[FACE OF NOTE]
CUSIP NO.
REGISTERED FACE AMOUNT
PRINCIPAL AMOUNT
No. FX -
DEERE & COMPANY
MEDIUM-TERM NOTE, SERIES C
(SINGLE INDEXED NOTE)
(FIXED RATE)
Due from 9 Months to 30 Years from Date of Issue
If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "DEPOSITORY") or a nominee of the Depository, this
Security is a Global Security and the following two legends apply:
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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
2
ISSUE PRICE: EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN
ORIGINAL ISSUE DATE: SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO
STATED MATURITY DATE: INTEREST RATE:
INDEXED CURRENCY:
SPECIFIED CURRENCY:
United States Dollars: United States Dollars: [ ] YES [ ] NO
[ ] YES [ ] NO
Foreign Currency:
Foreign Currency:
PRINCIPAL FINANCIAL CENTER:
BASE EXCHANGE RATE: DEFEASANCE: [ ] YES [ ] NO
DETERMINATION AGENT: COVENANT DEFEASANCE: [ ] YES [ ] NO
REFERENCE DEALERS:
1. ___ TOTAL AMOUNT OF OID:
2. ___
3. ___
YIELD TO MATURITY:
INTEREST PAYMENT DATES IF OTHER
THAN MARCH 15 AND SEPTEMBER 15:
INITIAL ACCRUAL PERIOD OID:
REGULAR RECORD DATES IF OTHER
THAN MARCH 1 AND SEPTEMBER 1: OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
OPTIONAL REDEMPTION: [ ] YES [ ] NO OPTIONAL INTEREST RATE RESET DATES:
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE
REDUCTION:
OTHER/DIFFERENT PROVISIONS:
SINKING FUND:
OPTION TO ELECT REPAYMENT:
[ ] YES [ ] NO
OPTIONAL REPAYMENT DATE[S]:
MINIMUM DENOMINATIONS:
[ ] $100,000
[ ] $25,000
[ ] Other:
ADDITIONAL AMOUNTS:
3
DEERE & COMPANY, a Delaware corporation (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
____________________, or registered assigns, in the Specified Currency on the
Stated Maturity Date shown above (except to the extent redeemed or repaid prior
to the Stated Maturity Date), the principal sum of _______, plus or minus an
amount determined by the Determination Agent (as defined below) in accordance
with the formula set forth below, and to pay interest on the Face Amount as
described below and on the reverse hereof.
If the Spot Rate exceeds or equals the Base Exchange Rate, the
principal amount of this Security payable on the Maturity Date (as defined
below) shall equal:
Face Amount + (Face Amount x Spot Rate - Base Exchange Rate}
------------------------------
Spot Rate
If the Base Exchange Rate exceeds the Spot Rate, the principal amount
of this Security payable on the Maturity Date shall equal:
Face Amount - (Face Amount x Base Exchange Rate - Spot Rate)
------------------------------
Spot Rate
; PROVIDED, HOWEVER, that in no event shall such principal amount be less than
zero.
In making the above calculations, the (i) "BASE EXCHANGE RATE" is the
exchange rate specified as such above and (ii) "SPOT RATE" is the rate at which
the Specified Currency can be exchanged for the Indexed Currency (such rate
stated as units of Indexed Currency per unit of the Specified Currency) as
determined on the second Exchange Rate Day prior to the Maturity Date (the
"DETERMINATION DATE") by the Determination Agent based upon the arithmetic mean
of the open market spot offer quotations for such Indexed Currency (spot bid
quotations for the Specified Currency) obtained by the Determination Agent from
the Reference Dealers in The City of New York at 11:00 A.M., New York City time,
on the Determination Date, for an amount of Indexed Currency equal to the Face
Amount of this Security multiplied by the Base Exchange Rate, in terms of the
Specified Currency for settlement on the Maturity Date. If such quotations from
the Reference Dealers are not
4
available on the Determination Date due to circumstances beyond the control of
the Company or the Determination Agent, the Spot Rate will be determined on the
basis of the most recently available quotations from the Reference Dealers. If
any of the Reference Banks shall be unwilling or unable to provide the requested
quotations, the Company may select other major money center bank or banks in The
City of New York, in consultation with the Determination Agent, to act as
Reference Dealer or Dealers in replacement therefor. In the absence of manifest
error, the determination by the Determination Agent of the Spot Rate and the
principal amount of this Security payable on the Maturity Date shall be final
and binding on the Company and the Holder (as defined below) of this Security.
The Company shall pay interest on the Face Amount hereof at the
Interest Rate shown above from the Original Issue Date shown above or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 15 and September 15 of each year (unless
other Interest Payment Dates are shown on the face hereof) (each, an
"INTEREST PAYMENT DATE") until the principal hereof is paid or made available
for payment and on the Stated Maturity Date, any Redemption Date or Repayment
Date (such terms are together hereinafter referred to as the "MATURITY DATE"
with respect to the principal repayable on such date); PROVIDED, HOWEVER,
that any payment of principal (or premium, if any) or interest, if any, to be
made on any Interest Payment Date or on the Maturity Date 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 Interest Payment Date
or the Maturity Date, as the case may be, and no additional interest shall
accrue on the amount so payable as a result of such delayed payment. For
purposes of this Security, unless otherwise specified on the face hereof,
"BUSINESS DAY" means any day that is not a Saturday or Sunday and 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; PROVIDED, HOWEVER, that, if the Specified Currency from above is a
foreign currency, such day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined) of the country issuing the Specified
Currency (or, if the Specified Currency is the euro, such day is also a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open). "PRINCIPAL FINANCIAL CENTER" means the
capital city of the country issuing the Specified Currency except that with
respect to United States dollars, Australian dollars, Canadian dollars,
Deutsche marks, Dutch guilders, South African rand and Swiss francs, the
"Principal Financial Center" shall be The City of New York, Sydney and
(solely in the case of the Specified Currency) Melbourne, Toronto, Frankfurt,
Amsterdam, Johannesburg and Zurich, respectively.
Interest hereon is accrued from, and including, the immediately
preceding Interest Payment Date in respect of which interest has been paid or
duly provided for (or from, and including, the Original Issue Date if no
interest has been paid) to, but excluding, the succeeding Interest Payment Date
or the Maturity Date, as the case may be. The interest so
5
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture and subject to certain exceptions described
herein (referred to on the reverse hereof), be paid to the person (the "HOLDER")
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the March 1 or September 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date (unless other Regular Record Dates are specified on the face hereof) (each,
a "REGULAR RECORD DATE"); PROVIDED, HOWEVER, that, if this Security was issued
between a Regular Record Date and the initial Interest Payment Date relating to
such Regular Record Date, interest for the period beginning on the Original
Issue Date and ending on such initial Interest Payment Date shall be paid on the
Interest Payment Date following the next succeeding Regular Record Date to the
Holder hereof on such next succeeding Regular Record Date; and PROVIDED FURTHER
that interest payable on the Maturity Date will be payable to the person to whom
the principal hereof shall be payable. Any such interest not so punctually paid
or duly provided for on any Interest Payment Date other than the Maturity Date
("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
Security (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 on the reverse
hereof), notice whereof shall be given to the Holder of this Security 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.
Unless otherwise specified above, all payments in respect of this
Security will be made in U.S. dollars regardless of the Specified Currency shown
above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert any such
amounts so payable in respect hereof into U.S. dollars in the manner described
on the reverse hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so
indicated above, elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Security in such
Specified Currency by delivery of a written request to the corporate trust
office of the Trustee, on or prior to the applicable Regular Record Date or at
least sixteen days prior to the Maturity Date, as the case may be. Such request
may be in writing (mailed or hand delivered) or by cable, telex or other form of
facsimile transmission. The Holder hereof may elect to receive payment in such
Specified Currency for all principal, premium, if any, and interest, if any,
payments and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Regular Record Date or at least fifteen days prior to
the Maturity Date, as the case may be.
6
Notwithstanding the foregoing, if the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions of or
within the international banking community, then the Holder hereof may not so
elect to receive payments in the Specified Currency and any such outstanding
election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency,
the obligations of the Company with respect to payments on this Security shall
be deemed, immediately following such redenomination, to provide for payment of
that amount of redenominated currency representing the amount of such
obligations immediately before such redenomination. Except as set forth above,
in no event shall any adjustment be made to any amount payable hereunder as a
result of any change in the value of the Specified Currency shown above relative
to any other currency due solely to fluctuations in exchange rates.
Until this Security 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 PAYMENT"). The Company has
initially appointed The Chase Manhattan Bank, at its office in The City of New
York as Paying Agent.
Unless otherwise shown above, payment of interest on this Security
(other than on the Maturity Date) will be made by check mailed to the registered
address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the Specified
Currency is U.S. dollars and this is a Global Security or (ii) the Specified
Currency is a Foreign Currency, and the Holder has elected to receive payments
in such Specified Currency as provided for above, such interest payments will be
made by transfer of immediately available funds, but only if appropriate
instructions have been received in writing by the Trustee on or prior to the
applicable Regular Record Date. Simultaneously with any election by the Holder
hereof to receive payments in respect hereof in the Specified Currency (if other
than U.S. dollars), such Holder may provide appropriate instructions to the
Trustee, and all such payments will be made in immediately available funds to an
account maintained by the payee with a bank, but only if such bank has
appropriate facilities therefor. Unless otherwise specified above, the
principal hereof (and premium, if any) and interest hereon payable on the
Maturity Date will be paid in immediately available funds upon surrender of this
Security at the office of the Trustee maintained for that purpose in the Borough
of Manhattan, The City and State of New York (or at such other location as may
be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds but, except as otherwise
provided under Additional Amounts above, any tax, assessment or governmental
charge imposed upon
payments will be borne by the Holders of the Securities in respect of which such
payments are made.
Interest on this Security, if any, will be computed on the basis of a
360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.
DEERE & COMPANY
By:
----------------------------------
Authorized Officer
Attest:
------------------------------
Secretary
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
[REVERSE OF NOTE]
DEERE & COMPANY
MEDIUM-TERM NOTE, SERIES C
Section 1. GENERAL. This Security 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 July 1, 1994, as
it may be supplemented from time to time (herein called the "INDENTURE"),
between the Company and The Chase Manhattan Bank (successor by merger to The
Chase Manhattan Bank (National Association)), Trustee (herein called the
"TRUSTEE", which term includes any successor trustee under the Indenture with
respect to a series of which this Security 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 Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof which is unlimited
in aggregate principal amount.
Section 2. PAYMENTS. If the Specified Currency is other than U.S.
dollars and the Holder hereof fails to elect payment in such Specified Currency,
the amount of U.S. dollar payments to be made in respect hereof will be
determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "EXCHANGE RATE AGENT") based on the highest bid quotation
in The City of New York at approximately 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date by the Exchange Rate
Agent from three recognized foreign exchange dealers (one of whom may be the
Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the
Company for the purchase by the quoting dealer of the Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all holders of Securities scheduled to receive
U.S. dollar payments and at which the applicable dealer commits to execute a
contract. If three such bid quotations are not available, payments will be made
in the Specified Currency. All currency exchange costs will be borne by the
holder of the Securities by deductions from such payments.
Except as set forth below, if the Specified Currency is other than
U.S. dollars and the Specified Currency is not available due to the imposition
of exchange controls or to other circumstances beyond the Company's control, the
Company will be entitled to satisfy its obligations to the Holder of this
Security by making such payment in U.S. dollars on the basis of the noon buying
rate in The City of New York for cable transfers of such Specified Currency as
certified for customs purposes (or, if not so certified, as otherwise
determined) by the Federal Reserve Bank of New York (the "MARKET EXCHANGE RATE")
for such Specified Currency as computed by the Exchange Rate Agent on the second
Business Day prior to the applicable payment date or, if the Market Exchange
Rate is then not available, on the basis of the most recently available Market
Exchange Rate or as otherwise indicated above.
2
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion (except to the extent expressly provided that
any determination is subject to approval by the Company) and, in the absence of
manifest error, shall be conclusive for all purposes and binding on the Holder
of this Security, and the Exchange Rate Agent shall have no liability therefor.
All currency exchange costs will be borne by the Company unless the
Holder of this Security has made the election to receive payments in the
Specified Currency. In that case, the Holder shall bear its pro rata portion of
currency exchange costs, if any, by deductions from payments otherwise due to
such Holder.
References herein to "U.S. DOLLARS" or "U.S. $" or "$" are to the
currency of the United States of America.
Section 3. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments equal to the minimum authorized denomination (provided that
any remaining principal amount of this Security shall not be less than the
minimum authorized denomination hereof) on or after the date designated as the
Initial Redemption Date on the face hereof at 100% of the unpaid principal
amount hereof or the portion thereof redeemed (or, if this Security is a
Discount Security, such lesser amount as is provided for below) multiplied by
the Initial Redemption Percentage specified on the face hereof, together with
accrued interest to the Redemption Date. Such Initial Redemption Percentage
shall decline at each anniversary of the Initial Redemption Date by an amount
equal to the Annual Redemption Percentage Reduction until the redemption price
is 100% of such amount. 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. In the event of redemption of this Security
in part only, a new Security or Securities for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.
If less than all of the Securities with like tenor and terms to this Security
are to be redeemed, the Securities to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and appropriate. However,
if less than all the Securities of the series, of which this Security is a part,
with differing issue dates, interest rates and stated maturities are to be
redeemed, the Company in its sole discretion shall select the particular
Securities to be redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date.
Section 4. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity Date at the option of
the Holder on each applicable Optional Repayment Date shown on the face hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with accrued interest to the Repayment Date. In order for this
Security to be repaid, the Trustee must receive at least 30 but not more than 60
days
3
prior to an Optional Repayment Date, this Security with the form attached hereto
entitled "OPTION TO ELECT REPAYMENT" duly completed. Any tender of this
Security for repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof). Upon any partial
repayment, this Security shall be canceled and a new Security or Securities for
the remaining principal amount hereof shall be issued in the name of the Holder
of this Security.
Section 5. SINKING FUND. Unless otherwise specified on the face
hereof, this Security will not be subject to any sinking fund.
Section 6. DISCOUNT SECURITIES. If this Security, (such a Security
being referred to as a "DISCOUNT SECURITY") (a) has been issued at an Issue
Price lower, by more than a DE MINIMIS amount (as determined under United States
federal income tax rules applicable to original issue discount instruments),
than the principal amount hereof and (b) would be considered an original issue
discount security for United States federal income tax purposes, then the amount
payable on this Security in the event of redemption by the Company, repayment at
the option of the Holder or acceleration of the maturity hereof, in lieu of the
principal amount due at the Stated Maturity Date hereof, shall be the Amortized
Face Amount (as defined below) of this Security as of the date of such
redemption, repayment or acceleration. The "AMORTIZED FACE AMOUNT" of this
Security shall be the amount equal to the sum of (a) the Issue Price (as set
forth on the face hereof) plus (b) the aggregate of the portions of the original
issue discount (the excess of the amounts considered as part of the "stated
redemption price at maturity" of this Security within the meaning of
Section 1273(a)(2) of the Internal Revenue Code of 1986, as amended (the
"CODE"), whether denominated as principal or interest, over the Issue Price of
this Security) which shall theretofore have accrued pursuant to Section 1272 of
the Code (without regard to Section 1272(a)(7) of the Code) from the date of
issue of this Security to the date of determination, minus (c) any amount
considered as part of the "stated redemption price at maturity" of this Security
which has been paid on this Security from the date of issue to the date of
determination.
Section 7. MODIFICATION AND WAIVERS; 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 rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of Outstanding Securities affected thereby. The Indenture also contains
provisions permitting the Holders of not less than a majority in principal
amount of the Outstanding Securities, on behalf of the Holders of all
Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also permit the
Holders of not less than a majority in principal amount of all
4
Outstanding Securities of any series to waive on behalf of all of the Holders of
Securities of such 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 Security and upon all future Holders of this Security and of
any Security 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 Security.
The Securities are unsecured and rank PARI PASSU with all other
unsecured and unsubordinated indebtedness of the Company.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Security at the times, place and rate, and in the
Currency herein prescribed.
Section 8. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the
related defaults and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security,
unless otherwise specified on the face hereof.
Section 9. AUTHORIZED DENOMINATIONS. Unless otherwise provided on
the face hereof, this Security is issuable only in registered form without
coupons in denominations of (i) if this Security is a Global Security (as
defined below), $100,000 or any amount in excess thereof which is an integral
multiple of $1,000 or (ii) if this Security is not a Global Security, in
denominations of $25,000 or any amount in excess thereof which is an integral
multiple of $1,000. If this Security is denominated in a Specified Currency
other than U.S. Dollars or is a Discount Security, this Security shall be
issuable in the denominations set forth on the face hereof.
Section 10. REGISTRATION OF TRANSFER. As provided in the Indenture
and subject to certain limitations herein and therein set forth, the transfer of
this Security is registrable in the Security Register upon surrender of this
Security for registration of transfer at a Place of Payment for the series of
Securities of which this Security 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.
5
If the registered owner of this Security is the Depository (such a
Security being referred to as a "GLOBAL SECURITY"), and (i) the Depository is at
any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 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 $25,000 (or such other denomination as
shall be specified by the Company) 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 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 Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
Section 11. EVENTS OF DEFAULT. If an Event of Default with respect
to the Securities of the series of which this Security forms a part shall have
occurred and be continuing, the principal of this Security may be declared due
and payable in the manner and with the effect provided in the Indenture.
Section 12. DEFINED TERMS. All terms used in this Security which are
defined in the Indenture and are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
Section 13. GOVERNING LAW. Unless otherwise specified on the face
hereof, this Security 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.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay this Security (or the portion thereof specified below), pursuant to its
terms, on the Optional Repayment Date first occurring after the date of receipt
of the within Security as specified below (the "REPAYMENT DATE"), at a Repayment
Price equal to 100% of the principal amount thereof, together with interest
thereon accrued to the Repayment Date, to the undersigned at:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned.)
FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS SECURITY WITH
THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED AT LEAST 30 BUT
NOT MORE THAN 45 DAYS PRIOR TO THE REPAYMENT DATE (OR, IF SUCH REPAYMENT DATE IS
NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY) BY THE COMPANY AT ITS
OFFICE OR AGENCY IN THE CITY OF NEW YORK, WHICH WILL BE LOCATED INITIALLY AT THE
OFFICE OF THE TRUSTEE AT 450 WEST 33RD STREET, NEW YORK, NEW YORK 10001-2697.
If less than the entire principal amount of the within Security is to
be repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple thereof) which is to be repaid: $ .
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the
unpaid amount ($1,000 or any integral multiple of $1,000; PROVIDED that any
remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $ .
Dated:
---------
------------------------
Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the
within Security in every particular without alterations or
enlargement or any change whatsoever.
--------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ............Custodian............
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
...........................
(State)
Additional abbreviations may also be used though not in the above list.
--------------------
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------
| |
-------------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee
-------------------------------------------------------------------------------
the within Security of DEERE & COMPANY and all rights thereunder and does hereby
irrevocably constitute and appoint
-------------------------------------------------------------------------------
Attorney to transfer the said Security on the books of the within-named Company,
with full power of substitution in the premises.
Dated
------------------------
SIGNATURE GUARANTEED:
-------------------------------
------------------------------
-------------------------
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face of
the within Security in every particular, without
alteration or enlargement or any change whatsoever.