0001104659-12-014959 Sample Contracts

DEERE & COMPANY JOHN DEERE CAPITAL CORPORATION JOHN DEERE BANK S.A.
Credit Agreement • March 1st, 2012 • Deere & Co • Farm machinery & equipment • New York

CREDIT AGREEMENT, dated as of February 27, 2012, among (a) DEERE & COMPANY, a Delaware corporation (the “Company”), (b) JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (the “Capital Corporation”), (c) JOHN DEERE BANK S.A., a Luxembourg société anonyme (“JD Luxembourg”), (d) the several financial institutions parties hereto (collectively, the “Banks”, and individually, a “Bank”), (e) JPMORGAN CHASE BANK, N.A., as administrative agent hereunder (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), (f) CITIBANK, N.A. and DEUTSCHE BANK SECURITIES INC., as documentation agents hereunder (in such capacity, the “Documentation Agents”), and (g) BANK OF AMERICA, N.A., as syndication agent hereunder (in such capacity, the “Syndication Agent”).

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SECOND AMENDMENT
Deere & Co • March 1st, 2012 • Farm machinery & equipment • New York

SECOND AMENDMENT, dated as of February 27, 2012 (this “Amendment”), to the $2,750,000,000 49-Month Credit Agreement, dated as of February 28, 2011 (as amended by the First Amendment, dated as of April 22, 2011, and as further amended, modified, restated and supplemented, the “Existing Credit Agreement”), among DEERE & COMPANY, a Delaware corporation, JOHN DEERE CAPITAL CORPORATION, a Delaware Corporation and JOHN DEERE BANK S.A., a Luxembourg société anonyme (collectively with Deere & Company and John Deere Capital Corporation, the “Borrowers”), the several financial institutions parties thereto (the “Banks”, and individually, a “Bank”), the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

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