EXHIBIT 4.5
CUSIP NO. ____________
ISIN NUMBER. US ____________
No. 1
JOHN DEERE B.V.
______ Notes due _______
Unconditionally Guaranteed by Deere & Company
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
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JOHN DEERE B.V., a corporation organized and existing under the
laws of The Netherlands (herein referred to as the "COMPANY", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of $ _______ on _________ (the "MATURITY DATE") (except to the
extent redeemed prior to the Maturity Date under the circumstances specified
herein), and to pay interest thereon from ________ or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on _______ and ________ of each year (each, an "INTEREST PAYMENT
DATE") commencing ____________, at __________ per annum, until the principal
hereof is paid or duly provided for payment. Any payment of principal or
interest required to be made on a day that is not a Business Day (as defined
below) shall be made on the next succeeding Business Day with the same force and
effect as if made on such day, and no additional interest shall accrue on the
amount so payable as a result of such delayed payment.
Interest payable on each Interest Payment Date will include
interest accrued from and including __________, or from and including the most
recent Interest Payment Date in respect of which interest has been paid or duly
provided for to, but excluding, the next succeeding Interest Payment Date. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture (referred to herein), be paid to
the person (the "HOLDER") in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the ____________ and
____________ preceding the respective Interest Payment Date (a "REGULAR RECORD
DATE"). Any such interest not so punctually paid or duly provided for
("DEFAULTED INTEREST") will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on a special record date (the "SPECIAL RECORD DATE") for the payment of such
Defaulted Interest to be fixed by the Trustee (referred to herein), notice
whereof shall be given to the Holder of this Note not less than ten days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner, all as more fully provided in the Indenture.
For purposes of this Note, "BUSINESS DAY" means any day, other
than a Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York.
To secure the due and punctual payment of principal, any
premium, any interest and Additional Amounts on this Note by the Company
under the Indenture, when and as the same shall become due and payable,
whether at the Maturity Date, by declaration of acceleration, call for
redemption or otherwise, Deere & Company has unconditionally guaranteed the
Notes pursuant to the terms of the Guarantee endorsed hereon and in Section
XVI of the Indenture referred to herein (the "GUARANTEE").
Until this Note is paid in full or payment therefor in full is
duly provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of New York (which, unless
otherwise specified above, shall be the "PLACE OF
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PAYMENT"). The Company has initially appointed The Chase Manhattan Bank
(National Association), at its office in The City of New York as Paying Agent.
Payment of the principal of this Note on the Maturity Date will
be made against presentation of this Note at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts. So long as
this Note remains in book-entry form, all payments of principal and interest
will be made by the Company in immediately available funds.
The Notes are not subject to the operation of any sinking fund.
Interest on this Note will be computed on the basis of a 360-day
year of twelve 30-day months.
GENERAL. This Note is one of a duly authorized issue of
securities (herein called the "SECURITIES") of the Company, issued and to be
issued in one or more series under an indenture, dated as of March 30, 2001, as
it may be supplemented from time to time (herein called the "INDENTURE"), among
the Company, Deere & Company, a Delaware corporation (the "GUARANTOR") and The
Chase Manhattan Bank, Trustee (herein called the "TRUSTEE", which term includes
any successor trustee under the Indenture with respect to a series of which this
Note is a part), to which Indenture and all indentures supplemental thereto,
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one of
a duly authorized series of Securities designated as "________ Notes due
_________, Unconditionally Guaranteed by Deere & Company" (collectively, the
"Notes").
REDEMPTION. The Company may at its option redeem this Note in
whole at 100% of the unpaid principal amount hereof, together with accrued
interest, if any, to the Redemption Date, under the circumstances described
below. The Company may exercise such option by causing the Trustee to mail a
notice of such redemption at least 30 but not more than 60 days prior to the
Redemption Date.
This Note may be redeemed at the option of the Company or the
Guarantor (or their successors) in whole but not in part at any time at a
redemption price as determined in the paragraph above, if (i) the Company or the
Guarantor is or would be required to pay Additional Amounts as a result of any
change in or amendment to the laws or any regulations or rulings promulgated
thereunder of The Netherlands (or in the case of a successor person to the
Company, of the jurisdiction in which such successor person is organized or any
political subdivision or taxing authority thereof or therein) or any change in
the official application or interpretation of such laws, regulations or rulings,
or any change in the official application or interpretation of, or any execution
of or amendment to, any treaty or treaties affecting taxation to which The
Netherlands (or such other jurisdiction or political subdivision or taxing
authority) is a party, which change, execution or amendment becomes effective on
or after the date of
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issuance of such series pursuant to Section 301(7) of the Indenture (or in the
case of a successor Person to the Company, the date on which such successor
Person became such or in the case of an assumption by the Guarantor or its
Subsidiaries of obligations of the Company under the Securities, the date of
such assumption), or (ii) as a result of any change in the official application
or interpretation of, or any execution of or amendment to, any treaty or
treaties affecting taxation to which The Netherlands (or in the case of a
successor Person to the Company, to which the jurisdiction in which such
successor Person is organized or any political subdivision or taxing authority
thereof or therein) is a party, which change, execution or amendment becomes
effective on or after a date on which the Guarantor or any of its Subsidiaries
(an "INTERCOMPANY DEBTOR") borrows money from the Company, the Intercompany
Debtor is or would be required to deduct or withhold tax on any payment to the
Company to enable the Company to make any payment of principal, any premium, any
interest, and the payment of such Additional Amounts, in the case of clause (i),
or such deductions or withholding, in the case of clause (ii), cannot be avoided
by the use of any reasonable measures available to the Company, the Guarantor or
the Intercompany Debtor. Prior to the giving of notice of redemption of such
Securities pursuant to the Indenture, the Company will deliver to the Trustee an
Officers' Certificate, stating that the Company is entitled to effect such
redemption and setting forth in reasonable detail a statement of circumstances
showing that the conditions precedent to the right of the Company to redeem such
Securities have been satisfied.
Further, if, pursuant to Section 801(4) of the Indenture, a
Person into which the Company is merged or to whom the Company has conveyed,
transferred or leased its properties or assets has been or would be required
to pay any Additional Amounts as provided in the Indenture, each series of
Securities may be redeemed at the option of such Person in whole, but not in
part, at any time, at a redemption price as determined in the first paragraph
under this Section - "Redemption". Prior to the giving of notice of
redemption of such Securities pursuant to the Indenture, such Person shall
deliver to the Trustee an Officers' Certificate, stating that such person is
entitled to effect such redemption and setting forth in reasonable detail a
statement of circumstances showing that the conditions precedent to the right
of such person to redeem such Securities have been satisfied.
MODIFICATION AND WAIVERS; ASSUMPTION; OBLIGATION OF THE COMPANY
ABSOLUTE. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series. Such amendment may be effected under the Indenture at any time by
the Company, the Guarantor and the Trustee with the consent of the Holders of
not less than a majority in aggregate principal amount of Outstanding Securities
affected thereby. The Indenture also contains provisions permitting the Holders
of not less than a majority in aggregate principal amount of the Outstanding
Securities at the time, on behalf of the Holders of all Outstanding Securities,
to waive compliance by the Company and the Guarantor with certain provisions of
the Indenture. Furthermore, provisions in the Indenture permit the Holders of
not less than a majority in aggregate principal amount of all Outstanding
Securities of any individual series to waive on behalf of all of the Holders of
Securities of such individual series certain past defaults under the Indenture
and their consequences. Any such consent or waiver shall be conclusive and
binding upon the Holder of this Note and upon all
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future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
The securities are unsecured and rank PARI PASSU with all other
unsecured and unsubordinated indebtedness of the Company.
The Guarantor, or any of its Subsidiaries, may directly assume,
by a supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of,
any premium and interest on and any Additional Amounts with respect to all the
Securities and the performance of every covenant of the Indenture on the part of
the Company to be performed or observed. Upon any such assumption, the Guarantor
or such Subsidiary shall succeed to, and be substituted for and may exercise
every right and power of, the Company under the Indenture with the same effect
as if the Guarantor or such Subsidiary had been named as the Company therein,
and the Company shall be released from all obligations and covenants with
respect to the Securities. No such assumption shall be permitted unless the
Guarantor has delivered to the Trustee (i) an Officers' Certificate and an
Opinion of Counsel, each stating that such assumption and supplemental indenture
comply with the Indenture, and that all conditions precedent herein provided for
relating to such transaction have been complied with and that, in the event of
assumption by a Subsidiary, the Guarantee and all other covenants of the
Guarantor in the Indenture remain in full force and effect and (ii) an opinion
of independent counsel that the Holders of Securities or related coupons
(assuming such Holders are only taxed as residents of the United States) shall
have no materially adverse United States federal tax consequences as a result of
such assumption, and that, if any Securities are then listed on the New York
Stock Exchange, that such Securities shall not be delisted as a result of such
assumption.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company or
the Guarantor (in the event the Guarantor is obligated to make payments in
respect of this Note), which is absolute and unconditional, to pay the principal
of, any premium, any interest and Additional Amounts on this Note at the times,
place and rate, and in the coin or currency herein prescribed.
DEFEASANCE AND COVENANT DEFEASANCE. The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of the
Company and the Guarantor on this Note and (b) certain restrictive covenants and
the related defaults and Events of Default, upon compliance by the Company and
the Guarantor with certain conditions set forth therein, which provisions apply
to this Note.
AUTHORIZED DENOMINATIONS. This Note is issuable only in
registered form without coupons in denominations of $1,000 or any amount in
excess thereof which is an integral multiple of $1,000.
REGISTRATION OF TRANSFER. As provided in the Indenture and
subject to certain limitations herein and therein set forth, the transfer of
this Note is registrable in the Security
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Register upon surrender of this Note for registration of transfer at a Place of
Payment for the series of Securities of which this Note forms a part, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company, and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
As provided in the Indenture and subject to certain limitations
herein and therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of different authorized denominations, as requested by
the Holders surrendering the same.
This Note is a Global Security. If the Depository is at any time
unwilling or unable to continue as depository and a successor depository is not
appointed by the Company within 60 days following notice to the Company, or (ii)
an Event of Default occurs, the Company will issue Securities in certificated
form in exchange for this Global Security. In addition, the Company may at any
time, and in its sole discretion, determine not to have Securities represented
by a Global Security and, in such event, will issue Securities in certificated
form in exchange in whole for this Global Security. In any such instance, an
owner of a beneficial interest in this Global Security will be entitled to
physical delivery in certificated form of Securities equal in principal amount
to such beneficial interest and to have such Securities registered in its name.
Securities so issued in certificated form will be issued in denominations of
$1,000 or any amount in excess thereof which is an integral multiple of $1,000
and will be issued in registered form only, without coupons.
No service charge shall be made for any such registration of
transfer or exchange, but the Company or the Guarantor, as the case may be, may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor or the Trustee shall treat the Person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment of principal
of, any premium, any interest on this Note and for all other purposes
whatsoever, whether or not this Note be overdue, and none of the Company, the
Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee
shall be affected by notice to the contrary.
ADDITIONAL AMOUNTS. All payments of, or in respect of,
principal of and any premium and interest on the Securities, and all payments
pursuant to the Guarantee, shall be made without withholding or deduction
for, or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of
The Netherlands or any political subdivision or taxing authority thereof or
therein, unless such taxes, duties, assessments or governmental charges are
required by The Netherlands or any such subdivision or authority to be
withheld or deducted. In that event, the Company or the Guarantor, as
applicable, will pay such additional amounts of, or in respect of, principal,
any premium and interest ("ADDITIONAL AMOUNTS") as will result (after
deduction of such taxes, duties, assessments or governmental charges and any
additional taxes, duties, assessments
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or governmental charges payable in respect of such) in the payment to the
Holder hereof of the amounts which would have been payable in respect of this
Note or the Guarantee, as the case may be, had no such withholding or
deduction been required, except that no Additional Amounts shall be so
payable for or on account of:
(1) any tax, duty, assessment or other governmental charge imposed
by the United States or any political subdivision or taxing authority thereof
or therein;
(2) any tax, duty, assessment or other governmental charge which
would not have been imposed but for (A) the existence of any present or former
connection between the Holder hereof or a third party on behalf of such Holder
by reason of its (or between a fiduciary, settlor, beneficiary, member,
shareholder or possessor of a power over the Holder hereof, if such Holder is
an estate, trust, partnership or corporation) having some present or former
connection with The Netherlands, including, being or having been a citizen or
resident of The Netherlands, or being or having been engaged in a trade or
business or present therein or having or having had a permanent establishment
therein, but not including the mere holding or ownership of a debt security or
(B) the presentation of this Note or the Guarantee thereof for payment more than
30 days after the date on which such payment became due or was provided for,
whichever is later;
(3) any estate, inheritance, gift, sale, transfer, personal property
or similar tax, duty, assessment or other governmental charge;
(4) any tax, duty, assessment or other governmental charge which is
payable otherwise than by withholding or deduction from payments of (or in
respect of) principal of or any premium or interest on the Securities or the
Guarantee(s) thereof;
(5) any tax, duty, assessment or other governmental charge that is
imposed or withheld by reason of the failure to comply by the Holder hereof or
the beneficial owner of this Note with a request of the Company or the Guarantor
addressed to such Holder (A) to provide information concerning the nationality,
residence or identity of such Holder or such beneficial owner or (B) to make any
declaration or other similar claim or satisfy any information or reporting
requirement, which, in the case of (A) or (B), is required or imposed by
statute, treaty, regulation or administrative practice of the taxing
jurisdiction as a precondition to exemption from all or part of such tax,
assessment or other governmental charge;
(6) any withholding or deduction that is imposed on a payment to an
individual and required to be made pursuant to any European Union Directive on
the taxation of savings implementing the conclusions of the ECOFIN (European
Union Economic and Finance Ministers) Counsel Meeting of 26-27 November 2000 or
any law implementing or complying with or introduced in order to conform to such
Directive; or
(7) any combination of items (1), (2), (3), (4), (5) and (6).
Additionally, Additional Amounts shall not be paid with respect
to any payment in respect of this Note to the Holder hereof if such Holder is a
fiduciary or partnership or other
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than the sole beneficial owner of such payment to the extent such payment would
be required by the laws of The Netherlands (or any political subdivision or
taxing authority thereof or therein) to be included in the income for tax
purposes of a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to
such Additional Amounts had it been the Holder of such Note.
Whenever in this Note there is mentioned, in any context, the
payment of the principal of or any premium or interest on this Note (or any
payments pursuant to the Guarantee) such mention shall be deemed to include
mention of the payment of Additional Amounts provided for in this Section -
"Additional Amounts" to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof pursuant to the provisions of
this Section - "Additional Amounts" and express mention of the payment of
Additional Amounts in any provisions of this Note shall not be construed as
excluding Additional Amounts in those provisions of this Note where such express
mention is not made.
The provisions of this Section - "Additional Amounts" shall apply
MUTATIS MUTANDIS to any withholding or deduction for or on account of any
present or future taxes, assessments or governmental charges of whatever nature
of any jurisdiction in which any successor Person to the Company is organized,
or any political subdivision or taxing authority thereof or therein.
EVENTS OF DEFAULT. If an Event of Default with respect to the
Notes of the series of which this Note forms a part shall have occurred and be
continuing, the principal of this Note may be declared due and payable in the
manner and with the effect provided in the Indenture.
DEFINED TERMS. All terms used in this Note which are defined in
the Indenture and are not otherwise defined herein shall have the meanings
assigned to them in the Indenture.
GOVERNING LAW. This Note shall be governed by and construed in
accordance with the law of the State of New York, without regard to principles
of conflicts of laws.
Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this _______ Note due
____________, Unconditionally Guaranteed by Deere & Company, to be duly executed
under its facsimile corporate seal.
JOHN DEERE B.V.
By:
-------------------------------
Authorized Officer
Attest:
-------------------------------
Secretary of Deere & Company
Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture
THE CHASE MANHATTAN BANK,
as Trustee
By:
----------------------------------
Authorized Officer
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GUARANTEE OF DEERE & COMPANY
FOR VALUE RECEIVED, DEERE & COMPANY, a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor", which term includes any successor Person under the Indenture
(the "Indenture") referred to in the Note on which this Guarantee is
endorsed), has unconditionally guaranteed, pursuant to the terms of the
Guarantee contained in Article XVI of the Indenture, the due and punctual
payment of the principal of and any premium and interest on such Note, when
and as the same shall become due and payable, whether at the Maturity Date,
by declaration of acceleration, call for redemption or otherwise, in
accordance with the terms of such Note and the Indenture.
All payments pursuant to this Guarantee shall be made without
withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied
by or on behalf of The Netherlands or the jurisdiction of organization of any
successor Company or any political subdivision or taxing authority thereof or
therein, unless such taxes, duties, assessments or governmental charges are
required by The Netherlands or such other jurisdiction or any such subdivision
or authority to be withheld or deducted. In that event, the Guarantor will pay
such Additional Amounts as will result (after deduction of such taxes, duties,
assessments or governmental charges and any additional taxes, duties,
assessments or governmental charges payable in respect of such) in the payment
to the Holder of the Note on which this Guarantee is endorsed of the amounts
which would have been payable in respect of the Guarantee thereof had no such
withholding or deduction been required, subject to certain exceptions as set
forth in Article X of the Indenture.
The obligations of the Guarantor to the Holders of the Notes and
to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article XVI of the Indenture, and reference is hereby made to such
Article and Indenture for the precise terms of the Guarantee.
The Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note upon which this Guarantee is
endorsed shall have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized signatories.
This Guarantee is unsecured and ranks PARI PASSU with all other
unsecured and unsubordinated obligations of the Guarantor.
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IN WITNESS WHEREOF, the Guarantor has caused this _______ Note
due ______________, Unconditionally Guaranteed by Deere & Company, to be duly
executed under its corporate seal.
Dated:
DEERE & COMPANY
By:________________________________
Name:
Title:
Attest:
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