

  	
   

  	
  0.350%

  	
   

  	
  0.500%

  	
   

  






 


“Application”:  an application, in the form of Exhibit P,
requesting the Issuing Bank to open a Letter of Credit.


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


“Australian
Dollars”:  the lawful currency of
Australia.


“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.



 2
 









“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.


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


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


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


“Business
Day”:  a day other than a Saturday,
Sunday or other day on which commercial banks in New York City are authorized
or required by law to close; provided, that (a) with respect to notices
and determinations in connection with, and payments of principal and interest
on, Eurocurrency Loans, such day is also a day for trading by and between banks
in Dollar deposits in the interbank eurocurrency market in London, (b) when
used in connection with a Foreign Currency Loan, the term “Business Day” shall
also exclude any day on which commercial banks in London are authorized or
required by law to close and (c) when used in connection with Eurocurrency
Loans denominated in Euros, the term “Business Day” shall also exclude any day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer System (TARGET) (or, if such clearing system ceases to be operative,
such other clearing system (if any) determined by the Foreign Currency Agent to
be a suitable replacement) is not open for settlement of payment in Euros.


“Calculation
Date”:  with respect to each Foreign
Currency, the last day of each calendar quarter (or, if such day is not a
Business Day, the next succeeding Business Day) and such other days from time
to time as the Administrative Agent shall reasonably designate as a “Calculation
Date”; provided, that the fourth Business Day preceding each Borrowing
Date with respect to, and preceding each date of any continuation of, any
Foreign Currency Loan shall also be a “Calculation Date” with respect to the
relevant Foreign Currency.


“Canadian
Dollars”: the lawful currency of Canada.


“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.



 3
 









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


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


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


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


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


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


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


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


“Committed
Extensions of Credit”: as to any Bank at any time, the amount equal to the
sum of the Dollar Equivalent of (a) the aggregate principal amount of all
Committed Rate Loans held by such Bank then outstanding and (b) such Bank’s
Commitment Percentage multiplied by the L/C Obligations then outstanding.


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


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


“Company”:  as defined in the preamble hereto.


“Consolidated
Capital Base”:  at a particular time
for the Capital Corporation and its consolidated Subsidiaries, the sum of (a)
the amount shown opposite the item “Total Stockholders’ Equity” on the
consolidated balance sheet of the Capital Corporation and its consolidated
Subsidiaries plus (b) all indebtedness of the Capital Corporation and
its consolidated Subsidiaries for borrowed money subordinated (on terms no less
favorable to the Administrative Agent and the Banks than the terms of
subordination set forth on Schedule I) to the indebtedness which may be
incurred hereunder by the Capital Corporation, provided that the sum of
clauses (a) and (b) hereof as at the end of a fiscal quarter of the Capital
Corporation and its consolidated Subsidiaries (including the last quarter of a
fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall
be determined by reference to the publicly available consolidated balance sheet
of the Capital Corporation and its consolidated Subsidiaries as at the end of
such fiscal quarter and after such adjustments, if any, as may be required so
that the sum of the 



 4
 









amounts
referred to in clauses (a) and (b) is determined in accordance with GAAP.  Notwithstanding the foregoing, for purposes
of determining compliance with subsection 7.2, adjustments resulting from any
accumulated other comprehensive income as reflected on the most recent publicly
available consolidated balance sheet of the Capital Corporation and its
consolidated Subsidiaries as at the end of any fiscal quarter of the Capital
Corporation and its consolidated Subsidiaries (including the last quarter of
any fiscal year of the Capital Corporation and its consolidated Subsidiaries)
shall be deemed not to be included in Consolidated Capital Base.


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


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


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


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


“Currency”:
any Dollars and any Foreign Currency.


“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.


“Dollar Equivalent”:  at any time as to any amount denominated in a
Foreign Currency, the equivalent amount in Dollars as reasonably determined by
the Administrative Agent at such time on the basis of the Exchange Rate for the
purchase of Dollars with such Foreign Currency on the most recent Calculation
Date for such Foreign Currency.


“Dollar
Loan”: any Committed Rate Loan denominated in Dollars.


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



 5
 









“EMU”:  the Economic and Monetary Union as
contemplated in the Treaty.


“EMU
Legislation”: the legislative measures of the European Council (including
the European Council regulations) for the introduction of, changeover to or
operation of the Euro in one or more member states.


“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.


“Euro”:  the single currency of Participating Member
States of the EMU introduced in accordance with the provisions of Article 123
of the Treaty and, in respect of all payments to be made under this Agreement
in Euro, means immediately available, freely transferable funds in such
currency.


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


“Eurocurrency Rate”:  with respect to each day during each Interest
Period pertaining to a Eurocurrency Loan and for each Index Rate Bid Loan, the
rate per annum determined on the basis of the rate for deposits in Dollars or
the relevant Foreign Currency, as the case may be, for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing
on Page 3740 or 3750 (or other relevant page) of the Telerate system as of
11:00 A.M., Local Time, two Business Days prior to the beginning of such
Interest Period (or, in the case of any Eurocurrency Loan denominated in Pounds
Sterling, on the first day of such Interest Period); provided that, in
the case of any Eurocurrency Loan denominated in Pounds Sterling, such rate
shall be increased to provide for the Mandatory Cost.  In the event that such rate does not appear
on Page 3740 or 3750 of the Telerate system (or otherwise on such system), the “Eurocurrency
Rate” shall be determined by reference to such other comparable publicly
available service for displaying eurocurrency rates as may be reasonably
selected by the Administrative Agent or, in the absence of such availability,
by reference to the rate at which the Administrative Agent is offered Dollar or
the relevant Foreign Currency, as the case may be, deposits at or about 11:00
A.M., Local Time, two Business Days prior to the beginning of such Interest
Period (or, in the case of a Eurocurrency Loan in Pounds Sterling, on the first
day of such Interest Period) in the interbank eurocurrency market where its
eurocurrency, foreign currency and exchange operations are then being conducted
for delivery on the first day of such Interest Period for the number of days
comprised therein; provided that, in the case of any Eurocurrency Loan
denominated in Pounds Sterling, such rate shall be increased to provide for the
Mandatory Costs as determined by the Administrative Agent in accordance with
its normal practices.



 6
 









“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.


“Exchange
Rate”:  on any day, the rate at which
the starting Currency may be exchanged into the other relevant Currency, as set
forth at approximately 10:00 A.M., Local Time, on such date on the Reuters
World Spots page for such starting Currency. 
In the event that such rate does not appear on any Reuters World Spots
page, the Exchange Rate shall be determined by reference to such other publicly
available service for displaying exchange rates reasonably selected by the
Administrative Agent.


“Existing
Credit Agreement”:  as defined in
subsection 4.1(e).


“Existing
Letters of Credit”: means the letters of credit issued under the Existing
Credit Agreement and outstanding on the Closing Date and set forth on Schedule
IV.


“Exposure”:  (a) with respect to an Objecting Bank at any
time, the aggregate amount of such Bank’s Extensions of Credit then outstanding
and (b) with respect to any other Bank at any time, the Commitment of such Bank
then in effect or, if the Commitments have been terminated, the amount of such
Bank’s Extensions of Credit then outstanding.


“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.


“Extensions
of Credit”:  as to any Bank at any
time, the amount equal to the sum of the Dollar Equivalent of (a) the aggregate
principal amount of all Loans held by such Bank then outstanding and (b) such
Bank’s Commitment Percentage multiplied by the L/C Obligations then outstanding.


“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

  	
   

  
	
  0.045%

  	
   

  	
  0.050%

  	
   

  	
  0.060%

  	
   

  	
  0.080%

  	
   

  	
  0.100%

  	
   

  	
  0.125%

  	
   

  






 


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


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



 7
 









“Foreign Currency”:  Euros, Pounds Sterling, Australian Dollars,
Canadian Dollars, New Zealand Dollars and, as agreed by the Administrative
Agent, any other Currency which is freely traded and convertible into Dollars
in the London interbank market and for which the Dollar Equivalent thereof can
be calculated from time to time.


“Foreign
Currency Agent”:  J.P. Morgan Europe
Limited, or any successor appointed pursuant to this Agreement.


“Foreign Currency Loan”:  each Loan denominated in a Foreign Currency.


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


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


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


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


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


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


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


“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
Eurocurrency Loan is converted to an ABR Loan and (b) as to any Eurocurrency
Loan, the last day of each Interest Period applicable thereto, provided
that as to any Eurocurrency Loan in respect of 



 8
 









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
Eurocurrency Loan, the period commencing on the Borrowing Date, the date any
ABR Loan is converted to a Eurocurrency Loan or the date any Eurocurrency Loan
is continued as a Eurocurrency Loan, as the case may be, with respect to such
Eurocurrency 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 Eurocurrency 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 Eurocurrency 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 Eurocurrency 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 Eurocurrency 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 Eurocurrency Rate will not so adequately and fairly reflect such
Banks’ costs as aforesaid.  If a
requested Interest Period shall be unavailable in accordance with the foregoing
sentence, the proposed Borrower may (A) in accordance with the provisions
(including any requirements for notification) of subsection 2.1 request, at its
option, that the requested Committed Rate Loans denominated in Dollars be made
or maintained as ABR Loans or (B) withdraw the request for such Committed Rate
Loans for which the Interest Period was unavailable by giving notice of such
election to the Administrative Agent in accordance with subsection 2.11; provided,
that if the Administrative Agent does not receive any notice hereunder with
respect to requested



 9















Committed
Rate Loans denominated in Dollars, 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.


“Issuing
Bank”: (i) JPMorgan Chase Bank, N.A., in its capacity as issuer of any
Letter of Credit or (ii) any other Bank that a Borrower may select from time to
time that is willing to act as issuer of Letters of Credit, in its capacity as
issuer of any Letter of Credit.


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


“Judgment
Currency”:  as defined in subsection
2.21.


“L/C Commitment”:  $500,000,000.


“L/C Obligations”: at
any time, an amount equal to the sum of (a) the aggregate then undrawn and
unexpired amount of the then outstanding Letters of Credit and (b) the
aggregate amount of drawings under Letters of Credit that have not then been
reimbursed pursuant to Section 2.23(e).


“L/C Participants”:  the collective reference to all the Banks
(other than, with respect to any Letter of Credit, the Issuing Bank in its
capacity as Issuing Bank).


“Letter
of Credit Fee”:  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%

  	
   

  	
  0.200%

  	
   

  	
  0.240%

  	
   

  	
  0.370%

  	
   

  	
  0.450%

  	
   

  	
  0.600%

  	
   

  






 


“Letters
of Credit”:  as defined in subsection
2.23(a).


“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.


“Local
Time”: means (a) in the case of Foreign Currency Loans, London time and (b)
in all other cases, New York time.


“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 Extensions of Credit aggregating more than



 10
 









fifty
percent in principal amount of the Total Extensions of Credit 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.


“Mandatory
Costs”: the percentage rate per annum calculated by the Administrative
Agent in accordance with Schedule III.


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


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


“Mortgage”:  as defined in subsection 6.2.


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


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


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


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


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


“New
Zealand Dollars”: the lawful currency of New Zealand.


“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).


“Overnight
Rate”: for any day, (a) with respect to any amount denominated in Dollars,
the Federal Funds rate, as quoted by the Administrative Agent, and (b) with
respect to any amount 



 11
 









denominated
in a Foreign Currency, at a rate reasonably determined by the Administrative
Agent to be the cost to it of funding such amounts.


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


“Participating
Member State”:  any member state of
the European Community that adopts or has adopted the Euro as its lawful
currency in accordance with legislation of the European Community relating to
Economic and Monetary Union.


“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.


“Pounds”
or “£” or “Pounds Sterling”: the lawful currency of the United
Kingdom.


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


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


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


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


“Reimbursement
Obligation”:  the obligation of the
Borrowers to reimburse the Issuing Bank pursuant to Section 2.23(e) for amounts
drawn under Letters of Credit.


“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 Extensions of Credit aggregating at least 66-2/3% in
principal amount of the Total Extensions of Credit 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), “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).



 12
 









“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) does not exceed 25% of the value
(determined in accordance with such Regulation U) of all the assets subject to
such restriction.


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


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


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


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


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


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


“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.



 13
 









“Total
Commitments”: at any time, the aggregate amount of the Commitments then in
effect.


“Total
Extensions of Credit”: at any time, the aggregate amount of the Extensions
of Credit of the Banks outstanding at such time.


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


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


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


“Treaty”:  the Treaty establishing the European Economic
Community, being the Treaty of Rome of March 25, 1957, as amended by the Single
European Act 1987, the Maastricht Treaty (which was signed at Maastricht on
February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty
(which was signed at Amsterdam on October 2, 1997 and came into force on May 1,
1999) and the Nice Treaty (which was signed on February 26, 2001), each as
amended from time to time and as referred to in legislative measures of the
European Union for the introduction of, changeover to or operating of the Euro
in one or more member states.


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


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


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




	
  Greater than or

  equal to A+/A1

  	
   

  	
  

  A/A2

  	
   

  	
  

  A-/A3

  	
   

  	
  

  BBB+/Baa1

  	
   

  	
  

  BBB/Baa2

  	
   

  	
  Lower than 

  BBB/Baa2

  	
   

  
	
  0.050%

  	
   

  	
  0.050%

  	
   

  	
  0.050%

  	
   

  	
  0.100%

  	
   

  	
  0.100%

  	
   

  	
  0.100%

  	
   

  






 


“Utilization
Percentage”:  on any day, the
percentage equivalent of a fraction (a) the numerator of which is the aggregate
outstanding principal amount of the Extensions of Credit 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 



 14
 









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.


1.3  Currency Conversion.


(a)           If more than one currency or currency
unit are at the same time recognized by the central bank of any country as the
lawful currency of that country, then (i) any reference in the Agreement to,
and any obligations arising under the Agreement in, the general currency of
that country (as opposed to a reference to a specific country) shall be
translated into or paid in the currency or currency unit of that country
designated by the Administrative Agent (with the Borrowers’ consent, which
shall not unreasonably be withheld) and (ii) any such translation from one
currency or currency unit to another of any country shall be at the official
rate of exchange recognized by the central bank for conversion of that currency
or currency unit into the other, rounded up or down, as applicable, at least to
the fifth decimal place.


(b)   If a change in any currency
of a country occurs, this Agreement shall be amended (and each party hereto
agrees to enter into any supplemental agreement necessary to effect any such
amendment) to the extent that the Administrative Agent determines (with the
Borrowers’ consent, which shall not unreasonably be withheld) such amendment to
be necessary to reflect the change in currency and to put the Bank in the same
position, so far as possible, that they would have been in if no change in
currency had occurred.


SECTION
2.                                THE COMMITTED RATE LOANS; THE BID LOANS; THE
NEGOTIATED RATE LOANS; AMOUNT AND TERMS


2.1  The Committed Rate Loans.  (a) 
During the Commitment Period, subject to the terms and conditions
hereof, each Bank severally agrees to make loans (individually, a “Committed
Rate Loan”) to either Borrower in Dollars or in any Foreign Currency from
time to time; provided that (i) after giving effect thereto, such Bank’s
Committed Extensions of Credit then outstanding do not exceed the amount of
such Bank’s Commitment and (ii) the Total Extensions of Credit then outstanding
do not exceed the Total Commitments. 
During the Commitment Period, either Borrower may use the Commitments by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof.


(b)   The Committed Rate Loans may
be either (i) Eurocurrency Loans denominated in Dollars or any Foreign
Currency, (ii) ABR Loans denominated in Dollars or (iii) a combination thereof
as determined by the relevant Borrower; provided that the Foreign
Currency Loans shall be Eurocurrency Loans.


(c)   Either Borrower may borrow
Committed Rate Loans on any Working Day, if the borrowing is of Eurocurrency
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 



 15
 









Noon,
New York City time, three Working Days prior to the requested Borrowing Date,
in the case of Eurocurrency Loans denominated in Dollars, (ii) prior to 12:00
Noon, Local Time, four Working Days prior to the requested Borrowing Date, in
the case of Foreign Currency Loans and (iii) prior to 12:00 Noon, New York City
time, on the requested Borrowing Date, in the case of ABR Loans.  Each such notice shall be given in writing or
by facsimile transmission substantially in the form of Exhibit A (with appropriate
insertions) or shall be given by telephone (specifying the information set
forth in Exhibit A) promptly confirmed by notice given in writing or by
facsimile transmission substantially in the form of Exhibit A (with appropriate
insertions).  On the day of receipt of
any such notice from either Borrower, the Administrative Agent (or Foreign
Currency Agent) shall promptly notify each Bank thereof.  Each Bank will make the amount of its share
of each borrowing available to the Administrative Agent in the applicable
Currency 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), Local 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
denominated in Dollars 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 Dollar Equivalent of the aggregate principal amount of
Loans and L/C Obligations 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 Dollar Equivalent of the
aggregate outstanding principal amount of all Loans and L/C Obligations does
not at any time exceed the aggregate amount of the Commitments.


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



 16
 









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.


(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 



 17
 









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.


(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.



 18
 









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


 



 19















2.4  Fees. 
(a)  The Company and the Capital
Corporation jointly and severally agree to pay to the Administrative Agent for
the account of each Bank a facility fee (i) from and including the Closing Date
to but excluding the date on which the Commitment of such Bank terminates
hereunder, computed at a per annum rate equal to the Facility Fee Rate on the
average daily amount of the Commitment of such Bank in effect during the period
for which payment is made and (ii) thereafter until all Committed Rate Loans of
such Bank are paid in full, computed at a per annum rate equal to the Facility
Fee Rate on the average daily amount of such Committed Rate Loans outstanding,
in each case, payable quarterly in arrears on the first Business Day of each
January, April, July and October of each year and on the Termination Date or
such earlier date on which the Commitments shall terminate as provided herein,
commencing in April, 2007.


(b)   The Company and the Capital
Corporation jointly and severally agree to pay to the Administrative Agent for
the account of each Bank a utilization fee (a “Utilization Fee”) at a
rate per annum equal to the applicable Utilization Fee Rate on the daily amount
of such Bank’s outstanding Committed Rate Loans for each day on which the
Utilization Percentage exceeds 50%.  Such
Utilization Fees shall be payable quarterly in arrears on the first Business
Day of each of January, April, July and October of each year and on the
Termination Date or such earlier date on which the Commitments shall terminate
as provided herein, commencing in April, 2007.


(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 30,
2007 from J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. to the
Borrowers.


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


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 and reduction of the L/C Obligations hereunder, together with
accrued interest on the amount so prepaid to the date of such prepayment, to
the extent, if any, that the Dollar Equivalent of the aggregate outstanding
principal amount of all Loans and L/C Obligations 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 payment of all L/C Obligations
(whether or not matured) together with accrued fees and interest thereon, 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 Reimbursement Obligation owed to such Bank
or unpaid facility fee then accrued hereunder, the payment of any Letter of
Credit interest and fees 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



 20
 









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 all L/C Obligations arising
in connection with Letters of Credit issued for the account of Capital
Corporation, together with the accrued interest and fees thereon, shall have
been paid in full, and notwithstanding any other provision of this Agreement,
(i) the Capital Corporation shall cease to be a party hereto or to have any
right or obligation hereunder, (ii) rights and obligations expressed herein to
be, in effect, of either the Company or the Capital Corporation or of both of
them, but not any such rights and obligations expressed herein to be of the
Capital Corporation only, shall be deemed to be rights and obligations of the
Company only and (iii) the Banks shall cease to have any right or obligation
hereunder which depends or is contingent upon any action, condition or
performance, or the absence thereof, whether past or present, of the Capital
Corporation other than any action, condition or performance, or the absence
thereof, of the Capital Corporation in its capacity as a Subsidiary, Significant
Subsidiary or Restricted Subsidiary hereunder; provided, however,
that the obligation of the Capital Corporation to make any payment pursuant to
subsection 2.13, 2.14, 2.15 or 2.17 which arises prior to the cancellation of
the ability of the Capital Corporation to borrow hereunder shall survive the
cancellation of the ability of the Capital Corporation to borrow hereunder.


2.6  Prepayments.  (a) 
Either Borrower may at any time and from time to time prepay its
Committed Rate Loans in whole or in part, without premium or penalty, but
subject to the provisions of subsection 2.14, upon at least three Working Days’
irrevocable notice (by 11:00 A.M. Local Time), in the case of Eurocurrency
Loans, or same day irrevocable notice in the case of ABR Loans, in each case to
the Administrative Agent, specifying the date and amount of prepayment and
whether the prepayment is of its Eurocurrency 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 (or comparable amounts
reasonably determined by the Administrative Agent in the case of Foreign
Currency Loans); 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 (or comparable amounts
reasonably determined by the Administrative Agent in the case of Foreign
Currency Loans).  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.


(b)   If, on any Calculation Date,
the Total Extensions of Credit outstanding on such date exceed the Total
Commitments, on such date, the Borrowers shall, without notice or demand,
within five Business Days (i) repay Loans and reduce L/C Obligations in an
aggregate principal amount such that, after giving effect thereto, the Total
Extensions of Credit shall be equal to or less than the Total Commitments and (ii)
pay interest and fees accrued to the date of such payment, prepayment or
reduction on the principal so prepaid or reduced and any amounts payable under
Section 2.14 in connection therewith.


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(a), prepayments in



 21
 









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 (or comparable amounts
reasonably determined by the Administrative Agent in the case of Foreign
Currency Loans) 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 (or comparable amounts
reasonably determined by the Administrative Agent in the case of Foreign
Currency Loans).


2.8  Committed Rate Loan Interest Rate and
Payment Dates.  (a)  The Eurocurrency 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 Eurocurrency
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 or Reimbursement
Obligations shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise) such overdue principal amount of such Committed Rate
Loan and Reimbursement Obligations (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 Eurocurrency Loan denominated in
Dollars, 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 denominated in Dollars of one Type into Committed Rate Loans
denominated in Dollars 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 Eurocurrency Loans may only
be made on the last day of an Interest Period with respect thereto.  Any such notice of conversion to Eurocurrency
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
Eurocurrency Loans and ABR Loans denominated in Dollars may be converted as
provided herein, provided that no Loan may be converted into a Eurocurrency
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 Eurocurrency 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 or the Foreign Currency Agent, as the case may be, 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 Eurocurrency 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
Eurocurrency Loan denominated in Dollars 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.  



 22
 









Upon
receipt of any such notice, the Administrative Agent or the Foreign Currency
Agent, as the case may be, shall promptly notify each Bank thereof.


2.10  Computation of Interest and Fees.  (a) 
Facility fees, Utilization Fees and interest in respect of ABR Loans
based upon clause (a) of the definition of ABR shall be calculated on the basis
of a 365- (or 366- as the case may be) day year for the actual days elapsed
(including the first day and excluding the last day).  Interest in respect of Eurocurrency Loans,
Bid Loans and ABR Loans based upon clause (b) of the definition of ABR and
Letter of Credit Fees 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), provided,
that interest in respect of Foreign Currency Loans denominated in Pounds
Sterling, shall be calculated on the basis of a 365- (or 366- as the case may
be) day year for actual days elapsed. The Administrative Agent shall promptly
notify the Borrowers and the Banks of each determination of a Eurocurrency
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 or the Foreign Currency Agent, as applicable, 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 or the Foreign Currency Agent, as
applicable, pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrowers and the Banks in the absence of manifest error.


2.11  Inability to Determine Interest Rate.  (a)  In
the event that the Administrative Agent or the Foreign Currency Agent, as
applicable, shall have determined (which determination shall be conclusive and
binding upon the Borrowers) that (i) by reason of circumstances affecting the
interbank eurodollar market generally, adequate and reasonable means do not
exist for ascertaining the Eurocurrency 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 Eurocurrency Loans or (ii) that deposits in the
applicable Currency are not generally available, or cannot be obtained by the
Banks, in the applicable market (any Foreign Currency affected by the
circumstances described in clause (i) or (ii) is referred to as an “Affected
Foreign Currency”), the Administrative Agent or the Foreign Currency Agent,
as applicable, 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 Eurocurrency Loans.  If such
notice is given, such Borrower may (A) 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 denominated in Dollars be made
as, continued as or converted into, as the case may be, ABR Loans, (B) request
that any outstanding Foreign Currency Loans in an Affected Foreign Currency be
converted, on the last day of the then-current Interest Period, to Dollar Loans
at the applicable Exchange Rate or (C) in the case of Loans denominated in an
Affected Foreign Currency requested to be made on the first day of such
Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the
case may be, by giving telephonic notice to the Administrative Agent or the
Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time)
one Business Day prior to 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 or the Foreign Currency Agent, as
applicable, 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
or, in the case of Foreign Currency Loans, shall be deemed to have requested
that the affected Loans be made as, continued as or converted into, as the case
may be, Dollar Loans which are ABR Loans. 
Until the notice given pursuant to the first sentence of this paragraph
has been withdrawn by the Administrative Agent or the Foreign Currency Agent,
as applicable, no further Eurocurrency Loans denominated in Dollars (in the
case of clause (i) above) or in an Affected Foreign Currency shall be made or
continued as such, nor shall the Borrower have the right to convert ABR Loans
to Eurocurrency Loans.



 23
 









(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 Eurocurrency 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, Reimbursement Obligations, 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) and Reimbursement Obligations at the Administrative Agent’s office
specified in subsection 10.2, in each case in the relevant Currency in which
the Loan was made (and in dollars in the case of Reimbursement Obligations) and
in immediately available funds not later than 11:00 A.M. (Local 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. (Local 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. (Local Time), the Administrative
Agent shall pay to each such Bank on demand an amount equal to the product of
(i) the daily average applicable Overnight Rate, 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 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 subsections 2.4 and 2.23, second, to interest then due and owing in
respect of the Loans (other than Negotiated Rate Loans) and Reimbursement
Obligations and third, to principal and Reimbursement Obligations then
due



 24
 









and
owing hereunder (other than principal due and owing under Negotiated Rate
Loans) and under the Loans (other than Negotiated Rate Loans) and Reimbursement
Obligations.  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) and Reimbursement
Obligations shall be made for the account of each Bank pro  rata
according to the respective amounts of principal, Reimbursement Obligations 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) and Reimbursement Obligations shall be
applied, first, to such of its Committed Rate Loan borrowings and
Reimbursement Obligations as such Borrower may designate, provided, however,
that if any such payment in respect of Committed Rate Loans 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 and Reimbursement Obligations 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 Eurocurrency 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 Eurocurrency Loan or
Index Rate Bid Loan becomes due and payable on a day other than a Working Day,
the maturity thereof shall be extended to the next succeeding Working Day
unless the result of such extension would be to extend such payment into another
calendar month in which event such payment shall be made on the immediately
preceding Working Day.  With respect to
any extension of the payment of principal pursuant to this subsection 2.12(c),
interest thereon shall be payable at the then applicable rate during such
extension.


(d)   Unless the Administrative
Agent shall have been notified in writing by any Bank prior to the date of the
Committed Rate Loan, Committed Rate Loans, Bid Loan or Bid Loans to be made by
such Bank (which notice shall be effective upon receipt) that such Bank will
not make its pro  rata share of the amount of the requested
borrowing on such date available to the Administrative Agent, the
Administrative Agent may assume that such Bank has made such amount available
to it on such date and the Administrative Agent may, in reliance upon such
assumption, make available to the relevant Borrower a corresponding
amount.  If a Bank shall make such amount
available to the Administrative Agent on a date after such Borrowing Date, such
Bank shall pay to the Administrative Agent on demand an amount equal to the
product of (i) the daily average applicable Overnight Rate, 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



 25
 









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 applicable
Overnight Rate, 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 or Letters of Credit under this Agreement or maintaining its Commitment
with respect to Committed Rate Loans or Letters of Credit or making or
maintaining any Eurocurrency Loans or any reduction in any amount receivable by
such Bank in respect of Eurocurrency Loans under this Agreement,
notwithstanding the reasonable efforts (such reasonable efforts not to result
in the incurrence of additional costs or expenses) of such Bank to mitigate
such increase or reduction (excluding for purposes of this subsection 2.13 any
such increased costs resulting from (x) Foreign Taxes (as to which subsection
2.17 shall govern) and (y) changes in the basis of taxation of overall net
income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Bank is organized or has its
applicable lending office or any political subdivision thereof), then the
relevant Borrower shall from time to time on receipt (whenever occurring) of a
certificate from such Bank (which shall be executed by an officer thereof and a
copy of which shall be delivered to the Administrative Agent) pay to such Bank
such amounts as are stated therein to be required to indemnify such Bank
against such increased costs or reduction; provided, however, that if
such Borrower becomes obligated to pay any Bank any additional amount pursuant
to this subsection 2.13(a), such Borrower shall have the right, so long as no
Event of Default has occurred and is then continuing, upon giving notice to the
Administrative Agent and such Bank in accordance with subsection 2.6, to prepay
in full the Loans of such Bank, together with accrued interest thereon, any
amounts payable to such Bank pursuant to subsections 2.13, 2.14, 2.15 and 2.17
and any accrued and unpaid facility fee, Letter of Credit Fee, Utilization Fee,
Reimbursement Obligations in respect of Letters of Credit 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 (and upon such cancellation, such
Bank’s participation in any then outstanding undrawn Letters of Credit shall
terminate) (it being understood that any partial cancellation of the Commitment
shall result in a corresponding reduction of such Bank’s participating interest
in respect of Letters of Credit); 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



 26
 









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 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, Letter of Credit Fee, Utilization Fee,
Reimbursement Obligations in respect of Letters of Credit 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 (and upon such cancellation, such
Bank’s participation in any then outstanding undrawn Letters of Credit shall
terminate) (it being understood that any partial cancellation of the Commitment
shall result in a corresponding reduction of such Bank’s participating interest
in respect of Letters of Credit) (but only if after giving effect to such
cancellation and prepayment the Total Extensions of Credit do not exceed the
Total Commitments).  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 



 27
 









any,
incurred by such Bank, as a result of the application to such Bank during any
period on which there are outstanding Eurocurrency Loans advanced by such Bank
to such Borrower of basic, supplemental, marginal and emergency reserves under
any regulations of the Board or other Governmental Authority having
jurisdiction with respect thereto dealing with reserve requirements prescribed
for eurocurrency funding (currently referred to as “Eurocurrency liabilities”
in Regulation D of such Board) maintained by a member bank of such System (any
such reserves dealing with reserve requirements prescribed for eurocurrency
funding being referred to as “Reserves”), such amount to be set forth in
a certificate of such Bank delivered to the relevant Borrower; provided,
however, that if a Bank gives to a Borrower the written notice
contemplated by the proviso set forth in the second following sentence, such
Borrower shall have the right, so long as no Event of Default has occurred and
is then continuing, upon giving notice to the Administrative Agent and such Bank
in accordance with subsection 2.6, to prepay in full the Loans of such Bank,
together with accrued interest thereon, any amounts payable pursuant to
subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee,
Letter of Credit Fee, Utilization Fee, Reimbursement Obligations in respect of
Letters of Credit 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 (and upon
such cancellation, such Bank’s participation in any then outstanding undrawn
Letters of Credit shall terminate) (it being understood that any partial
cancellation of the Commitment shall result in a corresponding reduction of
such Bank’s participating interest in respect of Letters of Credit).  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 Eurocurrency Loans during such
period and in any event shall not exceed the amount obtainable utilizing the
maximum Reserves prescribed by the Board or other Governmental Authority having
jurisdiction with respect thereto for such period.  Such payment shall be made within fifteen
days after receipt by the relevant Borrower of a certificate, signed by an
officer of the Bank delivering such certificate, which certificate shall be
binding and conclusive in the absence of demonstrable error, specifying the
period (prior to the date of such certificate) during which the cost set forth
therein was incurred by such Bank and stating (i) that such amount represents
the actual cost, or, if an accurate calculation of such cost is impracticable
stating that such amount represents such Bank’s reasonable estimate of the
actual cost, incurred by such Bank during such period as a result of the
application of Reserves to Eurocurrency liabilities of such Bank in an amount
equal to such Bank’s Eurocurrency Loans during such period and specified in
such certificate and (ii) that the amount set forth therein does not in any
event exceed the amount obtainable utilizing the maximum Reserves prescribed
for such period by the Board or such other Governmental Authority having
jurisdiction with respect thereto; provided that the obligation of the
Borrowers to pay any amounts pursuant to this subsection 2.13(c) shall apply
only in the case of those Banks that give to the relevant Borrower and the
Administrative Agent, no later than 3:00 P.M. (Local 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 Eurocurrency 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
Eurocurrency Loan.


(d)   If any Governmental
Authority of the jurisdiction of any Foreign Currency (or any other
jurisdiction in which the funding operations of any Bank shall be conducted
with respect to such Foreign Currency) shall put into effect after the date
hereof any reserve, liquid asset or similar requirement with respect to any
category of deposits or liabilities customarily used to fund loans in such
Foreign Currency (excluding any Reserves), or by reference to which interest
rates applicable to loans in 



 28
 









such
Foreign Currency are determined, and the result of such requirement shall be to
increase the cost to such Bank of making or maintaining any Foreign Currency
Loan in such Foreign Currency, and such Bank shall deliver to the Borrowers a
notice requesting compensation under this paragraph, then the Borrower will pay
to such Bank on each Interest Payment Date with respect to each affected Foreign
Currency Loan an amount that will compensate such Bank for such additional
cost; provided, that the Borrowers shall not be required to compensate a
Bank pursuant to this paragraph for any amounts incurred more than three months
prior to the date that such Banks notifies the Borrowers of such Bank’s
intention to claim compensation therefor; and provided  further
that, if the circumstances giving rise to such claim have a retroactive effect,
then such three-month period shall be extended to include the period of such
retroactive effect.  Notwithstanding the
foregoing, if a Bank gives to a Borrower the written notice contemplated by the
proviso set forth in the 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, Letter of Credit Fee,
Utilization Fee, Reimbursement Obligations in respect of Letters of Credit 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 (and upon such cancellation,
such Bank’s participation in any then outstanding undrawn Letters of Credit
shall terminate) (it being understood that any partial cancellation of the
Commitment shall result in a corresponding reduction of such Bank’s
participating interest in respect of Letters of Credit).  Such payment shall be made within fifteen
days after receipt by the relevant Borrower of a certificate, signed by an
officer of the Bank delivering such certificate, which certificate shall be
binding and conclusive in the absence of demonstrable error, specifying the
period (prior to the date of such certificate) during which the cost set forth
therein was incurred by such Bank and stating (i) that such amount represents
the actual cost, or, if an accurate calculation of such cost is impracticable
stating that such amount represents such Bank’s reasonable estimate of the
actual cost, incurred by such Bank during such period as a result of the
application of such reserve, liquid asset or similar requirements in an amount
equal to such Bank’s Foreign Currency 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 such reserves prescribed for such
period by such Governmental Authority having jurisdiction with respect thereto;
provided that the obligation of the Borrowers to pay any amounts
pursuant to this subsection 2.13(d) 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. (Local 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 Foreign Currency 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 Foreign Currency Loan.


(e)           Notwithstanding any other provision
of this Agreement, if, (A) the adoption of any law, rule or regulation after
the date of this Agreement, (B) any change in any law, rule or regulation or in
the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (C) compliance by any Bank with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement, shall
make it unlawful for any such Bank to make or maintain any Foreign Currency
Loan or to give effect to its obligations as contemplated hereby with respect
to any Foreign Currency Loan, then, by written notice to the Borrowers and to
the Administrative Agent:


(i)    such Bank or Banks may declare that Foreign
Currency Loans (in the affected Currency or Currencies) will not thereafter
(for the duration of such unlawfulness) be made by



 29















such Bank or Banks hereunder
(or be continued for additional Interest Periods), whereupon any request for a
Foreign Currency Loan (in the affected Currency or Currencies) or to continue a
Foreign Currency Loan (in the affected Currency or Currencies), as the case may
be, for an additional Interest Period) shall, as to such Bank or Banks only, be
of no force and effect, unless such declaration shall be subsequently
withdrawn; and


(ii)   such Bank may require that all outstanding Foreign Currency Loans
(in the affected Currency or Currencies), made by it be converted to ABR Loans
or Eurocurrency Loans denominated in Dollars, as the case may be (unless repaid
by the Borrowers), in which event all such Foreign Currency Loans (in the
affected Currency or Currencies) shall be converted to ABR Loans or
Eurocurrency Loans denominated in Dollars, as the case may be, as of the
effective date of such notice as provided in paragraph (f) below and at the
Exchange Rate on the date of such conversion or, at the option of the Borrower,
repaid on the last day of the then current Interest Period with respect thereto
or, if earlier, the date on which the applicable notice becomes effective.


In the event any Bank shall
exercise its rights under (i) or (ii) above, all payments and prepayments of
principal that would otherwise have been applied to repay the converted Foreign
Currency Loans of such Bank shall instead be applied to repay the ABR Loans or
Loans denominated in Dollars, as the case may be, made by such Bank resulting
from such conversion.


(f)    For purposes of Section
2.16(e), a notice to the Borrower by any Bank shall be effective as to each
Foreign Currency Loan made by such Bank, if lawful, on the last day of the
Interest Period currently applicable to such Foreign Currency Loan; in all
other cases such notice shall be effective on the date of receipt thereof by
the Borrower.


(g)   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 



 30
 









effective upon receipt) that
such Borrower does not intend to make such payment, the Administrative Agent
may assume that such Borrower has made such payment when due, and the
Administrative Agent may in reliance upon such assumption (but shall not be
required to) make available to each Bank on such payment date an amount equal
to the portion of such assumed payment to which such Bank is entitled
hereunder, and if such Borrower has not in fact made such payment to the Administrative
Agent, such Bank shall, on demand, repay to the Administrative Agent the amount
made available to such Bank together with interest thereon in respect of each
day during the period commencing on the date such amount was made available to
such Bank and ending on (but excluding) the date such Bank repays such amount
to the Administrative Agent, at a rate per annum equal to the applicable
Overnight Rate.  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 Majority 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
Termination Date then in effect 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 Majority 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, Letter of
Credit Fee, Utilization Fee, Reimbursement Obligations in respect of Letters of
Credit 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, Letter of Credit Fee
and other amount shall be paid on such expiration date.  In addition, the participating interest of
any Objecting Bank in any then outstanding undrawn Letters of Credit shall
terminate on such expiration date (it being understood that each Objecting Bank
shall remain liable to fund its participating interest in respect of any
Letters of Credit which are drawn upon by the beneficiary thereof prior to 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 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, Letter of Credit Fee, Utilization Fee, Reimbursement Obligations
in 



 31
 









respect
to Letters of Credit 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 (and upon
such cancellation, such Objecting Bank’s participation in any then outstanding
undrawn Letters of Credit shall terminate) (it being understood that any
partial cancellation of the Commitment shall result in a corresponding
reduction of such Objecting Bank’s participating interest in respect of Letters
of Credit) (but only if after giving effect to such cancellation or prepayment
the Total Extensions of Credit do not exceed the Total Commitments), provided
that during the period from the Closing Date through February 27, 2008
and, commencing February 28, 2008, 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.


(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,
Letter of Credit Fee, Utilization Fee, Reimbursement Obligations in respect to
Letters of Credit or other amounts payable to it hereunder and/or on giving not
less than three Business Days’ notice to any such Bank and the 



 32
 









Administrative
Agent, to cancel the whole or part of the Commitment of any such Bank (and upon
such cancellation, such Bank’s participation in any then outstanding undrawn
Letters of Credit shall terminate) (it being understood that any partial
cancellation of the Commitment shall result in a corresponding reduction of
such Bank’s participating interest in respect of Letters of Credit) (but only
if after giving effect to such cancellation or prepayment the Total Extensions
of Credit do not exceed the Total Commitments).


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


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


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


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



 33
 









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 $1,000,000,000 subject to subsection 2.20(f).  If any portion of the increased Commitments
offered to the Banks as contemplated in the immediately preceding sentence is
not subscribed for by the Banks, the Borrowers may, with the consent of the
Administrative Agent as to any bank or financial institution that is not at
such time a Bank (which consent shall not be unreasonably withheld or delayed),
offer to any existing Bank or to one or more additional banks or financial
institutions the opportunity to provide all or a portion of such unsubscribed
portion of the increased Commitments pursuant to paragraph (b) below.


(b)   Any additional bank or
financial institution that the Borrowers select to offer the opportunity to
provide any portion of the increased Commitments, and that elects to become a
party to this Agreement and provide a Commitment, shall execute a New Bank
Supplement with the Borrowers and the Administrative Agent, substantially in
the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or
financial institution (a “New Bank”) shall become a Bank for all
purposes and to the same extent as if originally a party hereto and shall be
bound by and entitled to the benefits of this Agreement, and Schedule II shall
be deemed to be amended to add the name and Commitment of such 



 34
 









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 Eurocurrency Loans, as the
applicable Borrower shall determine, so that, after giving effect thereto, the
ABR Loans and Eurocurrency 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.  In addition, on
each Re-Allocation Date, participating interests in then outstanding Letters of
Credit shall be adjusted to reflect the new Commitment Percentages.


(iii)          In the event that
on any such Re-Allocation Date there is an unpaid principal amount of
Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the
respective holders thereof until the expiration of their respective Interest
Periods (unless the applicable Borrower elects to prepay any thereof in
accordance with the applicable provisions of this Agreement), and on the last
day of the respective Interest Periods the applicable Borrower shall make
prepayments thereof and one or both Borrowers shall make borrowings of ABR
Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR
Loans and Eurocurrency 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 $4,750,000,000, (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 



 35
 









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.


2.21  Judgment Currency.  (a)  If, for the purpose
of obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange
used shall be that at which, in accordance with normal banking procedures in
the relevant jurisdiction, the first currency could be purchased with such
other currency on the Business Day immediately preceding the day on which final
judgment is given.


(b)           The obligations of the Borrowers in
respect of any sum due to any party hereto or any holder of the obligations
owing hereunder (the “Applicable Creditor”) shall, notwithstanding any
judgment in a currency (the “Judgment Currency”) other than the currency
in which such sum is stated to be due hereunder (the “Agreement Currency”),
be discharged only to the extent that, on the Business Day following receipt by
the Applicable Creditor of any sum adjudged to be so due in the Judgment
Currency, the Applicable Creditor may in accordance with normal banking
procedures in the relevant jurisdiction purchase the Agreement Currency with
the Judgment Currency; if the amount of the Agreement Currency so purchased is
less than the sum originally due to the Applicable Creditor in the Agreement
Currency, the Borrowers as a separate obligation and notwithstanding any such
judgment, agrees to indemnify the Applicable Creditor against such loss.  The obligations of the Borrowers contained in
this subsection 2.21 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.


2.22  Foreign Currency Exchange Rate.  (a)  No
later than 1:00 P.M., New York City time, on each Calculation Date with respect
to a Foreign Currency, the Administrative Agent (or the Foreign Currency Agent)
shall determine the Exchange Rate as of such Calculation Date with respect to
such Foreign Currency (it being acknowledged and agreed that the Administrative
Agent or the Foreign Currency Agent, as the case may be, shall use such
Exchange Rate for the purposes of determining compliance with subsection 2.1
with respect to such borrowing request). 
The Exchange Rates so determined shall become effective on the relevant
Calculation Date, shall remain effective until the next succeeding Calculation
Date and shall for all purposes of this Agreement (other than subsection
2.13(e) and subsection 2.21(a)) be the Exchange Rates employed in converting
any amounts between Dollars and Foreign Currencies.


(b)           No later than 5:00 P.M., New York
City time, on each Calculation Date, the Administrative Agent (or the Foreign
Currency Agent) shall determine the aggregate amount of the Dollar Equivalents
of the principal amounts of the Foreign Currency Loans then outstanding (after
giving effect to any Foreign Currency Loans to be made or repaid on such date).


(c)           The Administrative Agent shall
promptly notify the Borrowers of each determination of an Exchange Rate
hereunder.


2.23  Letters of Credit.  (a)  L/C Obligations. (i) 
Subject to the terms and conditions hereof, the Issuing Bank, in
reliance on the agreements of the other Banks set forth in subsection
2.23(d)(i), agrees to issue letters of credit (“Letters of Credit”) for
the account of a Borrower on any Business Day during the Commitment Period in
such form as may be approved from time to time by the Issuing Bank; provided
that the Issuing Bank shall not issue any Letter of Credit if, after giving
effect to 



 36
 









such issuance, (A) the L/C
Obligations would exceed the L/C Commitment or (B) the Total Extensions of
Credit would be greater than the Total Commitments (it being understood that
(a) rollovers and renewals of Letters of Credit and amendments which do not
increase the drawable amount of a Letter of Credit shall be deemed not to be
issuances for purposes of the preceding proviso and (b) the proviso will not be
violated if Total Extensions of Credit exceed Total Commitments as a result of
changes in Exchange Rates).  Each Letter
of Credit shall (1) be denominated in Dollars, and (2) expire no later than the
earlier of (x) the first anniversary of its date of issuance and (y) the date that
is five Business Days prior to the Termination Date, provided that any
Letter of Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date
referred to in clause (y) above).


(ii)           The Issuing Bank shall not at any time be obligated to
issue any Letter of Credit if such issuance would conflict with, or cause the
Issuing Bank or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.


(iii)          Existing Letters of Credit shall be deemed to be Letters of
Credit issued under this Agreement on the Closing Date.


(b)  Procedure for Issuance of
Letter of Credit.  A Borrower
may from time to time request that the Issuing Bank issue a Letter of Credit by
delivering to the Issuing Bank at its address for notices specified herein an
Application therefor, completed to the reasonable satisfaction of the Issuing
Bank, and such other certificates, documents and other papers and information
as the Issuing Bank may reasonably request. 
Upon receipt of any Application, the Issuing Bank will process such
Application and the certificates, documents and other papers and information
delivered to it in connection therewith in accordance with its reasonable
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Bank be required to issue any Letter
of Credit earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed to by the Issuing Bank
and such Borrower.  The Issuing Bank
shall furnish a copy of such Letter of Credit to the applicable Borrower
promptly following the issuance thereof. 
The Issuing Bank shall promptly furnish to the Administrative Agent,
which shall in turn promptly furnish to the Banks, notice of the issuance of
each Letter of Credit (including the amount thereof).


(c)  Fees and Other Charges.  (i) 
Each Borrower will pay a fee on all outstanding Letters of Credit issued
for its account at a per annum rate equal to the Letter of Credit Fee, shared
ratably among the Banks and payable quarterly in arrears on the first Business
Day of each January, April, July and October of each year after the issuance
date and on the Termination Date or such earlier date on which the Commitments
shall terminate as provided herein.  In
addition, each Borrower shall pay to the Issuing Bank for its own account a
fronting fee in an amount to be agreed between each Borrower and the Issuing
Bank, not to exceed 0.125% per annum, on the undrawn and unexpired amount of
each Letter of Credit, payable quarterly in arrears on each date on which the
Letter of Credit Fee is payable.


(ii)            In addition to the foregoing fees, the Borrowers shall
pay or reimburse the Issuing Bank for such normal and customary costs and
expenses as are incurred or charged by the Issuing Bank in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.


(d)  L/C Participations.   (i) 
The Issuing Bank irrevocably agrees to grant and hereby grants to each
L/C Participant, and, to induce the Issuing Bank to issue Letters of Credit,
each L/C Participant irrevocably agrees to accept and purchase and hereby
accepts and purchases from the Issuing 



 37
 









Bank, on the terms and
conditions set forth below, for such L/C Participant’s own account and risk an
undivided interest equal to such L/C Participant’s Commitment Percentage in the
Issuing Bank’s obligations and rights under and in respect of each Letter of
Credit and the amount of each draft paid by the Issuing Bank thereunder.  Each L/C Participant agrees with the Issuing
Bank that, if a draft is paid under any Letter of Credit for which the Issuing
Bank is not reimbursed in full by the Borrowers in accordance with the terms of
this Agreement, such L/C Participant shall pay to the Issuing Bank upon demand
at the Issuing Bank’s address for notices specified herein an amount equal to
such L/C Participant’s Commitment Percentage of the amount of such draft, or
any part thereof, that is not so reimbursed. 
Each L/C Participant’s obligation to pay such amount shall be absolute
and unconditional and shall not be affected by any circumstance, including (i)
any setoff, counterclaim, recoupment, defense or other right that such L/C
Participant may have against the Issuing Bank, the Borrowers or any other
Person for any reason whatsoever, (ii) the occurrence or continuance of a
Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 4, (iii) any adverse change in the condition
(financial or otherwise) of the Borrowers, (iv) any breach of this Agreement by
the Borrowers or any other L/C Participant or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


(ii)           If any amount required to be paid by any L/C Participant
to the Issuing Bank pursuant to subsection 2.23(d)(i) in respect of any
unreimbursed portion of any payment made by the Issuing Bank under any Letter
of Credit is paid to the Issuing Bank within three Business Days after the date
such payment is due, such L/C Participant shall pay to the Issuing Bank on
demand an amount equal to the product of (i) such amount, times (ii) the daily
average applicable Overnight Rate during the period from and including the date
such payment is required to the date on which such payment is immediately
available to the Issuing Bank, times (iii) a fraction the numerator of which is
the number of days that elapse during such period and the denominator of which
is 360.  If any such amount required to
be paid by any L/C Participant pursuant to subsection 2.23(d)(i) is not made
available to the Issuing Bank by such L/C Participant within three Business
Days after the date such payment is due, the Issuing Bank shall be entitled to
recover from such L/C Participant, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to ABR
Loans.  A certificate of the Issuing Bank
submitted to any L/C Participant with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error.


(iii)          Whenever, at any time after the Issuing Bank has made
payment under any Letter of Credit and has received from any L/C Participant
its pro  rata share of such payment in accordance with subsection
2.23(d)(i), the Issuing Bank receives any payment related to such Letter of
Credit (whether directly from the Borrowers or otherwise, including proceeds of
collateral applied thereto by the Issuing Bank), or any payment of interest on
account thereof, the Issuing Bank will distribute to such L/C Participant its pro
rata share thereof; provided, however, that in the event
that any such payment received by the Issuing Bank shall be required to be
returned by the Issuing Bank, such L/C Participant shall return to the Issuing
Bank the portion thereof previously distributed by the Issuing Bank to it.


(iv)          Upon any
cancellation of the Commitment of a Bank pursuant to subsection 2.13, 2.16 or
2.17, any replacement of a Cancelled Bank pursuant to subsection 2.19 or any
increase in the Commitments pursuant to subsection 2.20, the participating
interests in then outstanding Letters of Credit shall be re-allocated among the
Banks to give effect to their respective Commitment Percentages as in effect
after such cancellation, replacement or increase, and payment of fees payable
pursuant to subsection 2.23(c) shall be made so as to give effect to such
reallocation.



 38
 









(e)  Reimbursement Obligation
of the Borrowers.  If any draft is paid under any Letter of
Credit, the Borrower for whose account such Letter of Credit was issued shall
reimburse the Issuing Bank for the amount of (a) the draft so paid and (b) any
taxes, fees, charges or other costs or expenses incurred by the Issuing Bank in
connection with such payment, not later than 12:00 Noon, Local Time, on the
second Business Day following the Business Day that such Borrower receives
notice of such draft.  Each such payment
shall be made to the Issuing Bank at its address for notices referred to herein
in Dollars and in immediately available funds. 
Interest shall be payable on any such amounts from the date on which the
relevant draft is paid until payment in full is made by the Borrower at the
rate set forth in (x) subsection 2.8(b), until the second Business Day next
succeeding the date of the relevant notice and (y) subsection 2.8(c), thereafter.


(f)  Obligations Absolute.  The obligations of the Borrowers under this
subsection 2.23 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment that the Borrowers may have or have had against the Issuing Bank, any
beneficiary of a Letter of Credit or any other Person.  The Borrowers also agree with the Issuing
Bank that the Issuing Bank shall not be responsible for, and the Reimbursement
Obligations of the Borrowers under subsection 2.23(e) shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrowers
and any beneficiary of any Letter of Credit or any other party to which such
Letter of Credit may be transferred or any claims whatsoever of the Borrowers
against any beneficiary of such Letter of Credit or any such transferee.  The Issuing Bank shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Issuing Bank.  The Borrowers agree that any action taken or
omitted by the Issuing Bank under or in connection with any Letter of Credit or
the related drafts or documents, if done in the absence of gross negligence or
willful misconduct, shall be binding on the Borrowers and shall not result in
any liability of the Issuing Bank to the Borrowers.


(g)  Letter of Credit Payments.  If any draft shall be presented for payment
under any Letter of Credit, the Issuing Bank shall promptly notify the Borrower
for whose account such Letter of Credit was issued of the date and amount
thereof.  The responsibility of the
Issuing Bank to the Borrowers in connection with any draft presented for
payment under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.


(h)  Applications.  To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Agreement, the provisions of this Agreement shall apply.


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, 2006
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



 39















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, 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 issuance of the Letters of Credit, 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).



 40
 









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


3.8  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 Extensions of Credit.  The obligation of each Bank to make Loans and
of the Issuing Bank to issue Letters of Credit 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 Agreement.  The Administrative
Agent shall have received evidence satisfactory to it that the commitment of
each financial institution to make loans pursuant to the $3,000,000,000
Five-Year Credit Agreement, dated as of February 14, 2006 (the “Existing
Credit Agreement”), among the Borrowers, the lenders parties thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Credit
Suisse, 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, 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,
2006, at the date of such certificate 



 41
 









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 Extensions of Credit.  The obligation of each Bank to make Loans and
of the Issuing Bank to issue Letters of Credit (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 or the date of such issuance of
such Letter of Credit, as applicable, 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 such Loan or issuance of such Letter of Credit, as applicable, to be made on such date and the application
of the proceeds thereof.


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


Each acceptance by either
Borrower of a Loan, each issuance of a Letter of Credit and each increase in
the drawable amount of any Letter of Credit for the account of a Borrower,
shall constitute a representation and warranty by the relevant Borrower as of
the date of such Loan or issuance of such Letter of Credit, as applicable, 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 obligation of the
Issuing Bank to issue Letters of Credit hereunder, any Loan of such Borrower
remains outstanding and unpaid, any Letter of Credit remains outstanding or any
other amount is owing by such Borrower to any Bank, the Issuing 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:



 42
 









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


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


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


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


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


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


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


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



 43
 









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


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


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


SECTION
6.                                NEGATIVE COVENANTS OF THE COMPANY


The Company hereby agrees
that, so long as there is any obligation by any Bank to make Loans hereunder,
any obligation of the Issuing Bank to issue Letters of Credit hereunder, any
Loan remains outstanding and unpaid, any Letter of Credit remains outstanding
or any other amount is owing to any Agent, the Issuing Bank 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 



 44
 









encumbrance (hereinafter
called “Mortgage” or “Mortgages”) upon any Important Property, or
upon any shares of stock or indebtedness issued or incurred by any Restricted
Subsidiary (whether such Important Property, shares of stock or indebtedness is
now owned or hereafter acquired) without in any such case effectively providing,
concurrently with the issuance, incurrence, assumption or guaranty of any such
Debt, that the Loans and all other amounts hereunder (together with, if the
Company shall so determine, any other indebtedness of or guaranty by the
Company or such Restricted Subsidiary ranking equally with the Loans then
existing or thereafter created) shall be secured equally and ratably with or
prior to such Debt; provided, however, that the foregoing restrictions shall
not apply to:


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



 45
 









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


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


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


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


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


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



 46
 









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
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



 47
 









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 obligation of the Issuing Bank
to issue Letters of Credit hereunder, any Loan of the Capital Corporation
remains outstanding and unpaid, any Letter of Credit remains outstanding or any
other amount is owing by the Capital Corporation to any Bank, the Issuing 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 9.5 to 1.


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


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


(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



 48
 









course
of business, or (iii) with any governmental agency, which deposit or pledge is
required or permitted to qualify the Capital Corporation or a Subsidiary of the
Capital Corporation to conduct business, to maintain self-insurance, or to
obtain the benefits of any law pertaining to workmen’s compensation,
unemployment insurance, old age pensions, social security, or similar matters,
or (iv) made in the ordinary course of business to obtain the release of
mechanics’, workmen’s, repairmen’s, warehousemen’s or similar liens, or the
release of property in the possession of a common carrier;


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


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


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


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


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


(i)    any Mortgage securing
Securitization Indebtedness;


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


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


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



 49















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 or Reimbursement Obligation when due in
accordance with the terms hereof or to pay any interest on any Loan or
Reimbursement Obligation, in each case within two Business Days after any such
amount becomes due in accordance with the terms hereof or shall fail to pay any
other amount payable hereunder within five Business Days after any such other
amount becomes due in accordance with the terms thereof or hereof; or


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


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


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


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


(f)    (i)  Either Borrower or any of its Significant
Subsidiaries shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief 



 50
 









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


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


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


then, and in any such event,
(A) if such event is an Event of Default specified in paragraph (f) above,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented
the documents required thereunder) 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 (including all amounts of L/C Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) to be due and payable forthwith,
whereupon the same shall immediately become due and payable.  With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of
an acceleration pursuant to this paragraph, the Borrowers shall at such time
deposit in a cash collateral account opened by the Administrative Agent an
amount equal to the aggregate then undrawn and unexpired amount of such Letters
of Credit.  Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully 



 51
 









drawn upon, if any, shall be
applied to repay other obligations of the Borrowers hereunder.  After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Borrowers hereunder shall have been
paid in full, the balance, if any, in such cash collateral account shall be
returned to the Borrowers (or such other Person as may be lawfully entitled
thereto).  Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of
any kind are hereby expressly waived with respect to this Agreement by the
Borrowers.


SECTION
9.                                THE AGENTS


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


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


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


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


9.3  Exculpatory Provisions.  Neither any Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall
be (i) liable to any Bank for any action lawfully taken or omitted to be taken
by it or such Person under or in connection with this Agreement (except for its
or such Person’s own gross negligence or willful 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



 52
 









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.


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 willful misconduct. 
The 



 53
 









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 and with respect to any Letter of Credit issued or participated in
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
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
Reimbursement Obligation, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof, or reduce the rate of
any fee payable hereunder or extend the time of payment thereof, in each case,
without the written consent of (i) with respect to any such change to any
Committed Rate Loan, each Bank directly affected thereby and (ii) with respect
to any such change to any Bid Loan, the Bank which made such Bid Loan, or (b)
change the amount of any Bank’s Commitment or the terms of its obligation to
make Loans hereunder (other than in accordance with subsection 2.20), or amend,
modify or waive the pro rata treatment and payment provisions of subsection
2.12(b), or amend, modify or waive any provision of this subsection 10.1 or
reduce the percentage specified in the definition of Majority Banks or Required
Banks, or consent to the assignment or transfer by either Borrower of any of
its rights and obligations under this Agreement, in each case without the
written consent of each Bank, or (c) amend, modify or waive any provision of
Section 9 without the written consent of the then Administrative Agent and, if
applicable, any other Agent affected by such amendment, modification or waiver,
or (d) extend the Termination Date with respect to any Bank without the written
consent of such Bank; and provided, further, however, that no
such waiver, amendment, supplement or modification shall waive, amend,
supplement or otherwise modify subsection 2.16 or Section 8(B)(2) without the
written consent of the Required Banks or (e) amend, modify or waive any
provision of subsection 2.23 without the written consent of the Issuing
Bank.  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



 54
 









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
the maturity of such Negotiated Rate Loan or reduction of the principal amount
thereof; provided, further, that such Borrower and such Bank shall not extend
the maturity of such Negotiated Rate Loan beyond the last day of the Commitment
Period.


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


The
Borrowers:


	
  

  	
  The Company:

  	
   

  	
  Deere & Company

  Attention: Treasurer

  One John Deere Place 

  Moline, Illinois 61265 

  Telephone: 309-765-5344 

  Facsimile: 309-765-5021

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Capital
  Corporation:

  	
   

  	
  John Deere Capital Corporation

  Attention: Manager 

  1 East First Street 

  Suite 600 

  Reno, Nevada 89501 

  Telephone: 775-786-5527 

  Facsimile: 775-786-4145

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  	
  Deere & Company 

  Attention: Treasurer 

  One John Deere Place 

  Moline, Illinois 61265 

  Telephone: 309-765-5344

  Facsimile: 309-765-5021

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The
  Administrative Agent:

  	
   

  	
  JPMorgan Chase Bank, N.A. 

  Attention: Randolph Cates 

  270 Park Avenue 

  New York, New York 10017 

  Telephone: 212-270-8997 

  Facsimile: 212-270-6637

  	
   

  



 



 55
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  	
  JPMorgan Chase Bank, N.A. 

  Attention: Talitha Humes 

  1111 Fannin Street, 10th Floor 

  Houston, Texas 77002 

  Telephone: 713-750-6190 

  Facsimile: 713-750-2782

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Foreign
  Currency Agent:

  	
   

  	
  J.P. Morgan Europe Limited 

  125 London Wall 

  London, EC2Y 5AJ 

  England 

  Telephone: +44 20 7777 2360/2085 

  Facsimile: +44 20 7777 2355

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To any other
  Bank:

  	
   

  	
  To it at its address (or facsimile number) set forth
  

  in its Administrative Questionnaire

  	
   

  



 


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


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


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


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



 56
 









connection
with investigating or defending any such loss, claim, damage or liability,
subject to the following paragraph.  This
indemnity agreement shall be in addition to any liability which either Borrower
may otherwise have.


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


(d)   Notwithstanding any other
provision contained in this subsection 10.4, (i) the Borrowers shall not be
liable for any settlement, compromise or consent to the entry of any order
adjudicating or otherwise disposing of any loss, claim, damage or liability
effected without their consent and (ii) after the Borrowers have assumed the
defense of any loss, claim, damage or liability under the preceding paragraph
with respect to any Bank, they will not settle, compromise or consent to entry
of any order adjudicating or otherwise disposing thereof (1) if such
settlement, compromise or order involves the payment of money damages, except
if the Borrowers agree with such Bank to pay such money damages, and, if not
simultaneously paid, to furnish such Bank with satisfactory evidence of their
ability to pay such money damages, and (2) if such settlement, compromise or
order involves any relief against such Bank, other than the payment of money
damages, except with the prior written consent of such Bank.


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



 57
 









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
(including any affiliate of the Issuing Bank that issues any Letter of Credit),
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, the Issuing Bank 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 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



 58
 









banks
or other financial institutions (“Purchasing Banks”), all or any portion
(subject to the last sentence of this subsection 10.5(d)) of its rights (which
rights may include such Bank’s rights in respect of Loans it has disbursed) and
obligations under this Agreement, with the prior written consent (such consent
not to be unreasonably withheld) of (i) the Borrowers and (ii) the Issuing
Bank.  Such sale shall be made pursuant
to a Commitment Transfer Supplement, executed by such Purchasing Bank and such
transferor Bank (and, in the case of a Purchasing Bank that is not then a Bank
or an affiliate thereof, by the Borrowers and the Administrative Agent), and
delivered to the Administrative Agent for its acceptance and recording in the
Register.  Upon such execution, delivery,
acceptance and recording, from and after the Transfer Effective Date specified
in such Commitment Transfer Supplement, (i) the Purchasing Bank thereunder
shall be a party hereto with respect to the interest purchased and, to the
extent provided in such Commitment Transfer Supplement, have the rights and
obligations of a Bank hereunder with a Commitment as set forth therein, and
(ii) the transferor Bank thereunder shall cease to have those rights and
obligations under this Agreement to which the Purchasing Bank has succeeded
(and, in the case of a Commitment Transfer Supplement covering all or the
remaining portion of a transferor Bank’s rights and obligations under this
Agreement, such transferor Bank shall cease to be a party hereto).  Such Commitment Transfer Supplement shall be
deemed to amend this Agreement to the extent, and only to the extent, necessary
to reflect the addition of such Purchasing Bank and the resulting adjustment of
Commitments and Commitment Percentages arising from the purchase by such
Purchasing Bank of a portion of the rights and obligations of such transferor
Bank under this Agreement.  On or
promptly after the Transfer Effective Date specified in such Commitment
Transfer Supplement, the Purchasing Bank and the Administrative Agent, on
behalf of such Purchasing Bank, shall open and maintain in the name of each
Borrower a Loan Account with respect to such Purchasing Bank’s Committed Rate
Loans and Bid Loans to such Borrower. 
Anything contained in this Agreement to the contrary notwithstanding, no
Bank may sell any portion of its rights and obligations under this subsection
10.5(d) to any bank or financial institution without the prior written consent
of the Borrowers if, after giving effect to such sale or at the time of such
sale, as the case may be, (i) the Commitment of either of the selling and
purchasing institutions would be greater than $0 but less than $5,000,000, (ii)
the Purchasing Bank, together with all of its affiliates, would have a
Commitment Percentage of more than 15% (or, if the Commitments shall have been
terminated, such Purchasing Bank, together with all of its affiliates, would
hold Loans aggregating to more than 15% in principal amount of all outstanding
Loans), (iii) the Credit Rating of any Purchasing Bank shall be less than BBB+
from S&P or less than Baa1 from Moody’s or such Purchasing Bank shall have
no Credit Rating or (iv) the Purchasing Bank is not a bank, insurance company,
other financial institution or an Affiliate of any thereof that is engaged in
making, purchasing, holding or investing in bank loans or similar extensions of
credit in the ordinary course of its business.


(e)   The Administrative Agent
shall maintain at its address referred to in subsection 10.2 a copy of each
Loan Assignment and each Commitment Transfer Supplement delivered to it and a
register (the “Register”) for the recordation of (i) the names and
addresses of the Banks and the Commitment of, and principal amount of the Loans
(other than Negotiated Rate Loans) and L/C Obligations 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, the Issuing Bank 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, the Issuing Bank or any Bank or Loan Assignee at any reasonable
time and from time to time upon reasonable prior notice.


(f)    Upon
its receipt of a Loan Assignment executed by an assignor Bank and a Loan
Assignee and an Administrative Questionnaire from the Assignor Bank if it is
not then a Bank, together with payment to the Administrative Agent (by the
assignor Bank or the Loan Assignee, as agreed between



 59















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


(g)   The Company authorizes each
Bank to disclose to any Participant, Loan Assignee or Purchasing Bank (each, a “Transferee”)
and any prospective Transferee any and all financial information in such Bank’s
possession concerning the Borrowers and their Subsidiaries which has been
delivered to such Bank by or on behalf of the Borrowers pursuant to this
Agreement or in connection with such Bank’s credit evaluation of the Borrowers
and their Subsidiaries prior to becoming a party to this Agreement, provided
that with respect to confidential data or information described in subsection
10.7, such confidential data may be disclosed only to (i) a Purchasing Bank
and/or (ii) any other Transferee or prospective Transferee with the Borrowers’
prior written consent, which consent shall not be unreasonably withheld with
respect to prospective Participants, Participants, prospective Loan Assignees
and Loan Assignees; provided, however, that such Bank shall not
disclose any such confidential data or information pursuant to this subsection
10.5(g) unless (i) it has notified the Purchasing Bank or other Transferee or
potential Transferee that such data or information are confidential, such notification
to be in writing if such data or information are disclosed in writing and
orally if such data or information are disclosed orally, and (ii) such
Purchasing Bank, Transferee or potential Transferee has agreed in writing to be
bound by the provisions of subsection 10.7.


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



 60
 









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 outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof.  In
addition, notwithstanding anything to the contrary contained in this subsection
10.5(k) any SPC may (i) with notice to, but without the prior written consent
of, the Company and the Administrative Agent and without paying any processing
fee therefor, assign all or a portion of its interests in any Loans to the
Granting Bank or to any financial institutions (consented to by the Company and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.  This subsection 10.5(k) may not be amended
without the written consent of the SPC.


10.6  Adjustments.  Except as otherwise provided in this
Agreement, if any Bank (a “benefitted Bank”) shall at any time receive
any payment of all or part of its Committed Rate Loans or L/C Obligations,  or interest thereon or facility fee or
letter of credit 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 L/C
Obligations, or interest thereon, or facility fee or letter of credit 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 L/C Obligations,
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 or L/C Obligations
may exercise



 61
 









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;


(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



 62
 









Borrowers, the Agents and
the Banks irrevocably waives any objection, including without limitation, any
objection to the laying of venue or based on the grounds of forum non
conveniens which it may now or hereafter have to the bringing of any such action
or proceeding in any such jurisdiction. 
Nothing herein shall affect the right to serve process in any other
manner permitted by law or shall limit the right of any Agent or any Bank to
bring proceedings against the Borrowers in the courts of any other
jurisdiction.


10.11  USA Patriot Act.


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



 63














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, N.A.,

  As Administrative Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  BANK OF AMERICA, N.A.,

  as a Syndication Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  DEUTSCHE BANK AG,

  as a Syndication Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  CITIBANK, N.A.,

  as a Documentation Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  CREDIT SUISSE,

  as a Documentation Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  MERRILL LYNCH BANK USA,

  as Co-Documentation Agent
  and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  HSBC BANK USA, NATIONAL
  ASSOCIATION,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  ROYAL BANK OF CANADA,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  TD SECURITIES (USA) LLC,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 















	
  

  	
  BARCLAYS BANK PLC,

  as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  BNP PARIBAS,

  as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  WACHOVIA BANK NATIONAL
  ASSOCIATION,

  as a Bank  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  WELLS FARGO BANK, NATIONAL
  ASSOCIATION,

  as a Bank  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  MELLON BANK, N.A.,

  as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  BANCO BILBAO VIZCAYA
  ARGENTARIA,

  as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  THE BANK OF NEW YORK,

  as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  BANK OF TOKYO-MITSUBISHI
  UFJ, LTD.,

  CHICAGO BRANCH,

  as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  WESTPAC BANKING
  CORPORATION,

  as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 











 


	
  

  	
  BANCO SANTANDER CENTRAL
  HISPANO, SA, 

  NEW YORK BRANCH,

  as a Bank  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 















	
  

  	
  FIFTH THIRD BANK, 

  as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
     Title:

  



 











 


	
  

  	
  U.S. BANK, NATIONAL ASSOCIATION, 

  as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
     Title:

  



 











 


	
  

  	
  NORDEA BANK FINLAND PLC, 

  as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
     Title:

  



 















SCHEDULE I


TERMS OF SUBORDINATION


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


SUBORDINATION


Section 1.  Agreement to Subordinate.


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


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


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


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


(b)            any payment or distribution of assets of the Capital
Corporation of any kind or character, whether in cash, property or securities,
to which the holders of the Securities or any trustee therefor would be
entitled except for the provisions of this Article shall be paid by the
liquidating trustee or agent or other person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior
Indebtedness may have 











been
issued, ratably according to the aggregate amounts remaining unpaid on account
of the principal of (and premium, if any) and interest, Utilization Fee,
facility fee and letter of credit fees 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.


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 and letter of credit fees on Senior Indebtedness
has been made or duly provided for in money or money’s worth.















SCHEDULE II


COMMITMENTS


	
  Bank

  	
   

  	
  Commitment

  	
   

  
	
  JPMorgan Chase Bank,
  N.A.

  	
   

  	
  $

  	
  375,000,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  325,000,000

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  325,000,000

  	
   

  
	
  Credit Suisse

  	
   

  	
  $

  	
  325,000,000

  	
   

  
	
  Deutsche Bank AG

  	
   

  	
  $

  	
  325,000,000

  	
   

  
	
  Merrill Lynch Bank USA

  	
   

  	
  $

  	
  325,000,000

  	
   

  
	
  HSBC Bank USA, National
  Association

  	
   

  	
  $

  	
  250,000,000

  	
   

  
	
  Royal Bank of Canada

  	
   

  	
  $

  	
  250,000,000

  	
   

  
	
  TD Securities (USA) LLC

  	
   

  	
  $

  	
  230,000,000

  	
   

  
	
  Barclays Bank PLC

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  Wachovia Bank National
  Association

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  Wells Fargo Bank,
  National Association

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  Mellon Bank, N.A.

  	
   

  	
  $

  	
  115,000,000

  	
   

  
	
  Banco Bilbao Vizcaya
  Argentaria

  	
   

  	
  $

  	
  85,000,000

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  Bank of Tokyo-Mitsubishi UFJ, Ltd.,
  Chicago Branch

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  Westpac Banking
  Corporation

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  Banco Santander Central
  Hispano, SA, New York Branch

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  Fifth Third Bank

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  U.S. Bank, National
  Association

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  Nordea Bank Finland PLC

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  3,750,000,000

  	
   

  



 















SCHEDULE
III


MANDATORY COSTS


1.                                 Mandatory Cost is
an addition to the interest rate to compensate Banks for the cost of compliance
with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of
its functions) or (b) the requirements of the European Central Bank.


2.                                 On the first day
of each Interest Period (or as soon as possible thereafter) the Administrative
Agent shall calculate, as a percentage rate, a rate (the “Additional Cost
Rate”) for each Bank, in accordance with the paragraphs set out below.  The Mandatory Cost will be calculated by the
Administrative Agent as a weighted average of the Banks’ Additional Cost Rates
(weighted in proportion to the percentage participation of each Bank in the
relevant Loan) and will be expressed as a percentage rate per annum.


3.                                 The Additional
Cost Rate for any Bank lending from a Facility Office in a Participating Member
State will be the percentage notified by that Bank to the Administrative
Agent.  This percentage will be certified
by that Bank in its notice to the Administrative Agent to be its reasonable
determination of the cost (expressed as a percentage of that Bank’s
participation in all Loans made from that Facility Office) of complying with
the minimum reserve requirements of the European Central Bank in respect of
loans made from that Facility Office.


4.                                 The Additional
Cost Rate for any Bank lending from a Facility Office in the United Kingdom
will be calculated by the Administrative Agent as follows:


	
   

  	
  

  	
  per cent. per annum

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Where:

  	
   

  
				



 


A                           is the percentage of Eligible Liabilities
(assuming these to be in excess of any stated minimum) which that Bank is from
time to time required to maintain as an interest free cash ratio deposit with
the Bank of England to comply with cash ratio requirements.


B                             is the percentage rate of interest (excluding
the Applicable Margin and the Mandatory Cost) payable for the relevant Interest
Period on the Loan.


C                             is the percentage (if any) of Eligible
Liabilities which that Bank is required from time to time to maintain as
interest bearing Special Deposits with the Bank of England.


D                            is the percentage rate per annum payable by
the Bank of England to the Administrative Agent on interest bearing Special
Deposits.


E                              is designed to compensate Banks for amounts
payable under the Fees Rules and is calculated by the Administrative Agent as
being the average of the most recent rates of 











 


charge supplied by the Reference Banks to the Administrative Agent
pursuant to paragraph 7 below and expressed in pounds per £1,000,000.


5.                                 For the purposes
of this Schedule:


(a)                                      “Eligible
Liabilities” and “Special Deposits” have the meanings given to them
from time to time under or pursuant to the Bank of England Act 1998 or (as may
be appropriate) by the Bank of England;


(b)                                     “Facility
Office” means, as to any Bank, the office or offices of such Bank through
which it is making or has made Loans under this Agreement denominated in Pounds
Sterling;


(c)                                      “Fees Rules”
means the rules on periodic fees contained in the FSA Supervision Manual or
such other law or regulation as may be in force from time to time in respect of
the payment of fees for the acceptance of deposits;


(d)                                     “Fee Tariffs”
means the fee tariffs specified in the Fees Rules under the activity group A.1
Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant
to the Fees Rules but taking into account any applicable discount rate);


(e)                                      “Reference Banks” means the
principal London offices of JPMorgan Chase Bank, N.A., [Bank of America, N.A.
and Deutsche Bank AG] or such other banks as may be appointed by the
Administrative Agent in consultation with the Borrowers. and


(f)                                        “Tariff Base”
has the meaning given to it in, and will be calculated in accordance with, the
Fees Rules.


6.                                 In application of
the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as
0.05).  A negative result obtained by
subtracting D from B shall be taken as zero. 
The resulting figures shall be rounded to four decimal places.


7.                                 If requested by the Administrative Agent, each
Reference Bank shall, as soon as practicable after publication by the Financial
Services Authority, supply to the Administrative Agent, the rate of charge
payable by that Reference Bank to the Financial Services Authority pursuant to
the Fees Rules in respect of the relevant financial year of the Financial
Services Authority (calculated for this purpose by that Reference Bank as being
the average of the Fee Tariffs applicable to that Reference Bank for that
financial year) and expressed in pounds per £1,000,000 of the Tariff Base of
that Reference Bank.


8.                                 Each Bank shall supply any information required by the
Administrative Agent for the purpose of calculating its Additional Cost
Rate.  In particular, but without
limitation, each Bank shall supply the following information on or prior to the
date on which it becomes a Bank:


(a)                                      the jurisdiction of its Facility Office; and


 











 


(b)                                     any other
information that the Administrative Agent may reasonably require for such
purpose.


Each Bank shall promptly
notify the Administrative Agent of any change to the information provided by it
pursuant to this paragraph.


9.                                 The percentages
of each Bank for the purpose of A and C above and the rates of charge of each
Reference Bank for the purpose of E above shall be determined by the
Administrative Agent based upon the information supplied to it pursuant to paragraphs
7 and 8 above and on the assumption that, unless a Bank notifies the
Administrative Agent to the contrary, each Bank’s obligations in relation to
cash ratio deposits and Special Deposits are the same as those of a typical
bank from its jurisdiction of incorporation with a Facility Office in the same
jurisdiction as its Facility Office.


10.                           The
Administrative Agent shall have no liability to any person if such
determination results in an Additional Cost Rate which over or under
compensates any Bank and shall be entitled to assume that the information
provided by any Bank or Reference Bank pursuant to paragraphs 3, 7 and 8 above
is true and correct in all respects.


11.                           The
Administrative Agent shall distribute the additional amounts received as a result
of the Mandatory Cost to the Banks on the basis of the Additional Cost Rate for
each Bank based on the information provided by each Bank and each Reference
Bank pursuant to paragraphs 3, 7 and 8 above.


12.                           Any determination
by the Administrative Agent pursuant to this Schedule in relation to a formula,
the Mandatory Cost, an Additional Cost Rate or any amount payable to a Bank
shall, in the absence of manifest error, be conclusive and binding on all
parties.


13.                           The
Administrative Agent may from time to time, after consultation with the
Borrowers and the Banks, determine and notify to all parties any amendments
which are required to be made to this Schedule in order to comply with any
change in law, regulation or any requirements from time to time imposed by the
Bank of England, the Financial Services Authority or the European Central Bank
(or, in any case, any other authority which replaces all or any of its
functions) and any such determination shall, in the absence of manifest error,
be conclusive and binding on all parties.


 















EXHIBIT A


[FORM OF BORROWING NOTICE]


_________, 20__


JPMorgan Chase Bank, N.A.,
   as Administrative Agent under the 
     Credit Agreement referred to below

1111 Fannin Street, 10th Floor

Houston, Texas 77002

Attention:  Talitha Humes


Ladies and Gentlemen:


Pursuant
to subsection 2.1(c) of the $3,750,000,000 Five-Year Credit Agreement, dated as
of February 28, 2007, among DEERE & COMPANY, JOHN DEERE CAPITAL
CORPORATION, the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as
Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE, as Documentation
Agents, MERRILL LYNCH BANK USA, as Co-Documentation Agent, and BANK OF AMERICA,
N.A. and DEUTSCHE BANK AG, 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             , 20  
as follows:




	
  (1) 
  Total Amount of Committed Rate Loans

  	
  $____________

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  (2)  Requested Currency

  	
  _____________

  	 

	
   

  	
   

  	 

	
  (3)  Amount of (1) to be
  allocated to Eurocurrency Loans

  	
  $____________

  	 

	
   

  	
   

  	 

	
  (4)  Amount of (1) to be
  allocated to ABR Loans

  	
  $____________

  	 

	
   

  	
   

  	 

	
  (5)  Interest Periods and
  amounts to be allocated thereto in respect of Eurocurrency Loans (amounts
  must total (3)):

  	
   

  	 

	
   

  	
   

  	 

	
            (i)  one month

  	
  $____________

  
	
   

  	
   

  
	
            (ii) 
  two months

  	
  $____________

  
	
   

  	
   

  
	
            (iii)  three months

  	
  $____________

  
	
   

  	
   

  
	
            (v) 
  six months

  	
  $____________

  
	
   

  	
   

  
	
  Total Eurocurrency 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 (OR THE FOREIGN CURRENCY EQUIVALENT IN THE CASE OF FOREIGN CURRENCY
LOANS) 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 (OR THE FOREIGN
CURRENCY EQUIVALENT IN THE CASE OF FOREIGN CURRENCY LOANS).


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:

  	
   

  



 


 


 















EXHIBIT B


[FORM OF BID LOAN REQUEST]


                    ,
20     


JPMorgan Chase Bank, N.A., 
   as Administrative Agent under the
Credit 
     Agreement referred to below 

1111 Fannin Street, 10th Floor

Houston, Texas 77002

Attention:  Talitha Humes


Ladies and Gentlemen:


Reference is made to the
$3,750,000,000 Five-Year Credit Agreement, dated as of February 28, 2007, among
DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, the Banks parties thereto,
JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT
SUISSE, as Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation
Agent, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG, 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.


 















EXHIBIT C


[FORM OF BID LOAN OFFER]


_______,
20__


JPMorgan Chase Bank, N.A.,
   as Administrative Agent
     under the Credit Agreement referred
to below

1111 Fannin Street, 10th Floor

Houston, Texas 77002

Attention:  Talitha Humes


Ladies and Gentlemen:


Reference is made to the
$3,750,000,000 Five-Year Credit Agreement, dated as of February 28, 2007, among
DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, the Banks parties thereto,
JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT
SUISSE, as Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation
Agent, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG, 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:  _________________, 20__


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 Eurocurrency Rate.


 















EXHIBIT D


[FORM OF BID LOAN
CONFIRMATION]


                     ,
20     


JPMorgan Chase Bank, N.A.,


  as Administrative Agent 
     under the Credit Agreement
referred  to below

1111 Fannin Street, 10th Floor

Houston, Texas 77002

Attention:  Talitha Humes


Ladies and Gentlemen:


Reference is made to the
$3,750,000,000 Five-Year Credit Agreement, dated as of February 28, 2007, among
DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, the Banks parties thereto,
JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT
SUISSE, as Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation
Agent, and BANK OF AMERICA, N.A. and DEUTSCHE BANK AG, 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                      ,
20     [Borrowing Date] under said subsection 2.2 in the
(respective) amount(s) set forth on the attached list of Bid Loans offered.


Very
truly yours,

[DEERE & COMPANY]

[JOHN DEERE CAPITAL CORPORATION]


By:                                                                                               

Title:


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
















EXHIBIT E


[FORM OF LOAN ASSIGNMENT]


LOAN ASSIGNMENT


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


W  I  T  N  E  S
S  E  T  H :


WHEREAS, this Loan Assignment
is being executed and delivered in accordance with subsection 10.5(c) of the
$3,750,000,000 Five-Year Credit Agreement, dated as of February 28, 2007 among
DEERE & COMPANY (the “Company”), JOHN DEERE CAPITAL CORPORATION (the
“Capital Corporation”), the Banks parties thereto, JPMORGAN CHASE BANK,
N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE, as
Documentation Agents, MERRILL LYNCH BANK USA, as Co-Documentation Agent, and
BANK OF AMERICA, N.A. and DEUTSCHE BANK AG, as Syndication Agents (as the same
may be amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”; terms defined therein being used herein as therein defined);
and


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


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


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


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


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


 













 


Loan Assignee under the Loan; the Assignor Bank will
immediately pay over to the Loan Assignee any such amounts received by it, in
like funds as received.


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


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


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


 



 E-2
 









 


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: 

  	
   

  	
   

  [Bid Loan or Negotiated Rate Loan]

  
	
   

  	
   

  	
  b.Principal
  Amount of Loan:

  	
   

  	
   

  
	
  Item 6

  	
   

  	
  (Payment Instructions):

  	
   

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

  
	
  Item 7

  	
   

  	
  (Signatures):

  	
   

  	
   

  



 


_____________________________,
as

Assignor Bank


By:  _____________________________

Title:


____________________________,
as

Loan Assignee


By:  ____________________________

Title:


 















ACCEPTED
FOR RECORDATION

IN REGISTER:


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent


	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  



 
















EXHIBIT F


[FORM OF COMMITMENT TRANSFER
SUPPLEMENT]


COMMITMENT TRANSFER
SUPPLEMENT


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


W  I  T  N  E  S
S  E  T  H :


WHEREAS, this Commitment
Transfer Supplement is being executed and delivered in accordance with
subsection 10.5(d) of the $3,750,000,000 Five-Year Credit Agreement, dated as
of February 28, 2007, among the Company, the Capital Corporation, the
Transferor Bank and the other Banks party thereto, JPMorgan Chase Bank, N.A.,
as Administrative Agent, Citibank, N.A. and Credit Suisse, as Documentation
Agents, Merrill Lynch Bank USA, as Co-Documentation Agent, and Bank of America,
N.A. and Deutsche Bank AG, as Syndication Agents (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”;
terms defined therein being used herein as therein defined);


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


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


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


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


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


 













 


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


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


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


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


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


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


8.  By executing and delivering this Commitment
Transfer Supplement, the Transferor Bank and each Purchasing Bank confirm to
and agree with each other and the Administrative Agent and the Banks as
follows:  (i) other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned hereby free and clear of any adverse claim, the
Transferor Bank makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any other instrument or
document furnished pursuant thereto or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, the
Committed Rate Loans or any other instrument or document furnished pursuant
thereto; (ii) the Transferor Bank makes no representation or warranty and 


 



 F-2
 









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 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.


 



 F-3
 









 


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

  
	
   

  	
  Transferor Bank

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  , as

  
	
   

  	
  Transferor Bank

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 
















	
  CONSENTED TO AND ACKNOWLEDGED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [DEERE & COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  JOHN DEERE CAPITAL CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [ISSUING BANK]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Title:]*

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED FOR RECORDATION

  	
   

  
	
     IN REGISTER:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.,

  	
   

  
	
     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, N.A., as Administrative Agent


Deere & Company and

John Deere Capital Corporation


Ladies
and Gentlemen:


This opinion is furnished to you pursuant to subsection 4.1(c) of the
$3,750,000,000 Five-Year Credit Agreement dated as of February 28, 2007 (the “Credit
Agreement”) among Deere & Company (the “Company”), John Deere
Capital Corporation (the “Capital Corporation”, the Company and the
Capital Corporation being referred to herein individually as a “Borrower” and
collectively as the “Borrowers”), the Banks parties thereto, JPMorgan
Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Credit Suisse, as
Documentation Agents, Merrill Lynch Bank USA, as Co-Documentation Agent, and
Bank of America, N.A. and Deutsche Bank AG, 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.


	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  James R. Jenkins

  



 



 G-2















EXHIBIT H


[FORM OF OPINION OF SPECIAL
NEW YORK COUNSEL

TO THE BORROWERS]


[Closing
Date]


To each of the Banks parties
to the

Credit Agreement referred to below and

to JPMorgan Chase Bank, N.A., as

Administrative Agent


Deere & Company

John Deere Capital Corporation


Ladies and Gentlemen:


We have acted as New York
counsel to Deere & Company, a Delaware corporation (the “Company”)
and John Deere Capital Corporation, a Delaware corporation (the “Capital
Corporation”, the Company and the Capital Corporation being referred to
herein as the “Borrowers”), in connection with the $3,750,000,000
Five-Year Credit Agreement, dated as of February 28, 2007 (the “Credit
Agreement”), among the Banks parties thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, Citibank, N.A. and Credit Suisse, as Documentation
Agents, Merrill Lynch Bank USA, as Co-Documentation Agent, and Bank of America,
N.A. and Deutsche Bank AG, as Syndication Agents.  Unless otherwise defined herein, terms defined
in the Credit Agreement are used herein as therein defined.


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


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


(A)         The genuineness of all signatures.


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


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


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


(E)          That:


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


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













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


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


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


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


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


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


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


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


Our opinion expressed above
is subject to the following qualifications:


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


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



 H-2
 









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


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


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


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


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


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


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


This opinion letter speaks
only as of the date hereof.  We expressly
disclaim any responsibility to advise you of any development or circumstance of
any kind, including any change of law or fact, that may occur after the date of
this opinion letter even though such development or circumstance may affect the
legal analysis, a legal conclusion or any other matter set forth in or relating
to this opinion letter.


Very truly yours,


SHEARMAN & STERLING
LLP



 H-3














EXHIBIT I


[FORM OF EXTENSION REQUEST]


	
   

  	
                                                
  , 20__

  	
   

  



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

1111 Fannin, 10th Floor

Houston, Texas 77002

Attention:  Talitha Humes


Ladies and Gentlemen:


Reference is made to the
$3,750,000,000 Five-Year Credit Agreement, dated as of February 28, 2007, among
Deere & Company, John Deere Capital Corporation, the Banks parties thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Credit
Suisse, as Documentation Agents, Merrill Lynch Bank USA, as Co-Documentation
Agent, and Bank of America, N.A. and Deutsche Bank AG, as Syndication Agents
(as the same may be amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”). 
Terms defined in the Credit Agreement are used herein as therein
defined.


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


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  DEERE & COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOHN DEERE CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
				



 















EXHIBIT J


[FORM OF W-8BEN TAX LETTER]


[To be sent in DUPLICATE and
accompanied

by TWO executed copies of Form W-8BEN of

the Internal Revenue Service]


[Bank’s Letterhead]


	
  

  	
                                    ,
  20    

  	
   

  



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:                               $3,750,000,000 Five-Year Credit Agreement 

dated as of February 28, 2007 with Deere & 

Company and John Deere Capital Corporation


Ladies and Gentlemen:


In connection with the
$3,750,000,000 Five-Year Credit Agreement, dated as of February 28, 2007, among
Deere & Company, John Deere Capital Corporation, the Banks parties thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent,  Citibank, N.A. and Credit Suisse, as
Documentation Agents, Merrill Lynch Bank USA, as Co-Documentation Agent, and
Bank of America, N.A. and Deutsche Bank AG, as Syndication Agents, we hereby represent
and warrant that [name of Bank, address] is a [name of Country] corporation and
is currently exempt from any U.S. federal withholding tax on payments to it
from U.S. sources by virtue of compliance with the provisions of the Income Tax
Convention between the United States and [name of Country] signed [date], [as
amended].  Our fiscal year is the twelve
months ending [________________].


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


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


	
  

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF BANK]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
    Title:

  



 


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















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]


	
  

  	
                                      ,
  20   

  



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:                               $3,750,000,000 Five-Year Credit Agreement

dated as of February 28, 2007 with Deere & 

Company and John Deere Capital Corporation


Ladies and Gentlemen:


In connection with the above
$3,750,000,000 Five-Year Credit Agreement, dated as of February 28, 2007, among
Deere & Company, John Deere Capital Corporation, the Banks parties thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Credit
Suisse, as Documentation Agents, Merrill Lynch Bank USA, as Co-Documentation
Agent, and Bank of America, N.A. and Deutsche Bank AG, as Syndication Agents,
we hereby represent and warrant that [name of Bank, address] is a [corporation]
and is entitled to exemption from U.S. federal withholding tax on payments to
it under the Agreement by virtue of Section 1441(c)(1) of the Internal Revenue
Code of the United States of America and Treasury Regulation Section
1.1441-4(a) thereunder.


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


	
  

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  [NAME OF BANK]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
    Title:

  
				



 


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


 
















EXHIBIT L


[FORM OF AGREEMENT]


THIS AGREEMENT, dated as of
_____, 20__ (“Agreement”), among Deere & Company (the “Company”),
John Deere Capital Corporation (the “Capital Corporation”), ____________
(“New Bank”) and JPMorgan Chase Bank, N.A., as Administrative Agent for
the Existing Banks referred to below.


W  I  T  N  E  S
S  E  T  H :


WHEREAS, the Company, the
Capital Corporation, the several financial institutions parties thereto (the “Existing
Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A.
and Credit Suisse, as Documentation Agents, Merrill Lynch Bank USA, as
Co-Documentation Agent, and Bank of America, N.A. and Deutsche Bank AG, as
Syndication Agents are parties to the $3,750,000,000 Five-Year Credit
Agreement, dated as of February 28, 2007 (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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eurocurrency Loans

  	
   

  	
   

  
	
   

  	
   

  	
  1

  	
   

  	
   

  
	
   

  	
   

  	
  2

  	
   

  	
   

  
	
   

  	
   

  	
  3

  	
   

  	
   

  














 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABR Loans

  	
   

  	
  N/A

  
	
  III

  	
   

  	
  Bid Loans

  	
   

  	
   

  
	
   

  	
   

  	
  1

  	
   

  	
   

  
	
   

  	
   

  	
  2

  	
   

  	
   

  
	
   

  	
   

  	
  3

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Negotiated Rate Loans

  	
   

  	
   

  
	
   

  	
   

  	
  1

  	
   

  	
   

  
	
   

  	
   

  	
  2

  	
   

  	
   

  
	
   

  	
   

  	
  3

  	
   

  	
   

  



 


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


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


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


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


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






*                                         As appropriate for New or Existing Banks.


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


***                           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-2
 









 


 


(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 Eurocurrency 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 Eurocurrency Loans, bears to
all of the outstanding Eurocurrency 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 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






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


 



 L-3
 









exemption from United States
backup withholding tax, and (iii) agrees to provide the Administrative Agent
and the Borrowers a new Form [W-8BEN] and Form [W-8ECI], or successor
applicable form or other manner of certification, on or before the date that
any such letter or form expires or becomes obsolete or after the occurrence of
any event requiring a change in the most recent letter and form previously
delivered by it, certifying in the case of a Form [W-8BEN] [W-8ECI] that it is
entitled to receive payments under the Credit Agreement without deduction or
withholding of any United States federal income tax, and in the case of a Form
[W-8BEN] establishing exemption from United States backup withholding tax.]*


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


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






*          Use for non-Existing Banks.


 



 L-4
 









 


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


	
  

  	
  DEERE &
  COMPANY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JOHN DEERE
  CAPITAL CORPORATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF NEW
  BANK]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Address]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE
  BANK, N.A., as

             Administrative
  Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 



 L-5














EXHIBIT M


[FORM OF BID LOAN OR
NEGOTIATED RATE LOAN NOTE]


PROMISSORY NOTE


$                                                                                                                                                                       New
York, New York
                                                                                                                                                                                                     ,
20   


FOR VALUE RECEIVED, the
undersigned, [DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION], a Delaware
corporation (the “Borrower”), hereby promises to pay on [insert maturity
date or dates] to the order of
                     
(the “Bank”) at the office of [JPMorgan Chase Bank, N.A. located at 270
Park Avenue, New York, New York 10017 -- for Bid Loan Note] [Name
and address of Bank -- for Negotiated Rate Loan Note], in lawful
money of [the United States of America] and in immediately available funds, the
principal sum of
                     [DOLLARS
($                  )].  The undersigned further agrees to pay
interest in like money at such office on the unpaid principal amount hereof
from time to time from the date hereof [at the rate of
       % per annum -- for Bid
Loan Note] [specify rate for Negotiated Rate Loan Note] (calculated on the
basis of a year of 360 days and actual days elapsed) until the due date hereof
(whether at the stated maturity, by acceleration, or otherwise) and thereafter
at the rates determined or agreed in accordance with subsection 2.2(e) of the
$3,750,000,000 Five-Year Credit Agreement, dated as of February 28, 2007 (the “Credit
Agreement”), among the Borrower, [Deere & Company] [John Deere Capital
Corporation], the Bank, the other financial institutions parties thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Credit
Suisse, as Documentation Agents, Merrill Lynch Bank USA, as Co-Documentation
Agent, and Bank of America, N.A. and Deutsche Bank AG, 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 $3,750,000,000 Five-Year
Credit Agreement (as in effect on the date hereof, the “Credit Agreement”)
dated as of February 28, 2007, among Deere & Company (the “Company”),
John Deere Capital Corporation, the banks and other financial institutions from
time to time party thereto (each a “Bank,” and together, the “Banks”),
JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative
Agent”) for the Banks, Citibank, N.A. and Credit Suisse, as Documentation
Agents, Merrill Lynch Bank USA, as Co-Documentation Agent, and Bank of America,
N.A. and Deutsche Bank AG, 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 

______________, 20__


DEERE
& COMPANY


By:                                                                               
 Title:


JOHN
DEERE CAPITAL CORPORATION


By:                                                                               
 Title:


Accepted this _____ day of 

______________, 20__


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent


By:                                                                               
 Title:


 



 N-3














EXHIBIT O


FORM OF

COMMITMENT INCREASE SUPPLEMENT


SUPPLEMENT, dated _______
20__, to the $3,750,000,000 Five-Year Credit Agreement (as in effect on the
date hereof, the “Credit Agreement”) dated as of February 28, 2007,
among Deere & Company (the “Company”), John Deere Capital
Corporation, the banks and other financial institutions from time to time party
thereto (each a “Bank,” and together, the “Banks”), JPMorgan
Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative
Agent”), Citibank, N.A. and Credit Suisse, as Documentation Agents, Merrill
Lynch Bank USA, as Co-Documentation Agent, and Bank of America, N.A. and
Deutsche Bank AG, 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

  	
   

  
	
  ______________, 20__

  	
   

  
	
   

  	
   

  
	
  DEERE & COMPANY

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  JOHN DEERE CAPITAL CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  Accepted this _____ day of

  	
   

  
	
  ______________, 20__

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.,

  	
   

  
	
  as
  Administrative Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  



 















EXHIBIT P


Please see attached Letter of Credit Application.