Exhibit 1.1
DEERE & COMPANY
2.875%
Notes due 2049
TERMS AGREEMENT
Dated: September 3, 2019
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
Ladies and Gentlemen:
We understand that Deere & Company (the
“Company”) proposes to issue and sell $500,000,000 aggregate principal amount of its 2.875% Notes due 2049 (the “Underwritten
Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the Company has agreed to
sell to the underwriters named hereafter (the “Underwriters”), for whom BofA Securities, Inc., Citigroup Global Markets
Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC are acting
as the Representatives (in such capacity, the “Representatives”), and the Underwriters have agreed, severally and not
jointly, to purchase from the Company, the respective principal amounts of the Underwritten Securities set forth hereafter opposite
their respective names at the purchase prices set forth hereafter.
| Underwriter | |
Principal
Amount of
the Underwritten
Securities | |
| BofA Securities, Inc. | |
$ | 62,500,000 | |
| Citigroup Global Markets Inc. | |
$ | 62,500,000 | |
| Goldman Sachs & Co. LLC | |
$ | 62,500,000 | |
| J.P. Morgan Securities LLC | |
$ | 62,500,000 | |
| MUFG Securities Americas Inc. | |
$ | 62,500,000 | |
| RBC Capital Markets, LLC | |
$ | 62,500,000 | |
| Barclays Capital Inc. | |
$ | 10,715,000 | |
| BNP Paribas Securities Corp. | |
$ | 10,715,000 | |
| Credit Agricole Securities (USA) Inc. | |
$ | 10,714,000 | |
| Credit Suisse Securities (USA) LLC | |
$ | 10,714,000 | |
| Deutsche Bank Securities Inc. | |
$ | 10,714,000 | |
| HSBC Securities (USA) Inc. | |
$ | 10,714,000 | |
| TD Securities (USA) LLC | |
$ | 10,714,000 | |
| BBVA Securities Inc. | |
$ | 5,000,000 | |
| Commerz Markets LLC | |
$ | 5,000,000 | |
| Loop Capital Markets LLC | |
$ | 5,000,000 | |
| PNC Capital Markets LLC | |
$ | 5,000,000 | |
| R. Seelaus & Co., LLC | |
$ | 5,000,000 | |
| Santander Investment Securities Inc. | |
$ | 5,000,000 | |
| Standard Chartered Bank | |
$ | 5,000,000 | |
| U.S. Bancorp Investments, Inc. | |
$ | 5,000,000 | |
| Wells Fargo Securities, LLC | |
$ | 5,000,000 | |
| Westpac Capital Markets LLC | |
$ | 5,000,000 | |
| Total | |
$ | 500,000,000 | |
The Underwritten Securities shall have the
following terms:
| Title of the Underwritten Securities: |
2.875% Notes due 2049 (the “Notes”) |
| Currency: |
U.S. dollars |
| Principal amount to be issued: |
$500,000,000 |
| Ranking: |
Senior unsecured |
| Interest Rate or formula: |
2.875% per annum |
| Interest Payment Date(s): |
Each March 7 and September 7, commencing March 7, 2020 |
| Record Dates: |
The close of business on the 15th day preceding the particular Interest Payment Date |
| Payment of Additional Amounts: |
Not applicable |
| Maturity Date: |
September 7, 2049 |
| Redemption provisions: |
Make-whole call based on U.S. Treasury + 0.150% (+ 15 basis points); if, however, the Notes are redeemed on or after March 7, 2049, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest thereon to the date of redemption. |
|
Sinking fund requirements:
|
None |
| Delayed Delivery Contracts: |
Not authorized |
| Initial public offering price: |
99.960%, plus accrued interest, if any, from September 6, 2019. |
| Purchase price: |
99.085%, plus accrued interest, if any, from September 6, 2019 in same-day funds. |
| Form: |
Global Note through the facilities of The Depository Trust Company (in the United States) |
| Applicable Time: |
4:20 P.M. on September 3, 2019 |
| Closing Date and Location: |
10:00 A.M. New York City time on September
6, 2019
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
|
| General Disclosure Package: |
(1) Prospectus dated June 15, 2017 |
| |
(2) Preliminary Prospectus Supplement
dated September 3, 2019 |
| |
(3) Term Sheet dated September 3, 2019
attached to Schedule I hereto |
| Other Terms: |
None |
Attached to this Terms Agreement as a part
of Schedule I is an “issuer free writing prospectus” included in the General Disclosure Package.
All of the provisions contained in the document
attached as Annex A hereto entitled “Deere & Company – Debt Securities and Warrants to Purchase Debt Securities
– Underwriting Agreement Basic Provisions” (the “Basic Provisions”) are hereby incorporated by reference
in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had
been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined.
Covenants of the Underwriters
Each Underwriter, on behalf of itself and
each of its affiliates that participates in the initial distribution of the Underwritten Securities, severally and not jointly,
represents, covenants and agrees with the Company that it will not offer, sell, or deliver any of the Underwritten Securities,
directly or indirectly, or distribute the Prospectus, or any other offering material relating to the Underwritten Securities, in
or from any jurisdiction outside the United States except in or from or into jurisdictions as contemplated in the Prospectus and
under circumstances that will, to the best knowledge and belief of such Underwriter, result in compliance with the applicable laws
and regulations thereof and which will not impose any obligations on the Company, except as set forth in the Basic Provisions and
this Terms Agreement.
Please accept this offer by signing a copy
of this Terms Agreement in the space set forth below and returning the signed copy to us.
| |
Very truly yours, |
| |
|
| |
BofA Securities, Inc. |
| |
|
| |
By: |
/s/ Happy Hazelton |
| |
|
Name: |
Happy Hazelton |
| |
|
Title: |
Managing Director |
| |
|
|
| |
Citigroup Global Markets Inc. |
| |
|
| |
By: |
/s/ Adam D. Bordner |
| |
|
Name: |
Adam D. Bordner |
| |
|
Title: |
Director |
| |
|
|
| |
Goldman Sachs & Co. LLC |
| |
|
| |
By: |
/s/ Adam Greene |
| |
|
Name: |
Adam Greene |
| |
|
Title: |
Managing Director |
| |
|
|
| |
J.P. Morgan Securities LLC |
| |
|
| |
By: |
/s/ Maria Sramek |
| |
|
Name: |
Maria Sramek |
| |
|
Title: |
Executive Director |
| |
|
|
| |
MUFG Securities Americas Inc. |
| |
|
| |
By: |
/s/ Brian Cogliandro |
| |
|
Name: |
Brian Cogliandro |
| |
|
Title: |
Managing Director |
| |
|
|
| |
RBC Capital Markets, LLC |
| |
|
| |
By: |
/s/ Scott G. Primrose |
| |
|
Name: |
Scott G. Primrose |
| |
|
Title: |
Authorized Signatory |
| |
|
|
| |
On behalf of themselves and the other several Underwriters named above |
Signature Page
to the Terms Agreement
| Accepted: |
|
| |
|
| DEERE & COMPANY |
|
| |
|
|
| By: |
/s/ Thomas C. Spitzfaden |
|
| |
Name: |
Thomas C. Spitzfaden |
|
| |
Title: |
Vice President and Treasurer |
|
Deere & Company
- Terms Agreement Signature Page
Schedule I
PERMITTED
FREE WRITING PROSPECTUS
Term Sheet
dated September 3, 2019
Filed Pursuant to Rule 433
Dated September 3, 2019
Registration Statement No. 333-218760
Relating to Preliminary Prospectus Supplement
Dated September 3, 2019 to
Prospectus dated June 15, 2017
DEERE
& COMPANY
2.875%
Notes due 2049
Term Sheet dated September 3, 2019
| Issuer: |
Deere & Company |
| Trade Date: |
September 3, 2019 |
| Type of Offering: |
SEC registered |
| Settlement Date**: |
September 6, 2019 |
| Security: |
2.875% Notes due 2049 (the “Notes”) |
| Size: |
$500,000,000 |
| Maturity Date: |
September 7, 2049 |
| Interest Payment Dates: |
March 7 and September 7, beginning on March 7, 2020 (long first coupon) |
| Benchmark Treasury: |
2.875% UST due May 15, 2049 |
| Benchmark Treasury Yield and Price: |
1.927%; 121-11+ |
| Yield to Maturity: |
2.877% |
| Spread to Benchmark Treasury: |
95 basis points |
| Coupon (Interest Rate): |
2.875% per year |
| Price to Public: |
99.960% of principal amount, plus accrued interest, if any, from September 6, 2019 |
| Net Proceeds to the Issuer (before expenses): |
$495,425,000 |
| Optional Redemption: |
Make-whole call based on U.S. Treasury + 0.150% (+ 15 basis points); if, however, the Notes are redeemed on or after March 7, 2049, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest thereon to the date of redemption. |
| CUSIP / ISIN: |
244199 BG9 / US244199BG97 |
| Joint Book-Running Managers: |
BofA Securities, Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
MUFG Securities Americas Inc.
RBC Capital Markets, LLC |
| Senior Co-Managers: |
Barclays Capital Inc.
BNP Paribas Securities Corp.
Credit Agricole Securities (USA) Inc.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
TD Securities (USA) LLC |
| Co-Managers: |
BBVA Securities Inc.
Commerz Markets LLC
Loop Capital Markets LLC
PNC Capital Markets LLC
R. Seelaus & Co., LLC
Santander Investment Securities Inc.
Standard Chartered Bank
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
Westpac Capital Markets LLC |
** Pursuant to Rule 15c6-1 under
the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes on the
date hereof will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement
cycle at the time of any such trade to prevent failed settlement.
Standard Chartered Bank will not
effect any offers or sales of any Notes in the United States unless it is through one or more U.S. registered broker-dealers as
permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
The
issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the
offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the
prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively,
the issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement
and the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup
Global Markets Inc. toll-free at 1-800-831-9146, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, J.P. Morgan
Securities LLC collect at 1-212-834-4533, MUFG Securities Americas Inc. toll-free at 1-877-649-6848 or RBC Capital Markets,
LLC toll-free at 1-866-375-6829.
Any disclaimers or other notices
that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were
automatically generated as a result of this communication being sent via Bloomberg or another email system.
September 3, 2019
ANNEX A
DEERE & COMPANY
(a Delaware corporation)
Debt Securities and Warrants to Purchase
Debt Securities
UNDERWRITING AGREEMENT BASIC PROVISIONS
Deere & Company (the “Company”)
proposes to issue and sell from time to time certain of its senior debt securities (the “Senior Securities”) or its
subordinated debt securities (the “Subordinated Securities”), or both, or Warrants (the “Debt Warrants”)
to purchase Senior Securities or Subordinated Securities, or any combination thereof, on terms to be determined at the time of
sale. The Senior Securities and Subordinated Securities will be issued under an indenture dated as of September 25, 2008 (the “Indenture”)
between the Company and The Bank of New York Mellon, as Trustee. The Debt Warrants will be issued under one or more warrant agreements
(the warrant agreement relating to any issue of Debt Warrants to be sold pursuant to this Agreement will be identified in the applicable
Terms Agreement (as hereinafter defined) and is referred to herein as the “Warrant Agreement”) between the Company
and the Warrant Agent identified in such Warrant Agreement (the “Warrant Agent”). Each issue of Senior Securities,
Subordinated Securities and Debt Warrants may vary, as applicable, as to aggregate principal amount, maturity date, interest rate
or formula and timing of payments thereof, redemption provisions, conversion provisions and sinking fund requirements, if any,
and any other variable terms which the Indenture or the Warrant Agreement, as the case may be, contemplates may be set forth in
the Senior Securities, the Subordinated Securities and the Debt Warrants as issued from time to time. The Senior Securities, the
Subordinated Securities and the Debt Warrants may be offered either together or separately. As used herein, “Securities”
shall mean Senior Securities, Subordinated Securities or Debt Warrants or any combination thereof; and “Warrant Securities”
shall mean the Senior Securities or Subordinated Securities issuable upon exercise of the Debt Warrants.
This is to confirm the arrangements with
respect to the purchase of Underwritten Securities from the Company by the Representatives and the several Underwriters listed
in the applicable terms agreement entered into between the Representatives and the Company of which this Underwriting Agreement
is Annex A thereto (the “Terms Agreement”). With respect to any particular Terms Agreement, the Terms Agreement, together
with the provisions hereof incorporated therein by reference, is herein referred to as the “Agreement.” Terms defined
in the Terms Agreement are used herein as therein defined.
The Company has filed with the Securities
and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-218760) in
respect of its Senior Securities, Subordinated Securities and Debt Warrants, including the Underwritten Securities, and other warrants,
certain of the Company’s equity securities, stock purchase contracts, stock purchase units and senior debt securities of
John Deere Funding S.A. that are guaranteed by the Company, under the Securities Act of 1933, as amended (the “1933 Act”),
and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the
1933 Act (the “1933 Act Regulations”). Such registration statement and any post-effective amendment thereto, each in
the form heretofore delivered to you, became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations
and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose
or pursuant to Section 8A of the 1933 Act has been initiated or threatened by the Commission (if prepared, any preliminary prospectus
supplement specifically relating to the Underwritten Securities immediately prior to the Applicable Time included in such registration
statement or filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations being hereinafter called a “Preliminary
Prospectus”). The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”).
The term “Registration Statement”
means the registration statement at any given time, including the amendments thereto to such time, the exhibits and any schedules
thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such
time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, except that when
no time is specified, the term “Registration Statement” means the registration statement as deemed revised pursuant
to Rule 430B(f)(1) of the 1933 Act Regulations by virtue of the filing with the Commission of the Prospectus pursuant to Rule 424(b)
of the 1933 Act Regulations; the term “Base Prospectus” means the prospectus on file with the Commission on the date
of the applicable Terms Agreement; and the term “Prospectus” means the Base Prospectus together with the prospectus
supplement specifically relating to the Underwritten Securities prepared in accordance with the provisions of Rule 430B and promptly
filed after execution and delivery of the applicable Terms Agreement pursuant to Rule 430B or Rule 424(b) of the 1933 Act Regulations;
any information included in such Prospectus that was omitted from the Registration Statement at the time it became effective but
that is deemed to be a part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule
430B Information;” and any reference herein to any Registration Statement, Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include the documents incorporated by reference therein, as of the date of the applicable Terms Agreement;
any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be deemed to refer to and include
any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus,
as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any
annual, quarterly or periodic report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective
date of the Registration Statement that is incorporated by reference in the Registration Statement.
All references in this Agreement to financial
statements and schedules and other information which is “disclosed,” “contained,” “included,”
“set forth” or “stated” (or other references of like import) in the Registration Statement, any Preliminary
Prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information which
is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration
Statement, or the Prospectus, as the case may be, prior to the offer and acceptance of the Underwritten Securities; and all references
in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall
be deemed to include the filing of any document under the 1934 Act, which is incorporated by reference in or otherwise deemed by
the 1933 Act Regulations to be a part of or included in the Registration Statement, or the Prospectus, as the case may be, after
the offer and acceptance of the Underwritten Securities.
SECTION
1. Representations and Warranties. The Company represents and warrants
to the Representatives and to each Underwriter named in a Terms Agreement as of the date thereof, as of the Applicable Time and
as of Closing Time (each a “Representation Date”), as follows:
(a)
The Registration Statement, the term sheet(s) attached as Schedule I of the applicable Terms Agreement (such term sheet(s),
the “Permitted Free Writing Prospectus”), the Preliminary Prospectus and the Prospectus, at the time the Registration
Statement became effective and as of the applicable Representation Date, complied or will comply in all material respects with
the requirements of the 1933 Act, the 1933 Act Regulations and the 1939 Act. The conditions to the use of Form S-3 in connection
with the offering and sale of the Underwritten Securities as contemplated hereby have been satisfied. The Registration Statement
constitutes an “automatic shelf registration statement” as defined in Rule 405 of the 1933 Act Regulations. The Company
has not received from the Commission a notice, pursuant to Rule 401(g)(2) of the 1933 Act Regulations, of objection to the use
of the automatic shelf registration statement form. As of the determination date applicable to the Registration Statement (and
any amendment thereof) and the offerings of Underwritten Securities contemplated hereby, the Company is a “well-known seasoned
issuer” as defined in Rule 405 of the 1933 Act Regulations. The date of any Terms Agreement in connection with an offering
of any Underwritten Securities is not more than three years subsequent to the original effective date of the Registration Statement.
The Registration Statement, at the time the Registration Statement became effective and as of the applicable Representation Date,
did not, and will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and as of the applicable Representation
Date, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Base Prospectus,
the Preliminary Prospectus and the Permitted Free Writing Prospectus (collectively the “General Disclosure Package”),
all considered together, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements
in or omissions from the Registration Statement, the Preliminary Prospectus, the Prospectus or the Permitted Free Writing Prospectus
made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives
expressly for use in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Permitted Free Writing Prospectus
or to that part of the Registration Statement which shall constitute the Statement of Eligibility under the 1939 Act (Form T-1)
of the Trustee under the Indenture.
(b)
At the time of original filing of the Registration Statement, at the earliest time thereafter that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Underwritten
Securities and at the date of any Terms Agreement in connection with an offering of any Underwritten Securities, the Company was
not and is not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations.
(c)
The Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public
offer and sale of the Underwritten Securities or until any earlier date that the Company notified or notifies the applicable Underwriter(s)
as contemplated in Section 3(d) hereof, did not, does not and will not include any information that conflicted, conflicts or will
conflict (within the meaning of Rule 433(c) of the 1933 Act Regulations) with the information then contained in the Registration
Statement.
(d)
The financial statements and the supporting schedules included in the Registration Statement, the General Disclosure Package
and the Prospectus present fairly the financial position of the Company and its subsidiaries on a consolidated basis, as at the
dates indicated, and the respective results of operations for the periods specified, in conformity with generally accepted accounting
principles in the United States, applied on a consistent basis during the periods involved. The interactive data in eXtensible
Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus
fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable
thereto.
(e)
The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus,
at the time they were or hereafter are filed with the Commission, complied and will comply, as the case may be, in all material
respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act
Regulations”), and, when read together and with the other information in the Registration Statement, the General Disclosure
Package and the Prospectus, (a) at the time the Registration Statement became effective and at the time any amendments thereto
become effective (b) at the Applicable Time and (c) at Closing Time, did not and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they are made, not misleading.
(f)
Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package
or the Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change in the financial
condition of the Company and its subsidiaries considered as one enterprise, or in the results of operations or business prospects
of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business and
(ii) there have not been any transactions entered into by the Company or its subsidiaries other than (x) transactions in the ordinary
course of business and (y) transactions which are not material in relation to the Company and its subsidiaries considered as one
enterprise.
(g)
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State
of Delaware with power and authority to own, lease and operate its properties and conduct its business as described in the Registration
Statement, the General Disclosure Package and the Prospectus.
(h)
The execution and delivery of this Agreement, the Indenture and the Warrant Agreement, if any, and the consummation of the
transactions contemplated herein and therein, have been duly authorized by all necessary corporate action and will not result in
any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the Company, pursuant to any indenture, loan agreement, contract
or other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the property
or assets of the Company is subject, nor will such action result in any violation of the provisions of the charter or by-laws of
the Company or, to the best of its knowledge, any order, rule or regulation applicable to the Company of any court or of any federal,
state or other regulatory authority or other governmental body having jurisdiction over the Company.
(i)
The Underwritten Securities have been duly authorized for issuance and sale pursuant to this Agreement (or will have been
so authorized prior to each issuance of Underwritten Securities) and, when issued, authenticated and delivered pursuant to the
provisions of this Agreement and of the Indenture or Warrant Agreement, or both, as the case may be, against payment of the consideration
therefor in accordance with this Agreement, the Underwritten Securities or the Warrant Securities, or both, will be valid and legally
binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or by general equity principles
and will be entitled to the benefits of the Indenture or Warrant Agreement, or both, as the case may be, and the Underwritten Securities,
the Indenture and the Warrant Agreement, if any, conform in all material respects to all descriptions and statements relating thereto
contained in the Registration Statement, the General Disclosure Package and the Prospectus.
(j)
If applicable, the shares of the Company’s Common Stock, par value $1.00 per share (the “Common Stock”),
issuable upon conversion of any issue of Subordinated Securities have been duly authorized and reserved for issuance upon such
conversion by all necessary corporate action and, when issued and delivered in accordance with the provisions of this Agreement,
will be validly issued, fully paid and non-assessable, and the issuance of such shares upon such conversion will not be subject
to preemptive rights.
(k)
Deloitte & Touche LLP are independent certified public accountants as required by the 1933 Act and the 1933 Act Regulations.
(l)
The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patent rights or licenses
or other rights to use patent rights, inventions, trademarks, service marks, trade names and copyrights necessary to conduct the
business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or
conflict with asserted rights of others with respect to any patent, patent rights, inventions, trademarks, service marks, trade
names or copyrights which, singly or in aggregate, if the subject of an unfavorable decision, ruling or finding, would materially
adversely affect the conduct of the business, operations, financial condition or income of the Company and its subsidiaries considered
as one enterprise.
(m)
No labor disturbance by the employees of the Company or any subsidiary exists or is imminent which might be expected to
materially adversely affect the conduct of the business, operations, financial condition or income of the Company and its subsidiaries,
considered as one enterprise.
(n)
The Company acknowledges and agrees that (i) each purchase and sale of Underwritten Securities pursuant to this Agreement,
including the determination of any price for the Underwritten Securities and Underwriter compensation, is an arm’s-length
commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (ii) in connection therewith
and with the process leading to such transactions, each Underwriter is acting solely as a principal and not the agent or fiduciary
of the Company or any of its affiliates, (iii) no Underwriter has assumed any advisory or fiduciary responsibility in favor of
the Company or any of its affiliates with respect to any offering of Underwritten Securities contemplated hereby or the process
leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its affiliates
on other matters) or any other obligation to the Company or any of its affiliates except the obligations explicitly set forth in
this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company, (v) no Underwriter has provided any legal, accounting, regulatory or tax advice
with respect to the transactions contemplated hereby, and (vi) the Company has consulted its own legal and financial advisors to
the extent it deemed appropriate.
(o)
Neither the Company nor any of its subsidiaries is a Designated Person, nor, to the
best of the Company’s knowledge, are any of its directors or officers or any directors or officers of its subsidiaries. Each
of the Company and its subsidiaries and their employees is subject to a Code of Business Conduct (the “Code of Conduct”)
which is in full force and effect on the date hereof. Among the commitments in the Code of Conduct is the commitment that each
of the Company and its subsidiaries, and their respective employees, comply with international trade, export control, and import
laws in the sale of products including export controls. The Code of Conduct also applies to Anti-Corruption Laws and Sanctions
Laws and Regulations. The Code of Conduct will apply to all activities undertaken by the Company and each of its subsidiaries,
including any use of the proceeds from any offering of Undewritten Securities and, accordingly, neither the Company nor any of
its subsidiaries will directly or to its knowledge indirectly use the proceeds of any offering of Underwritten Securities in violation
of any Sanctions Laws and Regulations or any Anti-Corruption Laws. For purposes herein, “Anti-Corruption Laws” means
all laws, rules and regulations of any jurisdiction applicable to the Company and its subsidiaries from time to time concerning
or relating to bribery or corruption; “Designated Person” means: a Person (a) listed in the annex to, or otherwise
the subject of the provisions of, any Executive Order, (b) named as a “Specially Designated National and Blocked Person”
on the most current list published by OFAC at its official website or any replacement website or other replacement official publication
of such list (each, an “SDN”), or is otherwise the subject of any Sanctions Laws and Regulations, or (c) in which an
SDN has a controlling interest or 50% or greater ownership interest; and “Sanctions Laws and Regulations” means (a)
any sanctions, prohibitions or requirements imposed by any executive order (an “Executive Order”) or by any sanctions
program administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), the U.S. State
Department (including its Directorate of Defense Trade Controls) or the U.S. Department of Commerce Bureau of Industry and Security
and (b) any sanctions measures imposed by the United Nations Security Council, the European Union or the United Kingdom.
Any certificate signed by any officer of
the Company and delivered to the Representatives or counsel for the Underwriters in connection with an offering of Underwritten
Securities shall be deemed a representation and warranty by the Company, as to the matters covered thereby, to each Underwriter
participating in such offering.
SECTION
2. Purchase and Sale. The obligations of the Underwriters to purchase,
and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement specifies the
principal amount of the Senior Securities or Subordinated Securities, or both, and the number of Debt Warrants, if any, the names
of the Underwriters participating in the offering (subject to substitution as provided in Section 10 hereof) and the principal
amount of Underwritten Securities which each Underwriter severally has agreed to purchase, the purchase price to be paid by the
Underwriters for the Underwritten Securities, the initial public offering price, if any, of the Underwritten Securities, any delayed
delivery arrangements and any terms of the Underwritten Securities not already specified in the Indenture or Warrant Agreement,
as the case may be, pursuant to which they are being issued (including, but not limited to, designations, denominations, current
ratings, interest rates or formulas and payment dates, maturity dates, conversion provisions, redemption provisions and sinking
fund requirements).
The several commitments of the Underwriters
to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations
and warranties herein contained and shall be subject to the terms and conditions herein set forth.
Payment of the purchase price for, and delivery
of, any Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley Austin llp,
787 Seventh Avenue, New York, New York 10019, or at such other place as shall be agreed upon by the Representatives and the Company,
at 10:00 AM, New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following
the date of the Terms Agreement or such other time as shall be agreed upon by the Representatives and the Company (each such time
and date being referred to as a “Closing Time”). Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to the Representatives for the respective accounts
of the Underwriters of the Underwritten Securities to be purchased by them. Delivery of the Underwritten Securities shall be made
through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.
If authorized by the Terms Agreement, the
Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery
contracts (“Delayed Delivery Contracts”) substantially in the form of Exhibit A hereto with such changes therein as
the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to the Representatives
at Closing Time, for the accounts of the Underwriters, a fee equal to that percentage of the principal amount of Senior Securities
or Subordinated Securities or based on the number of Debt Warrants, as the case may be, for which Delayed Delivery Contracts are
made at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors
of the types set forth in the Prospectus. At Closing Time the Company will enter into Delayed Delivery Contracts (for not less
than the minimum principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants per Delayed Delivery
Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved
by the Company as provided below, but not for an aggregate principal amount of Senior Securities or Subordinated Securities or
number of Debt Warrants in excess of that specified in the Terms Agreement. The Underwriters will not have any responsibility for
the validity or performance of Delayed Delivery Contracts.
The Representatives shall submit to the
Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed
that the Company will enter into Delayed Delivery Contracts and the principal amount of Senior Securities or Subordinated Securities
or number of Debt Warrants to be purchased by each of them, and the Company will advise the Representatives, at least two business
days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by
the Company and the principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants to be covered by
each such Delayed Delivery Contract.
The principal amount of Senior Securities
or Subordinated Securities or number of Debt Warrants agreed to be purchased by the respective Underwriters pursuant to the Terms
Agreement shall be reduced by the principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants,
as the case may be, covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by
the Representatives to the Company; provided, however, that the total principal amount of Senior Securities or Subordinated Securities
or number of Debt Warrants to be purchased by all Underwriters shall be the total amount of Senior Securities or Subordinated Securities
or number of Debt Warrants covered by the applicable Terms Agreement, less the principal amount of Senior Securities or Subordinated
Securities or number of Debt Warrants, as the case may be, covered by Delayed Delivery Contracts.
SECTION
3. Covenants of the Company. The Company covenants with the Representatives,
and with each Underwriter participating in the offering of Underwritten Securities, as follows:
(a)
The Company will notify the Underwriters immediately of (i) the effectiveness of any amendment to the Registration Statement,
(ii) the receipt of any comments from the Commission with respect to the Registration Statement, the Preliminary Prospectus or
the Prospectus, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement
to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company
will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting
thereof at the earliest possible moment.
(b)
During the period from the Applicable Time to the Closing Time, the Company will: (i) give the Underwriters notice of its
intention to file (a) any new or additional registration statement with respect to the Underwritten Securities or (b) any amendment
to the Registration Statement or any amendment or supplement to the Prospectus, whether by the filing of documents pursuant to
the 1933 Act, the 1934 Act or otherwise; (ii) furnish the Underwriters with copies of any document proposed to be filed and referred
to in clause (i) above a reasonable time in advance of filing; (iii) make available to the Underwriters copies of documents so
filed promptly upon the filing thereof; and (iv) give the Underwriters notice of the initiation of any examination pursuant to
Section 8(e) of the 1933 Act relating to the Registration Statement or any new or additional registration statement relating to
the Underwritten Securities or the Company becoming subject to a proceeding under Section 8A of the 1933 Act in connection with
the Underwritten Securities. The Company will promptly effect all filings necessary pursuant to Rule 424(b) of the 1933 Act Regulations,
in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and will take such steps
as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received
for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall pay the
required Commission filing fees relating to the Underwritten Securities within the time required by Rule 456(b)(1)(i) of the 1933
Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act
Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule
456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant
to Rule 424(b)).
(c)
The Company will furnish to each Underwriter as many copies of the Prospectus (as amended or supplemented) as such Underwriter
shall reasonably request so long as an Underwriter is required to deliver a Prospectus in connection with sales of Underwritten
Securities.
(d)
If at any time during the term of this Agreement any event shall occur or condition exist as a result of which it is necessary,
in the opinion of the Company or in the reasonable opinion of counsel for the Underwriters or counsel for the Company, to further
amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus in order that the same will not
include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein
not misleading (in the case of the General Disclosure Package and the Prospectus, in the light of the circumstances existing at
the time the same is delivered (or but for the exemption in Rule 172 of the 1933 Act Regulations would be required to be delivered)
to a purchaser), or if it shall be necessary, in the opinion of the Company or in the reasonable opinion of either such counsel,
to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or
the 1933 Act Regulations, the Company will promptly prepare and file with the Commission such amendment or supplement, whether
by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or
omission or to make the Registration Statement and the Prospectus comply with such requirements. If at any time following issuance
of a Permitted Free Writing Prospectus there occurred or occurs an event or development as a result of which such Permitted Free
Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included or
would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will
promptly (i) notify the Representatives and (ii) amend or supplement such Permitted Free Writing Prospectus to eliminate or correct
such conflict, untrue statement or omission.
(e)
With respect to each sale of Underwritten Securities, the Company will make generally available to its security holders
as soon as practicable, but not later than 90 days after the close of the period covered thereby, earning statements (in a form
complying with the provisions of Rule 158 under the 1933 Act) covering 12-month periods beginning, in each case, not later than
the first day of the Company’s fiscal quarter next following the “effective date” (as defined in Rule 158) of
the Registration Statement.
(f)
The Company will endeavor in good faith to qualify the Underwritten Securities for offering and sale under the applicable
securities laws of such jurisdictions as the Representatives may designate; provided, however, that the Company shall not be obligated
to file any general consent to service or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction
in which it is not so qualified. The Company will maintain such qualifications in effect for as long as may be required for the
distribution of the Underwritten Securities. The Company will file such statements and reports as may be required by the laws of
each jurisdiction in which the Underwritten Securities have been qualified as above provided.
(g)
The Company, during the period when the Prospectus is required to be delivered under the 1933 Act in connection with the
sale of the Underwritten Securities, will file promptly all documents required to be filed with the Commission pursuant to Section
13 or 14 of the 1934 Act.
(h)
Between the date of the Terms Agreement and the later of termination of any trading restrictions or Closing Time with respect
to the Underwritten Securities covered thereby, except for the issuance of senior debt securities upon the exercise of debt warrants,
if any, the Company will not, without the Representatives’ prior consent, offer to sell, or enter into any agreement to sell,
any new issue of senior debt securities of the Company with a maturity of more than one year, including additional Securities (other
than borrowings under the Company’s revolving credit agreements).
(i)
The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter
represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will
not make any offer relating to the Underwritten Securities that would constitute a “free writing prospectus,” as defined
in Rule 405 of the 1933 Act Regulations, required to be filed with the Commission. Any such free writing prospectus consented to
in writing by the Company and the Representatives is referred to herein as a “Permitted Free Writing Prospectus.” The
Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer
free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations, and has complied and will comply with the requirements
of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and
record keeping.
(j)
Subject to the consent of the Representatives required in the immediately preceding paragraph, the Company will prepare
a final term sheet relating to the final terms of the Underwritten Securities and their offering and will file such final term
sheet within the period required by Rule 433(d)(5)(ii) of the 1933 Act Regulations following the date such final terms have been
established for such Underwritten Securities. Any such final term sheet is, and shall be deemed to be, an issuer free writing prospectus
and a Permitted Free Writing Prospectus. Notwithstanding anything to the contrary contained herein, the Company consents to the
use by any Underwriter of a free writing prospectus that contains only (a) (i) information describing the preliminary terms of
the Underwritten Securities generally or the offering of Underwritten Securities or (ii) information that describes the final terms
of the Underwritten Securities of any particular series or their offering and that is or is to be included in the final term sheet
of the Company contemplated in the first sentence above or (b) other customary information that is neither “issuer information,”
as defined in Rule 433, or otherwise an issuer free writing prospectus.
SECTION
4. Conditions of Underwriters’ Obligations. The several obligations
of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement are subject to the accuracy of the representations
and warranties on the part of the Company herein contained, to the accuracy of the statements of the Company’s officers made
in any certificate furnished pursuant to the provisions hereof, to the performance by the Company of all of its covenants and other
obligations hereunder and to the following further conditions:
(a)
The Prospectus shall have been filed by the Company with the Commission pursuant to Rule 424(b) within the applicable time
period prescribed for such filing by the 1933 Act Regulations; and each Permitted Free Writing Prospectus shall have been filed
by the Company with the Commission pursuant to Rule 433 within the applicable time period prescribed for such filing by the 1933
Act Regulations (to the extent so required).
(b)
On or after the Applicable Time and prior to the applicable Closing Time (i) no stop order suspending the effectiveness
of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the
Commission, (ii) the rating assigned by Moody’s Investors Service, Inc., Standard & Poor’s Corporation, Fitch,
Inc. or any other nationally-recognized credit rating agency to any long-term debt securities of the Company as of the date of
the Terms Agreement shall not have been lowered since the execution of such Terms Agreement and (iii) there shall not have come
to the Representatives’ attention any facts that would cause the Representatives to believe that the Prospectus, together
with the General Disclosure Package, at the time it was required to be delivered to a purchaser of the Underwritten Securities,
contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at such time, not misleading.
(c)
At the applicable Closing Time, the Representatives shall have received:
(1)
The favorable opinion, dated as of the applicable Closing Time, of Kirkland & Ellis LLP, counsel for the Company, in
form and substance satisfactory to the Representatives, to the effect that:
(i)
The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware.
(ii)
This Agreement and the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company.
(iii)
The Indenture and the Warrant Agreement have been duly authorized, executed and delivered by the Company and, assuming due
authorization, execution and delivery by the Trustee, in the case of the Indenture, and the Warrant Agent, in the case of the Warrant
Agreement, constitute a valid and binding obligation of the Company, enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’
rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement
is considered in a proceeding in equity or at law) and except as enforcement thereof is subject, in the case of Underwritten Securities
denominated in a foreign currency or currency unit, to provisions of law that require that a judgment for money damages rendered
by a court in the United States be expressed only in United States dollars.
(iv)
The Underwritten Securities have been duly authorized by the Company and, when executed and authenticated as specified in
the Indenture in the case of the Senior Securities or Subordinated Securities, or the Warrant Agreement, in the case of Debt Warrants,
and delivered against payment pursuant to this Agreement, the Underwritten Securities will be valid and binding obligations of
the Company entitled to the benefits of the Indenture, in the case of Senior Securities or Subordinated Securities, or the Warrant
Agreement, in the case of Debt Warrants, and enforceable in accordance with their terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and
except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law) and except as enforcement thereof is subject, in the case of Underwritten Securities being denominated
in a foreign currency or currency unit, to provisions of law that require that a judgment for money damages rendered by a court
in the United States be expressed only in United States dollars; and the Warrant Securities, if any, have been duly authorized
by the Company and, when executed and authenticated as specified in the Indenture, and delivered against payment pursuant to the
Warrant Agreement, the Warrant Securities will be valid and binding obligations of the Company entitled to the benefits of the
Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof
is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)
and except as enforcement thereof is subject, in the case of Warrant Securities being denominated in a foreign currency or currency
unit, to provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed
only in United States dollars.
(v)
The Underwritten Securities, the Indenture and the Warrant Agreement conform in all material respects as to legal matters
to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus.
(vi)
The Indenture has been duly qualified under the 1939 Act.
(vii)
If the Underwritten Securities to which a Terms Agreement relates are convertible into shares of Common Stock, the shares
of Common Stock issuable upon conversion thereof have been duly authorized and reserved for issuance upon such conversion by all
necessary corporate action and when issued and delivered in accordance with the provisions of this Agreement relating thereto,
will be validly issued, fully paid and nonassessable, and the issuance of such shares upon such conversion will not be subject
to preemptive rights.
(viii)
The Registration Statement is effective under the 1933 Act and, to the best of their knowledge and information, no stop
order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated
or threatened by the Commission.
(ix)
The Registration Statement, at the Applicable Time, and the Prospectus, and each amendment or supplement thereto (except
for the financial statements and other financial data included therein or omitted therefrom and the Statement of Eligibility of
the Trustee on Form T-1, as to which such counsel need express no opinion), as of their respective dates, excluding the documents
incorporated by reference therein, appear on their face to have been appropriately responsive in all material respects to the requirements
of the 1933 Act and the 1933 Act Regulations and the 1939 Act.
(x)
The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus
(except for the financial statements and other financial data included therein or omitted therefrom, as to which such counsel need
express no opinion), as of the dates they were filed with the Commission, appear on their face to have been appropriately responsive
in all material respects to the requirements of the 1934 Act and the rules and regulations of the Commission thereunder.
(xi)
The execution and delivery of this Agreement, the fulfillment of the terms herein set forth and the consummation of the
transactions herein contemplated will not conflict with the charter or by-laws of the Company.
Such opinion shall also state that such counsel have
not verified, and are not passing upon and do not assume any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus, other than those mentioned in (v) of subsection 4(c)(1) of
this Section. Such counsel have, however, generally reviewed and discussed such statements with certain officers of the Company
and its auditors. In the course of such review and discussion, no facts have come to the attention of such counsel that has caused
such counsel to believe (i) that the Registration Statement or any amendment thereto (except for the financial statements and other
financial data included therein or omitted therefrom and the Statement of Eligibility of the Trustee on Form T-1, as to which such
counsel need not comment), at the Applicable Time, contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein not misleading or (ii) that the Prospectus or any
amendment or supplement thereto (except for the financial statements and other financial data included therein or omitted therefrom,
as to which such counsel need not comment), at the time the Prospectus was issued, at the time any such amended or supplemented
Prospectus was issued or at the applicable Closing Time, included or includes an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading or (iii) the General Disclosure Package, as of the Applicable Time or as of the applicable Closing
Time, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
(2)
The favorable opinion, dated as of the applicable Closing Time, of the General Counsel or an Associate General Counsel of
the Company to the effect that (i) the Company is duly qualified to transact business and is in good standing in Delaware, Illinois
and Iowa, and (ii) the execution and delivery of this Agreement, the Indenture and the Warrant Agreement, the fulfillment of the
terms herein and therein set forth and the consummation of the transactions herein and therein contemplated will not conflict with
or constitute a breach of or default under, the charter or by-laws of the Company or any agreement, indenture or other instrument
known to such counsel of which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or any
law, administrative regulation or administrative or court order known to such counsel to be applicable to the Company.
(3)
The favorable opinion, dated as of the applicable Closing Time, of Sidley Austin LLP, counsel for the Underwriters, with
respect to the matters set forth in (i) to (vi), inclusive, and (viii) and (ix), and the last paragraph, of subsection (c)(1) of
this Section.
(d)
At the applicable Closing Time, there shall not have been, since the date of the Terms Agreement or since the respective
dates as of which information is given in the General Disclosure Package or the Prospectus, any material adverse change in the
financial condition of the Company and its subsidiaries considered as one enterprise, or in the results of operations or business
prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business,
and the Representatives shall have received a certificate of the President or a Vice President of the Company, dated as of such
Closing Time, to the effect that there has been no such material adverse change and to the effect that the other representations
and warranties of the Company contained in Section 1 are true and correct.
(e)
The Representatives shall have received from Deloitte & Touche LLP or other independent certified public accountants
acceptable to the Representatives a letter, dated as of the date of the Terms Agreement and delivered at such time, in form heretofore
agreed to.
(f)
The Representatives shall have received from Deloitte & Touche LLP or other independent certified public accountants
acceptable to the Representatives a letter, dated as of the applicable Closing Time, reconfirming or updating the letter required
by subsection (e) of this Section to the extent that may be reasonably requested by the Representatives, except that the specified
date referred to shall be not more than three business days prior to Closing Time.
(g)
At the applicable Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions
as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Underwritten Securities
as herein contemplated and related proceedings or in order to evidence the accuracy and completeness of any of the representations
and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection
with the issuance and sale of the Underwritten Securities as herein contemplated shall be satisfactory in form and substance to
the Representatives and counsel for the Underwriters.
If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by
notice to the Company at any time at or prior to the applicable Closing Time, and such termination shall be without liability of
any party to any other party except as provided in Section 5.
SECTION
5. Payment of Expenses. The Company will pay all expenses incident
to the performance of its obligations under this Agreement, including (i) the preparation and filing of the Registration Statement,
each Preliminary Prospectus, each Permitted Free Writing Prospectus and the Prospectus and, in each case, any amendments or supplements
thereto, and the preparation, filing and reproduction of this Agreement and the Terms Agreement, (ii) the preparation, issuance
and delivery of the Underwritten Securities and any Warrant Securities issuable upon exercise of Debt Warrants to the Underwriters,
(iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Underwritten Securities
and any Warrant Securities issuable upon exercise of Debt Warrants under securities laws in accordance with the provisions of Section
3(f), including filing fees and the fee and disbursements of counsel for the Underwriters in connection therewith and in connection
with the preparation of any Blue Sky Surveys and Legal Investment Surveys, (v) the printing and delivery to the Underwriters in
quantities as hereinabove stated of copies of the Registration Statement, each Preliminary Prospectus, each Permitted Free Writing
Prospectus and the Prospectus and, in each case, any amendments or supplements thereto, (vi) the delivery by the Underwriters of
the General Disclosure Package and the Prospectus and, in each case, any amendments or supplements thereto in connection with solicitations
or confirmations of sales of the Underwritten Securities, (vii) the printing and delivery to the Underwriters of copies of the
Indenture, the Warrant Agreement, if any, and any Blue Sky Surveys and Legal Investment Surveys, (viii) the fees, if any, of rating
agencies and (ix) the fees and expenses, if any, incurred in connection with the listing of the Underwritten Securities or any
Warrant Securities on any national securities exchange.
If this Agreement is terminated by the Representatives
in accordance with the provisions of Section 4 or Section 9(i), the Company shall reimburse the Underwriters named in such Terms
Agreement for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.
SECTION
6. Indemnification. (a) The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933
Act as follows:
(i)
against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) including the Rule 430B
Information, or any omission or alleged omission therefrom, of a material fact required to be stated therein or necessary to make
the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained
in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus or the General Disclosure Package,
or the omission or alleged omission therefrom, of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, unless such untrue statement or omission or such alleged untrue
statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf
of any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus or the General Disclosure Package,
or was made in reliance upon the Form T-1 of the Trustee under the Indenture;
(ii)
against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or
of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if
such settlement is effected with the written consent of the Company; and
(iii)
against any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is
not paid under (i) or (ii) above.
In no case shall the Company be liable under
this indemnity agreement with respect to any claim made against any Underwriter or any such controlling person unless the Company
shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure so to
notify the Company shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.
The Company shall be entitled to participate at its own expense in the defense, or if it so elects within a reasonable time after
receipt of such notice, to assume the defense for any suit brought to enforce any such claim, but if the Company elects to assume
the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Underwriter or Underwriters or controlling
person or persons, defendant or defendants in any suit so brought. In the event that the Company elects to assume the defense of
any such suit and retains such counsel, the Underwriter or Underwriters or controlling person or persons, defendant or defendants
in the suit shall bear the fees and expenses of any additional counsel thereafter retained by them. In the event that the parties
to any such action (including impleaded parties) include both the Company and one or more Underwriters and any such Underwriter
shall have been advised by counsel chosen by it and satisfactory to the Company that there may be one or more legal defenses available
to it which are different from or additional to those available to the Company, the Company shall not have the right to assume
the defense of such action on behalf of such Underwriter and will reimburse such Underwriter and any person controlling such Underwriter
as aforesaid for the reasonable fees and expenses of any counsel retained by them, it being understood that the Company shall not,
in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all
such Underwriters and controlling persons, which firm shall be designated in writing by the Representatives. The Company agrees
to notify the Representatives within a reasonable time of the assertion of any claim against it, any of its officers or directors
or any person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, in connection with the sale of
the Underwritten Securities.
(b)
Each Underwriter severally agrees that it will indemnify and hold harmless the Company and each of its officers who signs
the Registration Statement and each of its directors and each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act to the same extent as the foregoing indemnity from the Company, but only with respect to statements or omissions
made in the Prospectus (or any amendment or supplement thereto), a Permitted Free Writing Prospectus, the Registration Statement
(or any amendment thereto), including the Rule 430B Information or the General Disclosure Package in reliance upon and in conformity
with written information furnished to the Company by or on behalf of such Underwriter through the Representatives expressly for
use in the Registration Statement (or any amendment thereto) or in the Prospectus (or any amendment or supplement thereto) or a
Permitted Free Writing Prospectus or the General Disclosure Package. In case any action shall be brought against the Company or
any person so indemnified based on the Registration Statement or the Prospectus (or any amendment or supplement thereto) or a Permitted
Free Writing Prospectus or the General Disclosure Package and in respect of which indemnity may be sought against any Underwriter,
such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have
the rights and duties given to the Underwriters, by the provisions of subsection (a) of this Section.
SECTION
7. Contribution. If the indemnification provisions provided in Section
6 above should under applicable law be unenforceable in respect of any losses, liabilities, claims, damages or expenses (or actions
in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, liabilities, claims, damages or expenses (or actions in respect thereof) in such proportion as
is appropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Underwritten
Securities and also the relative fault of the Company and the Underwriters in connection with the statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the total underwriting
discounts and commissions received by the Underwriters, in each case as set forth in the Prospectus, bear to the aggregate public
offering price of the Underwritten Securities. The relative fault shall be determined by reference to, among other things, whether
the indemnified party failed to give the notice required under Section 6 above including the consequences of such failure, and
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission of the Company and the Underwriters, directly or through
the Representatives. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to
this Section 7 were determined by per capita allocation (even if the Underwriters were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section
7. The amount paid or payable by an indemnified party as a result of the losses, liabilities, claims, damages or expenses (or actions
in respect thereof) referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at
which the Underwritten Securities underwritten by it and distributed to the public were offered to the public exceeds the amount
of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations in this Section 7 to contribute are several in proportion to their respective underwriting obligations and not joint.
The obligations of the Company under this
Section 7 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act; and the obligations
of the Underwriters under this Section 7 shall be in addition to any liability which the respective Underwriters may otherwise
have and shall extend, upon the same terms and conditions, to each officer who signs the Registration Statement and each director
of the Company and to each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act.
SECTION
8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Company
submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any termination of this Agreement,
or any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall
survive delivery of any Underwritten Securities to the Underwriters.
SECTION
9. Termination. The Representatives may terminate this Agreement,
immediately upon notice to the Company, at any time prior to the applicable Closing Time (i) if there has been, since the date
of the Terms Agreement or since the respective dates as of which information is given in the Registration Statement, the General
Disclosure Package or the Prospectus, any material adverse change in the financial condition of the Company and its subsidiaries
considered as one enterprise, or in the results of operations or business prospects of the Company and its subsidiaries considered
as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any outbreak or escalation
of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make
it, in the judgment of the Representatives, impracticable to market the Underwritten Securities or enforce contracts for the sale
of the Underwritten Securities, or (iii) if trading in the Common Stock of the Company has been suspended by the Commission or
a national securities exchange or if trading on either the Nasdaq Stock Market or the New York Stock Exchange has been suspended,
or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either
of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared
by either Federal or New York authorities. In the event of any such termination, (x) the covenants set forth in Section 3 with
respect to any offering of Underwritten Securities shall remain in effect so long as any Underwriter retains beneficial ownership
of any such Underwritten Securities purchased from the Company pursuant to the applicable Terms Agreement and (y) the covenant
set forth in Section 3(e), the provisions of Section 5, the indemnity agreement set forth in Section 6, the contribution provisions
set forth in Section 7 and the provisions of Sections 8 and 15 shall remain in effect.
SECTION
10. Default. If one or more of the Underwriters participating in an offering of Securities
shall fail at the applicable Closing Time to purchase the Underwritten Securities which it or they are obligated to purchase under
the applicable Terms Agreement (the “Defaulted Securities”), then the Representatives shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase
all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth.
If, however, during such 24 hours the Representatives shall not have completed such arrangements for the purchase of all of the
Defaulted Securities, then:
(a)
if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Underwritten
Securities to be purchased pursuant to the Terms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall
be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations thereunder bear
to the underwriting obligations of all such non-defaulting Underwriters, or
(b)
if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Underwritten
Securities to be purchased pursuant to such Terms Agreement, the Terms Agreement shall terminate without any liability on the part
of any non-defaulting Underwriters or the Company.
As used in this Section only, the aggregate
amount or aggregate principal amount of Defaulted Securities or of Underwritten Securities shall mean the aggregate principal amount
of any Senior Securities or Subordinated Securities, or both, plus the public offering price of any Debt Warrants included in the
relevant Underwritten Securities.
No action taken pursuant to this Section
shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement and
the Terms Agreement.
In the event of a default by any Underwriter
or Underwriters as set forth in this Section, either the Representatives or the Company shall have the right to postpone the applicable
Closing Time for a period not exceeding seven days in order that any required changes in the Registration Statement, General Disclosure
Package or Prospectus or in any other documents or arrangements may be effected.
SECTION
11. Notices. All notices and other communications hereunder shall be in writing and shall
be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters
shall be directed to the Representatives; notices to the Company shall be directed to it at One John Deere Place, Moline, Illinois
61265-8098, Attention: Treasurer.
SECTION
12. Parties. This Agreement shall inure to the benefit of and be binding upon the Company
and any Underwriter who becomes a party hereto, and their respective successors. Nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any person, firm or corporation, other than the parties hereto or thereto and their respective
successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal Representatives,
any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement
and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties and their respective
successors and said controlling persons and officers and directors and their heirs and legal Representatives, and for the benefit
of no other person, firm or corporation. No purchaser of Underwritten Securities from any Underwriter shall be deemed to be a successor
by reason merely of such purchase.
SECTION
13. Recognition of the U.S. Special Resolution Regimes.
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective
to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such
interest and obligation, were governed by the laws of the United States or a state of the United States.
In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United
States.
For
purposes of foregoing two paragraphs, “BHC Act Affiliate” has the meaning assigned to the term “affiliate”
in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b),
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii)
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance
Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act
and the regulations promulgated thereunder.
SECTION
14. Contractual Recognition of Bail-In. Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any of
the parties hereto, each of the parties acknowledges, accepts, and agrees that any BRRD Liability of a BRRD Party hereto arising
under this Agreement may be subject to the exercise of Statutory Loss Absorption Powers by the Relevant Resolution Authority and
acknowledges, accepts, consents to and agrees to be bound by:
(a)
the effect of the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution
Authority in relation to any BRRD Liability of any party under this Agreement, which exercise (without limitation) may include
and result in any of the following, or some combination thereof:
| (i) | the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due
thereon; |
| (ii) | the conversion of all, or a portion, of the BRRD Liability into shares, other securities
or other obligations of the BRRD Party or another person (and the issue to or conferral on it of such shares, securities or obligations);
|
| (iii) | the cancellation of the BRRD Liability; or |
| (iv) | the amendment or alteration of any interest, if applicable, thereon, the maturity or
the dates on which any payments are due, including by suspending payment for a temporary period; and |
(b)
the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise
of any Statutory Loss Absorption Powers by the Relevant Resolution Authority.
(c)
For purposes of this Section 14,
“Bail-in
Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time
implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation
Schedule from time to time.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms,
as amended or replaced from time to time.
“BRRD Liability”
has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation.
“BRRD Party”
means any party hereto that is subject to Statutory Loss Absorption Powers;
“EU Bail-in
Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.
“Relevant
Resolution Authority” means, in relation to any BRRD Party, the resolution authority with the ability to exercise any Statutory
Loss Absorption Powers as defined in this Section 17.
“Statutory
Loss Absorption Powers” means any write-down, conversion, transfer, modification, suspension or similar or related power
existing from time to time under, and exercised in compliance with, any applicable laws, regulations, rules or requirements pursuant
to the applicable Bail-in Legislation.
SECTION
15. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made and to be performed in said State.
SECTION
16. Counterparts. The Terms Agreement may be executed in one or more counterparts, and if
executed in more than one counterpart the executed counterparts shall constitute a single instrument.
EXHIBIT A
DEERE & COMPANY
(a Delaware corporation)
[Title of Securities]
DELAYED DELIVERY CONTRACT
, 20[•]
DEERE & COMPANY
One John Deere Place
Moline, Illinois 61265
Attention:
Dear Sirs:
The undersigned hereby agrees to
purchase from Deere & Company (the “Company”), and the Company agrees to sell to the undersigned on, [•]
20[•] (the “Delivery Date”), principal amount of the Company’s [insert title of security] (the
“Securities”), offered by the Company’s Prospectus dated , 20[•], as supplemented by its Prospectus
Supplement dated [•], 20[•], receipt of which is hereby acknowledged at a purchase price of [[•]% of the
principal amount thereof, plus accrued interest from [•], 20[•],] [and $[•] per Warrant, respectively] to the
Delivery Date, and on the further terms and conditions set forth in this contract.
Payment for the Securities which the undersigned
has agreed to purchase on the Delivery Date shall be made to the Company or its order by certified or official bank check in New
York Clearing House funds at the office of [•], on the Delivery Date, upon delivery to the undersigned of the Securities to
be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may
designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery
Date.
The obligation of the undersigned to take
delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase
of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject and (2) the Company, on or before [•], 20[•], shall have sold to the Underwriters of
the Securities (the “Underwriters”) such principal amount of the Securities as is to be sold to them pursuant to the
Terms Agreement dated [•],20[•] between the Company and the Underwriters. The obligation of the undersigned to take delivery
of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments
for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment
in the Securities is not, as of the date hereof; prohibited under the laws of any jurisdiction to which the undersigned is subject
and which govern such investment.
Promptly after completion of the sale to
the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied
by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith.
By the execution hereof the undersigned
represents and warrants to the Company that all necessary corporate action for the due execution and delivery of this contract
and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental
or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by
the Company and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of
the undersigned in accordance with its terms.
This contract will inure to the benefit
of and binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without
the written consent of the other.
It is understood that the Company will not
accept Delayed Delivery Contracts for an aggregate principal amount of Securities in excess of $[•] and that the acceptance
of any Delayed Delivery Contract is in the Company’s sole discretion and, without limiting the foregoing, need not be on
a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form
of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the undersigned when such copy is so mailed or delivered.
This Agreement shall be governed by the
laws of the State of New York.
| |
|
Yours very truly, |
| |
|
|
| |
By: |
|
| |
|
|
| |
|
(Name of Purchaser) |
| |
|
|
| |
|
|
| |
|
(Title) |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
(Address) |
| |
Accepted as of the date first above written. |
| |
|
|
| |
DEERE & COMPANY |
|
| |
|
|
| By: |
|
|
| |
|
|
| |
(Name) |
|
| |
|
|
| |
|
|
| |
(Title) |
|
PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone number of the Representatives
of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please print.)
| | Name | | |
Telephone No. (including Area
Code) |
