[FACE OF NOTE]
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FX -
DEERE & COMPANY
SUBORDINATED MEDIUM-TERM NOTE, SERIES C,
Due from 9 Months to 30 Years from Date of Issue
(FIXED RATE)
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
SECURITIES 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: OPTION TO ELECT REPAYMENT:
[ ] YES [ ] NO
ORIGINAL ISSUE DATE: OPTIONAL REPAYMENT DATE[S]:
STATED MATURITY DATE: MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:
SPECIFIED CURRENCY: ADDITIONAL AMOUNTS:
United States Dollars:
[ ] YES [ ] NO
Foreign Currency:
EXCHANGE RATE AGENT: DEFEASANCE: [ ] YES [ ] NO
OPTION TO RECEIVE PAYMENTS IN SPECIFIED COVENANT DEFEASANCE:
CURRENCY OTHER THAN U.S. DOLLARS: [ ] YES [ ] NO
[ ]YES [ ] NO
INTEREST RATE:
TOTAL AMOUNT OF OID:
INTEREST PAYMENT DATES IF OTHER THAN
MARCH 15 AND SEPTEMBER 15: YIELD TO MATURITY:
REGULAR RECORD DATES IF OTHER
THAN MARCH 1 AND SEPTEMBER 1: INITIAL ACCRUAL PERIOD OID:
OPTIONAL REDEMPTION: [ ] YES [ ] NO OPTIONAL INTEREST RATE
RESET: [ ] YES [ ] NO
INITIAL REDEMPTION DATE:
OPTIONAL INTEREST RATE
RESET DATES:
INITIAL REDEMPTION PERCENTAGE:
OTHER/DIFFERENT PROVISIONS:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
SINKING FUND:
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, the principal sum of
______________ on the Stated Maturity Date shown above (except to the extent
redeemed or repaid prior to the Stated Maturity Date) and to pay interest, if
any, thereon at the Interest Rate shown above from the Original Issue Date
shown above or from the most recent Interest Payment Date to which interest,
if any, 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, if any, 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 (i) 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.
Any interest hereon is accrued from, and including, the immediately
preceding Interest Payment Date in respect of which interest, if any, 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, if any, so 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
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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, if any, 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, if any,
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 any 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 in The City of New York, 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.
In the event of an official redenomination of the Specified Currency,
the obligations of the Company with respect to payments on this Security shall,
in all cases, 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
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redenomination. 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 Bank of New York at its corporate trust 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, if any, 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, INCLUDING, WITHOUT
LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE
COMPANY'S SENIOR INDEBTEDNESS.
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 BANK OF NEW YORK,
as Trustee
By:
--------------------------------------
Authorized Signatory
[REVERSE OF NOTE]
DEERE & COMPANY
SUBORDINATED 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
March 15, 1999, as it may be supplemented from time to time (herein called
the "INDENTURE"), between the Company and The Bank of New York, 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 for the purchase 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 of $1000 (provided that any remaining principal amount of
this Security shall not be less than the Minimum Denomination specified on the
face 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, if any, 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, if any, specified on the face hereof until the
redemption price is 100% of the unpaid principal amount hereof. 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 or formula 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, if any, to the Repayment Date. In order for
this Security to be repaid, the Trustee must receive at least 30 but not more
than
3
60 days 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 Denomination specified on the face 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; SUBORDINATION; 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 all 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
4
amount of the 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 indebtedness evidenced by the Securities is, to the extent and in
the manner set forth in the Indenture, expressly subordinated and subject in
right of payment to the prior payment in full of all Senior Indebtedness, and
this Security is issued subject to such provisions of the Indenture. Each
Holder of this Security, by accepting the same, agrees to and shall be bound by
such provisions of the Indenture and authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate such
subordination as provided in the Indenture and appoints the Trustee his
attorney-in-fact for any and all such purposes.
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. MINIMUM DENOMINATION. Unless otherwise provided on the
face hereof, this Security 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. 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 like 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 after 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 of Securities in
certificated form 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 such other
Minimum Denomination specified on the face hereof) or any amount in excess
thereof which is an integral multiple of $1,000 (or such Minimum
Denomination) 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:
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(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 C/O THE BANK OF NEW YORK, 101 BARCLAY STREET, NEW YORK,
10286; ATTENTION: CORPORATE TRUST ADMINISTRATION.
If less than the entire principal amount of this 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): $________.
Dated:
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Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the face
of this Security in every particular without
alterations or enlargement or any change whatsoever.
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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.
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FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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Please print or type name and address, including zip code of assignee
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the within Security of DEERE & COMPANY and all rights thereunder and does hereby
irrevocably constitute and appoint
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Attorney to transfer the said Security on the books of the within-named Company,
with full power of substitution in the premises.
Dated
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SIGNATURE GUARANTEED:
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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.