10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 3, 2020

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file no: 1-4121

DEERE  &  COMPANY

(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation) 36-2382580
(IRS employer identification no.)

One John Deere Place

Moline, Illinois 61265

(Address of principal executive offices)

Telephone Number: (309) 765-8000

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, $1 par value	DE	New York Stock Exchange
8½% Debentures Due 2022	DE22	New York Stock Exchange
6.55% Debentures Due 2028	DE28	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

At May 3, 2020, 312,858,631 shares of common stock, $1 par value, of the registrant were outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
DEERE & COMPANY
STATEMENT OF CONSOLIDATED INCOME
For the Three Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars and shares except per share amounts) Unaudited
	2020		2019
Net Sales and Revenues
Net sales	$	8,224	$	10,273
Finance and interest income		849		838
Other income		180		231
Total		9,253		11,342
Costs and Expenses
Cost of sales		6,294		7,755
Research and development expenses		406		457
Selling, administrative and general expenses		906		947
Interest expense		342		351
Other operating expenses		377		359
Total		8,325		9,869
Income of Consolidated Group before Income Taxes		928		1,473
Provision for income taxes		245		343
Income of Consolidated Group		683		1,130
Equity in income (loss) of unconsolidated affiliates		(17)		6
Net Income		666		1,136
Less: Net income attributable to noncontrolling interests				1
Net Income Attributable to Deere & Company	$	666	$	1,135
Per Share Data
Basic	$	2.13	$	3.57
Diluted	$	2.11	$	3.52
Average Shares Outstanding
Basic		313.2		317.9
Diluted		316.2		322.2

See Condensed Notes to Interim Consolidated Financial Statements.

2

DEERE & COMPANY
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
For the Three Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited
	2020		2019
Net Income	$	666	$	1,136
Other Comprehensive Income (Loss), Net of Income Taxes
Retirement benefits adjustment		57		49
Cumulative translation adjustment		(441)		(82)
Unrealized loss on derivatives		(8)		(7)
Unrealized gain on debt securities		6		8
Other Comprehensive Income (Loss), Net of Income Taxes		(386)		(32)
Comprehensive Income of Consolidated Group		280		1,104
Less: Comprehensive income attributable to noncontrolling interests				1
Comprehensive Income Attributable to Deere & Company	$	280	$	1,103

See Condensed Notes to Interim Consolidated Financial Statements.

3

DEERE & COMPANY
STATEMENT OF CONSOLIDATED INCOME
For the Six Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars and shares except per share amounts) Unaudited
	2020		2019
Net Sales and Revenues
Net sales	$	14,754	$	17,214
Finance and interest income		1,745		1,653
Other income		385		459
Total		16,884		19,326
Costs and Expenses
Cost of sales		11,371		13,186
Research and development expenses		831		864
Selling, administrative and general expenses		1,715		1,710
Interest expense		678		704
Other operating expenses		792		711
Total		15,387		17,175
Income of Consolidated Group before Income Taxes		1,497		2,151
Provision for income taxes		295		528
Income of Consolidated Group		1,202		1,623
Equity in income (loss) of unconsolidated affiliates		(18)		13
Net Income		1,184		1,636
Less: Net income attributable to noncontrolling interests		2		3
Net Income Attributable to Deere & Company	$	1,182	$	1,633
Per Share Data
Basic	$	3.77	$	5.13
Diluted	$	3.73	$	5.07
Average Shares Outstanding
Basic		313.3		318.1
Diluted		316.7		322.4

See Condensed Notes to Interim Consolidated Financial Statements.

4

DEERE & COMPANY
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
For the Six Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited
	2020		2019
Net Income	$	1,184	$	1,636
Other Comprehensive Income (Loss), Net of Income Taxes
Retirement benefits adjustment		287		68
Cumulative translation adjustment		(398)		(244)
Unrealized loss on derivatives		(8)		(15)
Unrealized gain on debt securities		11		16
Other Comprehensive Income (Loss), Net of Income Taxes		(108)		(175)
Comprehensive Income of Consolidated Group		1,076		1,461
Less: Comprehensive income attributable to noncontrolling interests		2		3
Comprehensive Income Attributable to Deere & Company	$	1,074	$	1,458

See Condensed Notes to Interim Consolidated Financial Statements.

5

DEERE & COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions of dollars) Unaudited
	May 3		November 3		April 28
	2020		2019		2019
Assets
Cash and cash equivalents	$	8,900	$	3,857	$	3,484
Marketable securities		626		581		545
Receivables from unconsolidated affiliates		32		46		34
Trade accounts and notes receivable – net		5,986		5,230		7,519
Financing receivables – net		27,256		29,195		25,870
Financing receivables securitized – net		4,685		4,383		4,814
Other receivables		1,212		1,487		1,477
Equipment on operating leases – net		7,245		7,567		7,040
Inventories		6,171		5,975		7,161
Property and equipment – net		5,685		5,973		5,757
Investments in unconsolidated affiliates		192		215		235
Goodwill		2,917		2,917		3,025
Other intangible assets – net		1,311		1,380		1,476
Retirement benefits		960		840		1,383
Deferred income taxes		1,435		1,466		1,039
Other assets		2,713		1,899		1,871
Total Assets	$	77,326	$	73,011	$	72,730
Liabilities and Stockholders’ Equity
Liabilities
Short-term borrowings	$	11,179	$	10,784	$	11,762
Short-term securitization borrowings		4,640		4,321		4,702
Payables to unconsolidated affiliates		91		142		200
Accounts payable and accrued expenses		9,072		9,656		9,626
Deferred income taxes		475		495		514
Long-term borrowings		34,324		30,229		28,255
Retirement benefits and other liabilities		5,680		5,953		5,733
Total liabilities		65,461		61,580		60,792
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest (Note 22)				14		14
Stockholders’ Equity
Common stock, $1 par value (issued shares at May 3, 2020 – 536,431,204)		4,713		4,642		4,559
Common stock in treasury		(17,690)		(17,474)		(16,739)
Retained earnings		30,556		29,852		28,709
Accumulated other comprehensive income (loss)		(5,715)		(5,607)		(4,610)
Total Deere & Company stockholders’ equity		11,864		11,413		11,919
Noncontrolling interests		1		4		5
Total stockholders’ equity		11,865		11,417		11,924
Total Liabilities and Stockholders’ Equity	$	77,326	$	73,011	$	72,730

See Condensed Notes to Interim Consolidated Financial Statements.

6

DEERE & COMPANY
STATEMENT OF CONSOLIDATED CASH FLOWS
For the Six Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited
	2020		2019
Cash Flows from Operating Activities
Net income	$	1,184	$	1,636
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Provision for credit losses		107		37
Provision for depreciation and amortization		1,067		1,016
Impairment charges		114
Share-based compensation expense		48		44
Undistributed earnings of unconsolidated affiliates		(8)		(9)
Credit for deferred income taxes		(61)		(282)
Changes in assets and liabilities:
Trade, notes, and financing receivables related to sales		(491)		(2,731)
Inventories		(496)		(1,394)
Accounts payable and accrued expenses		(707)		(66)
Accrued income taxes payable/receivable		(173)		157
Retirement benefits		58		20
Other		134		77
Net cash provided by (used for) operating activities		776		(1,495)
Cash Flows from Investing Activities
Collections of receivables (excluding receivables related to sales)		9,624		9,176
Proceeds from maturities and sales of marketable securities		39		30
Proceeds from sales of equipment on operating leases		898		823
Cost of receivables acquired (excluding receivables related to sales)		(9,367)		(8,887)
Purchases of marketable securities		(71)		(59)
Purchases of property and equipment		(441)		(491)
Cost of equipment on operating leases acquired		(960)		(924)
Collateral on derivatives - net		319		60
Other		(11)		(100)
Net cash provided by (used for) investing activities		30		(372)
Cash Flows from Financing Activities
Increase in total short-term borrowings		1,138		1,570
Proceeds from long-term borrowings		7,275		4,232
Payments of long-term borrowings		(3,315)		(3,427)
Proceeds from issuance of common stock		70		95
Repurchases of common stock		(263)		(481)
Dividends paid		(481)		(462)
Other		(81)		(54)
Net cash provided by financing activities		4,343		1,473
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash		(102)		(35)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		5,047		(429)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		3,956		4,015
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	9,003	$	3,586

See Condensed Notes to Interim Consolidated Financial Statements.

7

DEERE & COMPANY
STATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY
For the Three and Six Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited
			Total Stockholders’ Equity
			Deere & Company Stockholders
									Accumulated
	Total								Other				Redeemable
	Stockholders’		Common		Treasury		Retained		Comprehensive		Noncontrolling		Noncontrolling
	Equity		Stock		Stock		Earnings		Income (Loss)		Interests		Interest
Three Months Ended April 28, 2019
Balance January 27, 2019	$	11,333	$	4,512	$	(16,422)	$	27,816	$	(4,578)	$	5	$	14
Net income		1,136						1,135				1
Other comprehensive loss		(32)								(32)
Repurchases of common stock		(337)				(337)
Treasury shares reissued		20				20
Dividends declared		(243)						(242)				(1)
Stock options and other		47		47
Balance April 28, 2019	$	11,924	$	4,559	$	(16,739)	$	28,709	$	(4,610)	$	5	$	14
Six Months Ended April 28, 2019
Balance October 28, 2018	$	11,291	$	4,474	$	(16,312)	$	27,553	$	(4,427)	$	3	$	14
ASU No. 2016-01 adoption								8		(8)
Net income		1,636						1,633				3
Other comprehensive loss		(175)								(175)
Repurchases of common stock		(481)				(481)
Treasury shares reissued		54				54
Dividends declared		(486)						(485)				(1)
Stock options and other		85		85
Balance April 28, 2019	$	11,924	$	4,559	$	(16,739)	$	28,709	$	(4,610)	$	5	$	14
Three Months Ended May 3, 2020
Balance February 2, 2020	$	11,930	$	4,675	$	(17,549)	$	30,129	$	(5,329)	$	4	$	14
Net income		666						666
Other comprehensive loss		(386)								(386)
Repurchases of common stock		(149)				(149)
Treasury shares reissued		8				8
Dividends declared		(241)						(238)				(3)
Noncontrolling interest redemption (Note 22)														(14)
Stock options and other		37		38				(1)
Balance May 3, 2020	$	11,865	$	4,713	$	(17,690)	$	30,556	$	(5,715)	$	1
Six Months Ended May 3, 2020
Balance November 3, 2019	$	11,417	$	4,642	$	(17,474)	$	29,852	$	(5,607)	$	4	$	14
Net income		1,183						1,182				1		1
Other comprehensive loss		(108)								(108)
Repurchases of common stock		(263)				(263)
Treasury shares reissued		47				47
Dividends declared		(480)						(477)				(3)		(1)
Noncontrolling interest redemption (Note 22)														(14)
Stock options and other		69		71				(1)				(1)
Balance May 3, 2020	$	11,865	$	4,713	$	(17,690)	$	30,556	$	(5,715)	$	1

See Condensed Notes to Interim Consolidated Financial Statements.

8

Condensed Notes to Interim Consolidated Financial Statements (Unaudited)

(1)  Organization and Consolidation

The information in the notes and related commentary are presented in a format which includes data grouped as follows:

Equipment Operations – Includes the Company’s agriculture and turf operations and construction and forestry operations with financial services reflected on the equity basis.

Financial Services – Includes primarily the Company’s financing operations.

Consolidated – Represents the consolidation of the equipment operations and financial services. References to “Deere & Company” or “the Company” refer to the entire enterprise.

The Company uses a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The second quarter ends for fiscal year 2020 and 2019 were May 3, 2020 and April 28, 2019, respectively. Both periods contained 13 weeks.

Variable Interest Entities

The Company consolidates certain Variable Interest Entities (VIEs) related to retail note securitizations (see Note 12).

The Company also has an interest in a joint venture that manufactures construction equipment in Brazil for local and overseas markets. The joint venture is a VIE; however, the Company is not the primary beneficiary. Therefore, the entity’s financial results are not fully consolidated in the Company’s consolidated financial statements, but are included on the equity basis. The maximum exposure to loss was $13 million, $22 million, and $22 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

(2)  Summary of Significant Accounting Policies and Cash Flow Information

The interim consolidated financial statements of Deere & Company have been prepared by the Company, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. It is suggested that these interim consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto appearing in the Company’s latest annual report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts and related disclosures. The identification and rapid spread of COVID-19 (COVID) has resulted in governments and other authorities implementing numerous measures designed to contain the virus. These and other actions have resulted in uncertainties in the Company’s business, which may result in actual results differing significantly from those estimates. Examples of estimates used in the financial statements affected by this uncertainty include sales incentive costs, incurred credit losses, the value of used equipment, equipment on operating lease return rates, forecasted annual effective income tax rate, and cash flows to determine long-lived assets, goodwill, and certain intangible asset recoverability, and fair value measurements.

Cash Flow Information

All cash flows from the changes in trade accounts and notes receivable are classified as operating activities in the statement of consolidated cash flows as these receivables arise from sales to the Company’s customers. Cash flows from financing receivables that are related to sales to the Company’s customers are also included in operating activities. The remaining financing receivables are related to the financing of equipment sold by independent dealers and are included in investing activities.

The Company had the following non-cash operating and investing activities that were not included in the statement of consolidated cash flows. The Company transferred inventory to equipment on operating leases of approximately $255 million and $308 million in the first six months of 2020 and 2019, respectively. The Company also had accounts payable related to purchases of property and equipment of approximately $46 million and $74 million at May 3, 2020 and April 28, 2019, respectively.

9

The Company’s restricted cash held at May 3, 2020, November 3, 2019, April 28, 2019, and October 28, 2018 was as follows in millions of dollars:

	May 3		November 3		April 28		October 28
	2020		2019		2019		2018
Equipment operations	$	11	$	21	$	10	$	7
Financial services		92		78		92		104
Total	$	103	$	99	$	102	$	111

The equipment operations’ restricted cash relates to miscellaneous operational activities. The financial services restricted cash primarily relates to securitization of financing receivables (see Note 12). The restricted cash is recorded in “Other assets” in the consolidated balance sheet.

(3)     New Accounting Standards

New Accounting Standards Adopted

In the first quarter of 2020, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), which supersedes Accounting Standards Codification (ASC) 840, Leases. This ASU was adopted using a modified-retrospective approach. The ASU’s primary change is the requirement for lessee entities to recognize a lease liability for payments and a right of use asset during the term of operating lease arrangements. The ASU did not significantly change the lessee’s recognition, measurement, and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. The ASU adds new disclosures about the Company’s leasing activities. The Company elected the optional practical expedients to not reassess whether existing contracts contain leases, not reassess lease classification, and not reassess initial direct costs for existing leases. The Company did not elect the hindsight practical expedient. In addition, the Company elected to combine lease and non-lease components for all asset classes and to not recognize a right of use asset or lease liability for arrangements that qualify as short-term leases.

The operating lease liabilities are recorded in “Accounts payable and accrued expenses” and the operating lease right of use assets are recorded in “Other assets.” The finance lease liabilities are recorded in “Short-term borrowings” or “Long-term borrowings” based on the remaining lease term, and the finance lease right of use assets are recorded in “Property and equipment - net.” In addition to the lease liabilities and right of use assets, land use rights were reclassified from “Other intangible assets - net” to “Other assets” and finance lease liabilities were reclassified from “Accounts payable and accrued expenses” to “Short-term borrowings” and “Long-term borrowings.” The effect of adopting the ASU on the consolidated balance sheet follows in millions of dollars:

	November 3, 2019		Cumulative Effect from Adoption		November 4, 2019
Assets
Other intangible assets - net	$	1,380	$	(23)	$	1,357
Other assets		1,899		402		2,301
Liabilities
Short-term borrowings	$	10,784	$	11	$	10,795
Accounts payable and accrued expenses		9,656		348		10,004
Long-term borrowings		30,229		20		30,249

The Company implemented a new system for lessee accounting with new processes and controls at the time of adopting the ASU. The adoption did not have a material effect on the Company’s operating results or cash flows. See Note 15 for additional information.

10

The Company also adopted the following standards in the first quarter of 2020, none of which had a material effect on the Company’s consolidated financial statements:

Accounting Standards Updates

2017-08	Premium Amortization on Purchased Callable Debt Securities, which amends ASC 310-20, Receivables – Nonrefundable Fees and Other Costs
2018-07	Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation
2019-04	Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The adoption was for clarifications to ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities

In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which establishes ASC 848, Reference Rate Reform. Regulators in several countries are requiring initiatives to identify alternative reference rates to the London Interbank Offered Rates and other interbank rates. This regulatory requirement will likely result in contract revisions that will transition to alternative reference rates. This ASU provides optional, temporary guidance, simplifications, and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions resulting from the transition. The guidance in this ASU is elective and effective beginning in the second quarter of 2020 through December 31, 2022. The Company is evaluating the contracts that could be affected by an alternative reference rate and assessing the potential effects of the ASU on the consolidated financial statements.

New Accounting Standards to be Adopted

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which establishes ASC 326, Financial Instruments – Credit Losses. The ASU revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss to an expected loss methodology. The ASU affects receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The effective date will be the first quarter of fiscal year 2021. The ASU will be adopted using a modified-retrospective approach. The Company is developing models to estimate expected credit losses, assessing appropriate assumptions, designing new procedures and controls, and evaluating the potential effects on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which amends ASC 350-40, Intangibles – Goodwill and Other – Internal-Use Software. This ASU requires customers in a hosting arrangement that is a service contract to evaluate the implementation costs of the hosting arrangement using the guidance to develop internal-use software. The project development stage determines the implementation costs that are capitalized or expensed. Capitalized implementation costs are amortized over the term of the service arrangement and are presented in the same income statement line item as the service contract costs. The effective date will be the first quarter of fiscal year 2021, with early adoption permitted. The Company will adopt the ASU on a prospective basis. The Company is evaluating the potential effects on the Company’s consolidated financial statements.

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The effective dates for the separate portions of the ASU and the expected effect on the consolidated financial statements are as follows for the portions that have not yet been adopted: (1) clarifications to ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, is the first quarter of fiscal year 2021, which is under evaluation, and (2) clarifications to ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities is the first quarter of fiscal year 2021, which will not have a material effect on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which amends ASC 740, Income Taxes. This ASU simplifies the accounting for income taxes by modifying the treatment of intraperiod tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, the ASU also provides guidance for the accounting of a franchise tax that is partially based on income, requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date, and clarifies the tax accounting of a step up in tax basis of goodwill. The effective date will be the first quarter of fiscal year 2022, with early adoption permitted. The guidance related to the foreign equity method investments, foreign subsidiaries, and franchise taxes will be adopted using a modified-retrospective approach. The remaining provisions will be adopted prospectively. The adoption is not expected to have a material effect on the Company’s consolidated financial statements.

11

(4)  Revenue Recognition

The Company’s revenue by primary geographical market, major product line, and timing of revenue recognition in millions of dollars follow:

	Three Months Ended May 3, 2020
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	3,381	$	1,263	$	604	$	5,248
Canada		266		166		151		583
Western Europe		1,111		358		22		1,491
Central Europe and CIS		338		140		8		486
Latin America		458		135		60		653
Asia, Africa, Australia, New Zealand, and Middle East		511		251		30		792
Total	$	6,065	$	2,313	$	875	$	9,253
Major product lines:
Large Agriculture	$	3,075					$	3,075
Small Agriculture		1,976						1,976
Turf		806						806
Construction			$	877				877
Compact Construction				339				339
Roadbuilding				723				723
Forestry				254				254
Financial Products		21		6	$	875		902
Other		187		114				301
Total	$	6,065	$	2,313	$	875	$	9,253
Timing of revenue recognition:
Revenue recognized at a point in time	$	6,016	$	2,287	$	26	$	8,329
Revenue recognized over time		49		26		849		924
Total	$	6,065	$	2,313	$	875	$	9,253

	Six Months Ended May 3, 2020
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	5,881	$	2,283	$	1,247	$	9,411
Canada		404		338		307		1,049
Western Europe		1,889		697		44		2,630
Central Europe and CIS		558		299		18		875
Latin America		913		294		126		1,333
Asia, Africa, Australia, New Zealand, and Middle East		1,015		507		64		1,586
Total	$	10,660	$	4,418	$	1,806	$	16,884
Major product lines:
Large Agriculture	$	5,214					$	5,214
Small Agriculture		3,741						3,741
Turf		1,274						1,274
Construction			$	1,718				1,718
Compact Construction				627				627
Roadbuilding				1,328				1,328
Forestry				528				528
Financial Products		48		13	$	1,806		1,867
Other		383		204				587
Total	$	10,660	$	4,418	$	1,806	$	16,884
Timing of revenue recognition:
Revenue recognized at a point in time	$	10,556	$	4,366	$	52	$	14,974
Revenue recognized over time		104		52		1,754		1,910
Total	$	10,660	$	4,418	$	1,806	$	16,884

12

	Three Months Ended April 28, 2019
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	3,912	$	1,738	$	604	$	6,254
Canada		313		265		153		731
Western Europe		1,360		379		21		1,760
Central Europe and CIS		393		155		9		557
Latin America		772		194		69		1,035
Asia, Africa, Australia, New Zealand, and Middle East		647		328		30		1,005
Total	$	7,397	$	3,059	$	886	$	11,342
Major product lines:
Large Agriculture	$	3,494					$	3,494
Small Agriculture		2,632						2,632
Turf		989						989
Construction			$	1,478				1,478
Compact Construction				320				320
Roadbuilding				814				814
Forestry				338				338
Financial Products		25		6	$	886		917
Other		257		103				360
Total	$	7,397	$	3,059	$	886	$	11,342
Timing of revenue recognition:
Revenue recognized at a point in time	$	7,345	$	3,034			$	10,379
Revenue recognized over time		52		25	$	886		963
Total	$	7,397	$	3,059	$	886	$	11,342

	Six Months Ended April 28, 2019
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	6,540	$	2,901	$	1,179	$	10,620
Canada		485		513		310		1,308
Western Europe		2,208		716		41		2,965
Central Europe and CIS		541		326		18		885
Latin America		1,320		344		133		1,797
Asia, Africa, Australia, New Zealand, and Middle East		1,100		591		60		1,751
Total	$	12,194	$	5,391	$	1,741	$	19,326
Major product lines:
Large Agriculture	$	5,661					$	5,661
Small Agriculture		4,441						4,441
Turf		1,495						1,495
Construction			$	2,487				2,487
Compact Construction				584				584
Roadbuilding				1,412				1,412
Forestry				690				690
Financial Products		44		13	$	1,741		1,798
Other		553		205				758
Total	$	12,194	$	5,391	$	1,741	$	19,326
Timing of revenue recognition:
Revenue recognized at a point in time	$	12,100	$	5,347			$	17,447
Revenue recognized over time		94		44	$	1,741		1,879
Total	$	12,194	$	5,391	$	1,741	$	19,326

Following is a description of the Company’s major product lines:

Large Agriculture – Includes net sales of tractors with more than approximately 200 horsepower and associated attachments, combines, cotton pickers, cotton strippers, self-propelled forage harvesters and related attachments, and sugarcane harvesters, harvesting front-end equipment, sugarcane loaders and pull behind scrapers, tillage, seeding, and application equipment, including sprayers, nutrient management and soil preparation machinery, and related attachments and service parts.

13

Small Agriculture – Includes net sales of medium and utility tractors with less than approximately 200 horsepower, hay and forage equipment, balers, mowers, and related attachments and service parts.

Turf – Includes net sales of turf and utility equipment, including riding lawn equipment and walk-behind mowers, golf course equipment, utility vehicles, and commercial mowing equipment, along with a broad line of associated implements, other outdoor power products, and related attachments and service parts.

Construction – Includes net sales of a broad range of machines used in construction, earthmoving, and material handling, including backhoe loaders, crawler dozers and loaders, four-wheel-drive loaders, excavators, motor graders, articulated dump trucks, and related attachments and service parts.

Compact Construction – Includes net sales of smaller construction equipment, including compact excavators, compact track loaders, compact wheel loaders, skid steers, landscape loaders, and related attachments and service parts.

Roadbuilding – Includes net sales of equipment used in roadbuilding and renovation, including milling machines, recyclers, slipform pavers, surface miners, asphalt pavers, compactors, tandem and static rollers, mobile crushers and screens, mobile and stationary asphalt plants, and related attachments and service parts.

Forestry – Includes net sales of equipment used in timber harvesting, including log skidders, feller bunchers, log loaders, log forwarders, log harvesters, and related attachments and service parts.

Financial Products – Includes finance and interest income primarily from retail notes related to sales of John Deere equipment to end customers, wholesale financing to dealers of John Deere equipment, and revolving charge accounts; lease income from retail leases of John Deere equipment; and revenue from extended warranties.

Other – Includes sales of certain components to other equipment manufacturers, revenue earned over time from precision guidance, telematics, and other information enabled solutions, revenue from service performed at company owned dealerships and service centers, gains on disposition of property and businesses, trademark licensing revenue, and other miscellaneous revenue items.

The Company invoices in advance of recognizing the sale of certain products and the revenue for certain services. These items are primarily for premiums for extended warranties, advance payments for future equipment sales, and subscription and service revenue related to precision guidance and telematic services. These advanced customer payments are presented as deferred revenue, a contract liability, in “Accounts payable and accrued expenses” in the consolidated balance sheet. The deferred revenue received, but not recognized in revenue, including extended warranty premiums also shown in Note 16, was $1,077 million, $1,010 million and $1,014 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The contract liability is reduced as the revenue is recognized. During the three months ended May 3, 2020 and April 28, 2019, $97 million and $103 million, respectively, of revenue was recognized from deferred revenue that was recorded as a contract liability at the beginning of the respective fiscal year. During the six months ended May 3, 2020 and April 28, 2019, $278 million and $265 million, respectively, of revenue was recognized from deferred revenue that was recorded as a contract liability at the beginning of the respective fiscal year.

The Company entered into contracts with customers to deliver equipment and services that have not been recognized at May 3, 2020 because the equipment or services have not been provided. These contracts primarily relate to extended warranty and certain precision guidance and telematic services. The amount of unsatisfied performance obligations for contracts with an original duration greater than one year is $907 million at May 3, 2020. The estimated revenue to be recognized by fiscal year follows in millions of dollars: remainder of 2020 - $214, 2021 - $320, 2022 - $205, 2023 - $109, 2024 - $45, and later years - $14. The Company discloses unsatisfied performance obligations with an original contract duration greater than one year. The contracts with an expected duration of one year or less are generally for sales to dealers and end customers for equipment, service parts, repair services, and certain telematics services.

As explained in the 2019 Form 10-K, the Company’s policy on trade accounts and notes receivables is to not extend interest-free periods nor to forgive interest charged. During the second quarter of 2020, the Company provided short-term payment relief on trade accounts and notes receivables to independent dealers and certain other customers (customers) that are negatively affected by the economic effects of COVID. The relief was provided both in regional programs and case-by-case situations with creditworthy customers. This relief generally included payment deferrals not exceeding three months, extending interest-free periods for up to an additional three months with the total interest-free period not to exceed one year, or reducing interest rates for a maximum of three months. The trade receivable balance granted relief in the second quarter was $707 million with $585 million outstanding, or approximately 10 percent of the trade receivable portfolio, at May 3, 2020. These actions were taken in response to the sudden, severe economic effects of COVID on customers. Outside of these actions, the Company is not modifying its normal sales terms with customers that are outlined in the 2019 Form 10-K.

14

For customers who obtained payment relief, subsequent sales transactions are evaluated to confirm the revenue recognition criteria are met, including the sales price is determinable and collectability of the payments are probable based on the terms outlined in the contract.

(5)  Other Comprehensive Income Items

The after-tax changes in accumulated other comprehensive income (loss) in millions of dollars follow:

									Total
					Unrealized		Unrealized		Accumulated
	Retirement		Cumulative		Gain (Loss)		Gain (Loss)		Other
	Benefits		Translation		on		on		Comprehensive
	Adjustment		Adjustment		Derivatives		Debt Securities		Income (Loss)
Balance October 28, 2018	$	(3,237)	$	(1,203)	$	15	$	(2)	$	(4,427)
ASU No. 2016-01 adoption								(8)		(8)
Other comprehensive income (loss) items before reclassification		32		(244)		(11)		16		(207)
Amounts reclassified from accumulated other comprehensive income		36				(4)				32
Net current period other comprehensive income (loss)		68		(244)		(15)		16		(175)
Balance April 28, 2019	$	(3,169)	$	(1,447)			$	6	$	(4,610)
Balance November 3, 2019	$	(3,915)	$	(1,651)	$	(60)	$	19	$	(5,607)
Other comprehensive income (loss) items before reclassification		186		(398)		(13)		11		(214)
Amounts reclassified from accumulated other comprehensive income		101				5				106
Net current period other comprehensive income (loss)		287		(398)		(8)		11		(108)
Balance May 3, 2020	$	(3,628)	$	(2,049)	$	(68)	$	30	$	(5,715)

15

Following are amounts recorded in and reclassifications out of other comprehensive income (loss), and the income tax effects, in millions of dollars:

	Before		Tax		After
	Tax		(Expense)		Tax
Three Months Ended May 3, 2020	Amount		Credit		Amount
Cumulative translation adjustment	$	(441)			$	(441)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(15)	$	3		(12)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		4				4
Net unrealized gain (loss) on derivatives		(11)		3		(8)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		8		(2)		6
Net unrealized gain (loss) on debt securities		8		(2)		6
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(28)		6		(22)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		62		(16)		46
Prior service (credit) cost		3				3
Settlements		3				3
OPEB
Net actuarial gain (loss)		29		(7)		22
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		7		(1)		6
Prior service (credit) cost		(1)				(1)
Net unrealized gain (loss) on retirement benefits adjustment		75		(18)		57
Total other comprehensive income (loss)	$	(369)	$	(17)	$	(386)

	Before		Tax		After
	Tax		(Expense)		Tax
Six Months Ended May 3, 2020	Amount		Credit		Amount
Cumulative translation adjustment	$	(398)			$	(398)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(17)	$	4		(13)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		6		(1)		5
Net unrealized gain (loss) on derivatives		(11)		3		(8)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		14		(3)		11
Net unrealized gain (loss) on debt securities		14		(3)		11
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(27)		6		(21)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		124		(42)		82
Prior service (credit) cost		6		(1)		5
Settlements		6		(1)		5
OPEB
Net actuarial gain (loss)		274		(67)		207
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		14		(3)		11
Prior service (credit) cost		(2)				(2)
Net unrealized gain (loss) on retirement benefits adjustment		395		(108)		287
Total other comprehensive income (loss)			$	(108)	$	(108)

16

	Before		Tax		After
	Tax		(Expense)		Tax
Three Months Ended April 28, 2019	Amount		Credit		Amount
Cumulative translation adjustment	$	(83)	$	1	$	(82)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(6)		1		(5)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		(3)		1		(2)
Net unrealized gain (loss) on derivatives		(9)		2		(7)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		10		(2)		8
Net unrealized gain (loss) on debt securities		10		(2)		8
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(19)		4		(15)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		36		(9)		27
Prior service (credit) cost		3		(1)		2
OPEB
Net actuarial gain (loss)		60		(14)		46
Reclassification to other operating expense through amortization of: *
Actuarial (gain) loss		3		(1)		2
Prior service (credit) cost		(18)		5		(13)
Net unrealized gain (loss) on retirement benefits adjustment		65		(16)		49
Total other comprehensive income (loss)	$	(17)	$	(15)	$	(32)

In the second quarter of 2020 and 2019, the noncontrolling interests’ comprehensive income was none and $1 million, respectively, which consisted of net income.

	Before		Tax		After
	Tax		(Expense)		Tax
Six Months Ended April 28, 2019	Amount		Credit		Amount
Cumulative translation adjustment	$	(244)			$	(244)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(14)	$	3		(11)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		(5)		1		(4)
Net unrealized gain (loss) on derivatives		(19)		4		(15)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		20		(4)		16
Net unrealized gain (loss) on debt securities		20		(4)		16
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(18)		4		(14)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		71		(17)		54
Prior service (credit) cost		6		(2)		4
OPEB
Net actuarial gain (loss)		60		(14)		46
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		8		(2)		6
Prior service (credit) cost		(36)		8		(28)
Net unrealized gain (loss) on retirement benefits adjustment		91		(23)		68
Total other comprehensive income (loss)	$	(152)	$	(23)	$	(175)

* These accumulated other comprehensive income amounts are included in net periodic pension and OPEB costs. See Note 8 for additional detail.

In the first six months of 2020 and 2019, the noncontrolling interests’ comprehensive income was $2 million and $3 million, respectively, which consisted of net income.

17

(6)  Dividends Declared and Paid

Dividends declared and paid on a per share basis were as follows:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Dividends declared	$	.76	$	.76	$	1.52	$	1.52
Dividends paid	$	.76	$	.76	$	1.52	$	1.45

(7)  Earnings Per Share

A reconciliation of basic and diluted net income per share attributable to Deere & Company follows in millions, except per share amounts:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Net income attributable to Deere & Company	$	666	$	1,135	$	1,182	$	1,633
Average shares outstanding		313.2		317.9		313.3		318.1
Basic per share	$	2.13	$	3.57	$	3.77	$	5.13
Average shares outstanding		313.2		317.9		313.3		318.1
Effect of dilutive share-based compensation		3.0		4.3		3.4		4.3
Total potential shares outstanding		316.2		322.2		316.7		322.4
Diluted per share	$	2.11	$	3.52	$	3.73	$	5.07

During the second quarter and first six months of 2020, 1.0 million shares and .6 million shares, respectively, were excluded from the computation because the incremental shares would have been antidilutive. During the second quarter and first six months of 2019, .6 million shares and .6 million shares, respectively, were excluded from the above per share computation.

(8)  Pension and Other Postretirement Benefits

The Company has several defined benefit pension plans and postretirement benefit (OPEB) plans, primarily health care and life insurance plans, covering its U.S. employees and employees in certain foreign countries.

The worldwide components of net periodic pension cost consisted of the following in millions of dollars:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Service cost	$	77	$	66	$	161	$	132
Interest cost		87		111		174		222
Expected return on plan assets		(204)		(200)		(409)		(400)
Amortization of actuarial loss		62		36		124		71
Amortization of prior service cost		3		3		6		6
Settlements		3				6
Net cost	$	28	$	16	$	62	$	31

The worldwide components of net periodic OPEB cost consisted of the following in millions of dollars:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Service cost	$	12	$	10	$	24	$	20
Interest cost		35		53		72		107
Expected return on plan assets		(12)		(9)		(24)		(18)
Amortization of actuarial loss		7		3		14		8
Amortization of prior service credit		(1)		(18)		(2)		(36)
Curtailments						21
Net cost	$	41	$	39	$	105	$	81

18

The components of net periodic pension and OPEB costs excluding the service cost component are included in the line item “Other operating expenses” in the statement of consolidated income.

In the first quarter of 2020, the Company remeasured the U.S. OPEB health care plans. The wage plan was remeasured due to the U.S. enactment of the Setting Every Community Up for Retirement Enhancement Act (SECURE Act) that repealed the health insurance provider fee effective in 2021. The salary plans were remeasured due to the U.S. voluntary employee-separation program (see Note 20), which resulted in a $21 million curtailment loss. The combined effect of the remeasurements was to reduce the benefit obligation by $245 million.

During the first six months of 2020, the Company contributed approximately $42 million to its pension plans and $66 million to its OPEB plans. The Company presently anticipates contributing an additional $50 million to its pension plans and $69 million to its OPEB plans during the remainder of fiscal year 2020. These contributions primarily include direct benefit payments from Company funds.

(9)  Income Taxes

The lower effective tax rate in the first six months of 2020 primarily resulted from two discrete items. In January 2020, the Company changed the corporate structure of two foreign holding subsidiaries to be indirect branches of Deere & Company. The change in tax status generated a capital loss that will be carried back in the Company’s U.S. income tax return resulting in a $43 million benefit. In addition, a discrete benefit of $28 million was recognized for the excess tax benefits related to vesting or exercise of share-based compensation awards.

The Company’s unrecognized tax benefits at May 3, 2020, November 3, 2019, and April 28, 2019 were $610 million, $553 million, and $285 million. The liability at May 3, 2020, November 3, 2019, and April 28, 2019 consisted of approximately $145 million, $153 million, and $133 million, respectively, which would affect the effective tax rate if the tax benefits were recognized. The increase from the prior year primarily relates to the interpretation of a repatriation tax regulation for fiscal year end companies. The remaining liability was related to tax positions for which there are offsetting tax receivables, or the uncertainty was only related to timing. The Company expects that any reasonably possible change in the amounts of unrecognized tax benefits in the next 12 months would not be significant.

19

(10)  Segment Reporting

Worldwide net sales and revenues, operating profit, and identifiable assets by segment in millions of dollars follow:

	Three Months Ended					Six Months Ended
	May 3		April 28		%	May 3		April 28		%
	2020		2019		Change	2020		2019		Change
Net sales and revenues:
Agriculture and turf	$	5,968	$	7,282	-18	$	10,455	$	11,963	-13
Construction and forestry		2,256		2,991	-25		4,299		5,251	-18
Total net sales		8,224		10,273	-20		14,754		17,214	-14
Financial services		875		886	-1		1,806		1,741	+4
Other revenues		154		183	-16		324		371	-13
Total net sales and revenues	$	9,253	$	11,342	-18	$	16,884	$	19,326	-13
Operating profit: *
Agriculture and turf	$	794	$	1,019	-22	$	1,167	$	1,367	-15
Construction and forestry		96		347	-72		189		576	-67
Financial services		75		170	-56		254		362	-30
Total operating profit		965		1,536	-37		1,610		2,305	-30
Reconciling items **		(54)		(58)	-7		(133)		(144)	-8
Income taxes		(245)		(343)	-29		(295)		(528)	-44
Net income attributable to Deere & Company	$	666	$	1,135	-41	$	1,182	$	1,633	-28
Intersegment sales and revenues:
Agriculture and turf net sales	$	8	$	10	-20	$	15	$	18	-17
Construction and forestry net sales									1
Financial services		93		96	-3		159		168	-5
Equipment operations outside the U.S. and Canada:
Net sales	$	3,226	$	4,141	-22	$	6,006	$	6,959	-14
Operating profit		184		482	-62		408		658	-38

	May 3		November 3
	2020		2019
Identifiable assets:
Agriculture and turf	$	10,378	$	10,379
Construction and forestry		9,336		9,387	-1
Financial services		48,664		48,483
Corporate		8,948		4,762	+88
Total assets	$	77,326	$	73,011	+6

* Operating profit is income from continuing operations before corporate expenses, certain external interest expense, certain foreign exchange gains and losses, and income taxes. Operating profit of the financial services segment includes the effect of interest expense and foreign exchange gains and losses.

** Reconciling items are primarily corporate expenses, certain external interest expense, certain foreign exchange gains and losses, pension and postretirement benefit costs excluding the service cost component, and net income attributable to noncontrolling interests.

(11)  Financing Receivables

Past due balances of financing receivables still accruing finance income represent the total balance held (principal plus accrued interest) with any payment amounts 30 days or more past the contractual payment due date. Non-performing financing receivables represent loans for which the Company has ceased accruing finance income. The Company ceases accruing finance income when these receivables are generally 90 days delinquent. Generally, when receivables are 120 days delinquent the estimated uncollectible amount, after charging the dealer’s withholding account, if any, is written off to the allowance for credit losses. Finance income for non-performing receivables is recognized on a cash basis. Accrual of finance income is generally resumed when the receivable becomes contractually current and collections are reasonably assured.

20

Due to the significant, negative effects of COVID on dealers and retail customers, the Company provided short-term payment relief to dealers and retail customers on financing receivables, which includes retail notes, wholesale notes, revolving charge accounts, and sales-type and direct financing leases. The relief was provided in regional programs and case-by-case situations with customers that were generally current in their payment obligations. This relief generally included payment deferrals or reduced financing rates of three months or less. The balance of financing receivables granted relief was approximately 3 percent of the total financing receivable balance at May 3, 2020.

An age analysis of past due financing receivables that are still accruing interest and non-performing financing receivables in millions of dollars follows:

	May 3, 2020
					90 Days
	30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	188	$	94	$	2	$	284
Construction and forestry		116		49		18		183
Other:
Agriculture and turf		59		22		1		82
Construction and forestry		62		11				73
Total	$	425	$	176	$	21	$	622
							Total
	Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	284	$	291	$	18,308	$	18,883
Construction and forestry		183		144		3,409		3,736
Other:
Agriculture and turf		82		123		7,856		8,061
Construction and forestry		73		35		1,348		1,456
Total	$	622	$	593	$	30,921		32,136
Less allowance for credit losses								195
Total financing receivables – net							$	31,941

	November 3, 2019
					90 Days
	30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	138	$	73	$	1	$	212
Construction and forestry		79		29		4		112
Other:
Agriculture and turf		39		19		1		59
Construction and forestry		26		7				33
Total	$	282	$	128	$	6	$	416
							Total
	Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	212	$	268	$	18,931	$	19,411
Construction and forestry		112		127		3,450		3,689
Other:
Agriculture and turf		59		28		8,986		9,073
Construction and forestry		33		26		1,496		1,555
Total	$	416	$	449	$	32,863		33,728
Less allowance for credit losses								150
Total financing receivables – net							$	33,578

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	April 28, 2019
					90 Days
	30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	139	$	73	$	1	$	213
Construction and forestry		90		40		1		131
Other:
Agriculture and turf		33		16				49
Construction and forestry		19		4				23
Total	$	281	$	133	$	2	$	416
							Total
	Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	213	$	293	$	17,644	$	18,150
Construction and forestry		131		124		3,120		3,375
Other:
Agriculture and turf		49		67		7,861		7,977
Construction and forestry		23		10		1,331		1,364
Total	$	416	$	494	$	29,956		30,866
Less allowance for credit losses								182
Total financing receivables – net							$	30,684

An analysis of the allowance for credit losses and investment in financing receivables in millions of dollars during the periods follows:

			Revolving
	Retail		Charge
	Notes		Accounts		Other		Total
Three Months Ended May 3, 2020
Allowance:
Beginning of period balance	$	88	$	40	$	29	$	157
Provision		58		20		7		85
Write-offs		(24)		(23)		(2)		(49)
Recoveries		3		6				9
Translation adjustments		(6)				(1)		(7)
End of period balance *	$	119	$	43	$	33	$	195
Six Months Ended May 3, 2020
Allowance:
Beginning of period balance	$	89	$	40	$	21	$	150
Provision		74		18		14		106
Write-offs		(41)		(29)		(4)		(74)
Recoveries		5		14		1		20
Translation adjustments		(8)				1		(7)
End of period balance *	$	119	$	43	$	33	$	195
Financing receivables:
End of period balance	$	22,619	$	3,454	$	6,063	$	32,136
Balance individually evaluated **	$	157			$	83	$	240

* Individual allowances were not significant.

** Remainder is collectively evaluated.

The negative economic effects related to COVID and other macroeconomic issues have significantly affected certain retail borrowers, particularly of construction equipment. As a result, the allowance for credit losses increased $38 million in the second quarter of 2020 reflecting estimated credit losses inherent in the financing receivables.

22

			Revolving
	Retail		Charge
	Notes		Accounts		Other		Total
Three Months Ended April 28, 2019
Allowance:
Beginning of period balance	$	111	$	43	$	23	$	177
Provision		9		17		3		29
Write-offs		(9)		(22)		(2)		(33)
Recoveries		6		5				11
Translation adjustments		(2)						(2)
End of period balance *	$	115	$	43	$	24	$	182
Six Months Ended April 28, 2019
Allowance:
Beginning of period balance	$	113	$	43	$	22	$	178
Provision		15		16		5		36
Write-offs		(20)		(26)		(3)		(49)
Recoveries		10		10				20
Translation adjustments		(3)						(3)
End of period balance *	$	115	$	43	$	24	$	182
Financing receivables:
End of period balance	$	21,525	$	3,299	$	6,042	$	30,866
Balance individually evaluated **	$	151	$	2	$	15	$	168

* Individual allowances were not significant.

** Remainder is collectively evaluated.

Financing receivables are considered impaired when it is probable the Company will be unable to collect all amounts due according to the contractual terms. Receivables reviewed for impairment generally include those that are either past due, or have provided bankruptcy notification, or require significant collection efforts. Receivables that are impaired are generally classified as non-performing.

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An analysis of the impaired financing receivables in millions of dollars follows:

			Unpaid				Average
	Recorded		Principal		Specific		Recorded
	Investment		Balance		Allowance		Investment
May 3, 2020*
Receivables with specific allowance ***	$	106	$	104	$	23	$	113
Receivables without a specific allowance **		35		34				38
Total	$	141	$	138	$	23	$	151
Agriculture and turf	$	113	$	111	$	18	$	121
Construction and forestry	$	28	$	27	$	5	$	30
November 3, 2019*
Receivables with specific allowance **	$	40	$	39	$	13	$	40
Receivables without a specific allowance **		32		31				37
Total	$	72	$	70	$	13	$	77
Agriculture and turf	$	49	$	48	$	8	$	52
Construction and forestry	$	23	$	22	$	5	$	25
April 28, 2019*
Receivables with specific allowance **	$	35	$	34	$	14	$	36
Receivables without a specific allowance **		37		35				39
Total	$	72	$	69	$	14	$	75
Agriculture and turf	$	54	$	53	$	11	$	57
Construction and forestry	$	18	$	16	$	3	$	18

*  Finance income recognized was not material.

** Primarily retail notes.

***  Primarily retail notes and wholesale receivables.

A troubled debt restructuring is generally the modification of debt in which a creditor grants a concession it would not otherwise consider to a debtor that is experiencing financial difficulties. These modifications may include a reduction of the stated interest rate, an extension of the maturity dates, a reduction of the face amount or maturity amount of the debt, or a reduction of accrued interest. During the first six months of 2020, the Company identified 259 receivable contracts, primarily wholesale receivables in Argentina, as troubled debt restructurings with aggregate balances of $94 million pre-modification and $83 million post-modification. The short-term payment relief related to COVID, mentioned earlier, did not meet the definition of a troubled debt restructuring. During the first six months of 2019, there were 219 financing receivable contracts, primarily retail notes, identified as troubled debt restructurings with aggregate balances of $7 million pre-modification and $7 million post-modification. During these same periods, there were no significant troubled debt restructurings that subsequently defaulted and were written off. At May 3, 2020, the Company had commitments to lend approximately $13 million to borrowers whose accounts were modified in troubled debt restructurings.

(12)  Securitization of Financing Receivables

The Company, as a part of its overall funding strategy, periodically transfers certain financing receivables (retail notes) into VIEs that are special purpose entities (SPEs), or non-VIE banking operations, as part of its asset-backed securities programs (securitizations). The structure of these transactions is such that the transfer of the retail notes did not meet the accounting criteria for sales of receivables, and is, therefore, accounted for as a secured borrowing. SPEs utilized in securitizations of retail notes differ from other entities included in the Company’s consolidated statements because the assets they hold are legally isolated. Use of the assets held by the SPEs or the non-VIEs is restricted by terms of the documents governing the securitization transactions.

In these securitizations, the retail notes are transferred to certain SPEs or to non-VIE banking operations, which in turn issue debt to investors. The debt securities issued to the third party investors resulted in secured borrowings, which are recorded as “Short-term securitization borrowings” on the balance sheet. The securitized retail notes are recorded as “Financing receivables securitized – net” on the balance sheet. The total restricted assets on the consolidated balance sheet related to these securitizations include the financing receivables securitized less an allowance for credit losses, and other assets primarily representing restricted cash. Restricted cash results from contractual requirements in securitized borrowing arrangements and serves as a credit enhancement. The restricted cash is used to satisfy payment deficiencies, if any, in the required payments on secured borrowings. The balance of restricted cash is contractually stipulated and is either a fixed amount as determined by the initial balance of the financing receivables securitized or a fixed percentage of the outstanding balance of the securitized

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financing receivables. The restriction is removed either after all secured borrowing payments are made or proportionally as these receivables are collected and borrowing obligations reduced. For those securitizations in which retail notes are transferred into SPEs, the SPEs supporting the secured borrowings are consolidated unless the Company does not have both the power to direct the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs. No additional support to these SPEs beyond what was previously contractually required has been provided during the reporting periods.

In certain securitizations, the Company consolidates the SPEs since it has both the power to direct the activities that most significantly impact the SPEs’ economic performance through its role as servicer of all the receivables held by the SPEs and the obligation through variable interests in the SPEs to absorb losses or receive benefits that could potentially be significant to the SPEs. The restricted assets (retail notes securitized, allowance for credit losses, and other assets) of the consolidated SPEs totaled $3,017 million, $2,895 million, and $2,771 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The liabilities (short-term securitization borrowings and accrued interest) of these SPEs totaled $2,977 million, $2,847 million, and $2,693 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The credit holders of these SPEs do not have legal recourse to the Company’s general credit.

In certain securitizations, the Company transfers retail notes to non-VIE banking operations, which are not consolidated since the Company does not have a controlling interest in the entities. The Company’s carrying values and interests related to the securitizations with the unconsolidated non-VIEs were restricted assets (retail notes securitized, allowance for credit losses, and other assets) of $542 million, $491 million, and $671 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The liabilities (short-term securitization borrowings and accrued interest) were $515 million, $465 million, and $631 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

In certain securitizations, the Company transfers retail notes into bank-sponsored, multi-seller, commercial paper conduits, which are SPEs that are not consolidated. The Company does not service a significant portion of the conduits’ receivables, and therefore, does not have the power to direct the activities that most significantly impact the conduits’ economic performance. These conduits provide a funding source to the Company (as well as other transferors into the conduit) as they fund the retail notes through the issuance of commercial paper. The Company’s carrying values and variable interest related to these conduits were restricted assets (retail notes securitized, allowance for credit losses, and other assets) of $1,221 million, $1,079 million, and $1,477 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The liabilities (short-term securitization borrowings and accrued interest) related to these conduits were $1,154 million, $1,015 million, and $1,382 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

The Company’s carrying amount of the liabilities to the unconsolidated conduits, compared to the maximum exposure to loss related to these conduits, which would only be incurred in the event of a complete loss on the restricted assets, was as follows in millions of dollars:

	May 3, 2020
Carrying value of liabilities	$	1,154
Maximum exposure to loss		1,221

The total assets of unconsolidated VIEs related to securitizations were approximately $37 billion at May 3, 2020.

The components of consolidated restricted assets related to secured borrowings in securitization transactions follow in millions of dollars:

	May 3		November 3		April 28
	2020		2019		2019
Financing receivables securitized (retail notes)	$	4,703	$	4,395	$	4,826
Allowance for credit losses		(18)		(12)		(12)
Other assets		95		82		105
Total restricted securitized assets	$	4,780	$	4,465	$	4,919

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The components of consolidated secured borrowings and other liabilities related to securitizations follow in millions of dollars:

	May 3		November 3		April 28
	2020		2019		2019
Short-term securitization borrowings	$	4,640	$	4,321	$	4,702
Accrued interest on borrowings		6		6		4
Total liabilities related to restricted securitized assets	$	4,646	$	4,327	$	4,706

The secured borrowings related to these restricted securitized retail notes are obligations that are payable as the retail notes are liquidated. Repayment of the secured borrowings depends primarily on cash flows generated by the restricted assets. Due to the Company’s short-term credit rating, cash collections from these restricted assets are not required to be placed into a segregated collection account until immediately prior to the time payment is required to the secured creditors. At May 3, 2020, the maximum remaining term of all securitized retail notes was approximately seven years.

(13)  Inventories

Most inventories owned by Deere & Company and its U.S. equipment subsidiaries and certain foreign equipment subsidiaries are valued at cost on the “last-in, first-out” (LIFO) method. If all of the Company’s inventories had been valued on a “first-in, first-out” (FIFO) method, estimated inventories by major classification in millions of dollars would have been as follows:

	May 3		November 3		April 28
	2020		2019		2019
Raw materials and supplies	$	2,394	$	2,285	$	2,424
Work-in-process		722		747		873
Finished goods and parts		4,646		4,613		5,729
Total FIFO value		7,762		7,645		9,026
Less adjustment to LIFO value		1,591		1,670		1,865
Inventories	$	6,171	$	5,975	$	7,161

(14)  Goodwill and Other Intangible Assets–Net

The changes in amounts of goodwill by operating segments were as follows in millions of dollars:

	Agriculture		Construction
	and Turf		and Forestry		Total
Goodwill at October 28, 2018	$	583	$	2,518	$	3,101
Translation adjustments and other		(2)		(74)		(76)
Goodwill at April 28, 2019	$	581	$	2,444	$	3,025
Goodwill at November 3, 2019	$	574	$	2,343	$	2,917
Translation adjustments and other		(9)		9
Goodwill at May 3, 2020	$	565	$	2,352	$	2,917

There were no accumulated impairment losses in the reported periods.

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The components of other intangible assets were as follows in millions of dollars:

	May 3		November 3		April 28
	2020		2019		2019
Amortized intangible assets:
Customer lists and relationships	$	509	$	511	$	528
Technology, patents, trademarks, and other		1,006		1,028		1,059
Total at cost		1,515		1,539		1,587
Less accumulated amortization *		327		282		234
Total		1,188		1,257		1,353
Unamortized intangible assets:
In-process research and development		123		123		123
Other intangible assets – net	$	1,311	$	1,380	$	1,476

*   Accumulated amortization at May 3, 2020, November 3, 2019, and April 28, 2019 for customer lists and relationships totaled $93 million, $77 million, and $62 million and technology, patents, trademarks, and other totaled $234 million, $205 million, and $172 million, respectively.

The amortization of other intangible assets in the second quarter and the first six months of 2020 was $26 million and $51 million and for 2019 was $29 million and $57 million, respectively. The estimated amortization expense for the next five years is as follows in millions of dollars: remainder of 2020 – $50, 2021 – $100, 2022 – $99, 2023 – $97, and 2024 – $95.

As outlined in the 2019 Form 10-K, goodwill is tested for impairment annually and when events or circumstances change such that it is more likely than not that the fair value of a reporting unit is reduced below its carrying value. The annual measurement date is the end of the third quarter. In the second quarter of 2020, for each significant reporting unit the Company reviewed previous fair value analyses considering the uncertain and unknown economic effects of COVID. The Company concluded that an impairment was not required.

The intangible assets subject to amortization were also considered to determine if the carrying amount may not be recoverable. The Company concluded the carrying amount would be recovered based on current estimates. These positions will be evaluated in future quarters, as necessary.

(15)  Leases

The Company is both a lessee and a lessor. The Company leases for its own use, under leases with expected use periods generally ranging from less than one year to 20 years, primarily warehouse facilities, office space, production equipment, information technology equipment, and vehicles. The Company’s financial services segment leases to users equipment produced or sold by the Company. These leases are usually written for periods of less than one year to seven years.

The Company determines if an arrangement is or contains a lease at the contract inception.

Lessee

The Company recognizes on the balance sheet a lease liability and a right of use asset for leases with a term greater than 12 months for both operating and finance leases.

The amounts of the lease liability and right of use asset are determined at lease commencement and are based on the present value of the lease payments over the lease term. The lease payments are discounted using the Company’s incremental borrowing rate since the rate implicit in the lease is generally not readily determinable. The Company determines the incremental borrowing rate for each lease based primarily on the lease term and the economic environment of the country where the asset will be used, adjusted as if the borrowings were collateralized. Leases with contractual periods greater than 12 months and that do not meet the finance lease criteria are classified as operating leases.

Certain real estate leases contain one or more options to terminate or renew, with terms that can generally extend the lease term from one to 10 years. Options that the Company is reasonably certain to exercise are included in the lease term.

The Company has elected to combine lease and non-lease components, such as maintenance and utilities costs included in a lease contract, for all asset classes. Leases with an initial term of 12 months or less are expensed on a straight-line basis over the lease term and recorded in short-term lease expense. Variable lease expense primarily includes warehouse facilities leases

27

with payments based on utilization exceeding contractual minimum amounts and leases with payments indexed to inflation when the index changes after lease commencement.

The lease expense by type consisted of the following in millions of dollars:

	Three Months Ended		Six Months Ended
	May 3, 2020		May 3, 2020
Operating lease expense	$	31	$	63
Short-term lease expense		6		10
Variable lease expense		10		20
Finance lease:
Depreciation expense		2		7
Interest on lease liabilities		1		1
Total lease expense	$	50	$	101

Operating and finance lease right of use assets and liabilities follow in millions of dollars:

	May 3, 2020
Operating leases
Other assets	$	341
Accounts payable and accrued expenses		319
Finance leases
Property and equipment — net	$	43
Short-term borrowings		13
Long-term borrowings		26
Total finance lease liabilities	$	39

The weighted-average remaining lease term in years and discount rates follows:

	May 3, 2020
Weighted-average remaining lease terms:
Operating leases	7
Finance leases	3
Weighted-average discount rate:
Operating leases	2.4%
Finance leases	2.9%

Lease payment amounts in each of the next five years at May 3, 2020 follow in millions of dollars:

	Operating		Finance
Due in:	Leases		Leases
Remainder of 2020	$	59	$	7
2021		79		13
2022		67		10
2023		46		5
2024		35		3
2025		19		1
Later years		35		3
Total lease payments		340		42
Less imputed interest		21		3
Total lease liabilities	$	319	$	39

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Future minimum lease payments under the previous lease standard for operating and finance leases at November 3, 2019 follow in millions of dollars:

	Operating		Capital
Due in:	Leases		Leases
2020	$	111	$	12
2021		77		10
2022		56		6
2023		39		2
2024		28		1
Later years		26		1
Total minimum lease payments	$	337	$	32

Cash paid for amounts included in the measurement of lease liabilities:

	Six Months Ended
	May 3, 2020
Operating cash flows from operating leases	$	64
Operating cash flows from finance leases		1
Financing cash flows from finance leases		9

Right of use assets obtained in exchange for lease liabilities:

	Six Months Ended
	May 3, 2020
Operating leases	$	10
Finance leases		18

Lessor

The Company leases equipment manufactured or sold by the Company and a limited amount of non-Deere equipment to retail customers through sales-type, direct financing, and operating leases. Sales-type and direct financing leases are reported in “Financing receivables - net” on the consolidated balance sheet. Operating leases are reported in “Equipment on operating leases - net” on the consolidated balance sheet.

Leases offered by the Company may include early termination and renewal options. At the end of a lease, the lessee generally has the option to purchase the underlying equipment for a fixed price or return it to the dealer. If the equipment is returned to the dealer, the dealer also has the option to purchase the equipment or return it to the Company for remarketing.

The Company estimates the residual values for operating leases at lease inception based on several factors, including lease term, expected hours of usage, historical wholesale sale prices, return experience, intended use of the equipment, market dynamics and trends, and dealer residual guarantees. The Company reviews residual value estimates during the lease term and tests the carrying value of its operating lease assets for impairment when events or circumstances necessitate. The depreciation is adjusted on a straight-line basis over the remaining lease term if residual value estimates decline. Lease agreements include usage limits and specifications on machine condition, which allow the Company to assess lessees for excess use or damages to the underlying equipment. In the second quarter of 2020, the Company recorded impairment losses on operating leases of $22 million due to higher expected equipment return rates and lower estimated values of used construction equipment. Operating lease impairments are recorded in “Other operating expenses.”

The Company has elected to combine lease and nonlease components. The nonlease components primarily relate to preventative maintenance and extended warranty agreements financed by the retail customer. The Company has also elected to report consideration related to sales and value added taxes net of the related tax expense. Property taxes on leased assets are recorded on a gross basis in “Finance and interest income” and “Other operating expenses” on the statement of consolidated income. Variable lease revenues primarily relate to property taxes on leased assets in certain markets and late fees.

Due to the significant, negative effects of COVID, the Company provided short-term relief to lessees during the second quarter of 2020. The relief, which included payment deferrals of three months or less, was provided in regional programs and on a case-by-case basis and primarily related to construction accounts. The operating leases granted relief represented

29

approximately 2 percent of the Company’s operating lease portfolio at May 3, 2020. See Note 11 for sales-type and direct finance leases provided payment relief.

Lease revenues earned by the Company were as follows in millions of dollars:

	Three Months Ended		Six Months Ended
	May 3, 2020		May 3, 2020
Sales-type and direct finance lease revenues	$	32	$	68
Operating lease revenues		369		743
Variable lease revenues		6		11
Total lease revenues	$	407	$	822

At the time of accepting a lease that qualifies as a sales-type or direct financing lease, the Company records the gross amount of lease payments receivable, estimated residual value of the leased equipment, and unearned finance income. The unearned finance income is recognized as revenue over the lease term using the interest method.

Sales-type and direct financing lease receivables by product category were as follows in millions of dollars:

	May 3		November 3
	2020		2019
Agriculture and turf	$	792	$	897
Construction and forestry		923		1,033
Total		1,715		1,930
Guaranteed residual values		175		232
Unguaranteed residual values		92		101
Less unearned finance income		197		212
Financing leases receivables	$	1,785	$	2,051

Scheduled payments, including guaranteed residual values, on sales-type and direct financing lease receivables at May 3, 2020 follow in millions of dollars:

	May 3
Due in:	2020
Remainder of 2020	$	460
2021		670
2022		409
2023		213
2024		103
2025		27
Later years		8
Total	$	1,890

Scheduled payments on financing lease receivables under the previous lease standard at November 3, 2019 follow in millions of dollars:

	November 3
Due in:	2019
2020	$	833
2021		557
2022		321
2023		153
2024		53
Later years		13
Total	$	1,930

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Lease payments from operating leases are recorded as income on a straight-line method over the lease terms. Operating lease assets are recorded at cost and depreciated to their estimated residual value on a straight-line method over the terms of the leases.

The cost of equipment on operating leases by product category was as follows in millions of dollars:

	May 3		November 3
	2020		2019
Agriculture and turf	$	7,080	$	7,257
Construction and forestry		2,097		2,165
Total		9,177		9,422
Less accumulated depreciation		1,932		1,855
Equipment on operating leases - net	$	7,245	$	7,567

The total operating lease residual values at May 3, 2020 and November 3, 2019 were $5,181 million and $5,259 million, respectively. Certain operating leases are subject to residual value guarantees. The total residual value guarantees were $633 million and $647 million at May 3, 2020 and November 3, 2019, respectively.

Lease payments for equipment on operating leases at May 3, 2020 were scheduled as follows in millions of dollars:

	May 3
Due in:	2020
Remainder of 2020	$	563
2021		932
2022		573
2023		282
2024		107
2025		7
Total	$	2,464

Rental payments for equipment on operating leases under the previous lease standard at November 3, 2019 were scheduled as follows in millions of dollars:

	November 3
Due in:	2019
2020	$	1,086
2021		759
2022		419
2023		193
2024		41
Total	$	2,498

The Company discusses with lessees and dealers options to purchase the equipment or extend the lease prior to lease maturity. Equipment returned to the Company upon termination of leases is remarketed by the Company. In the second quarter of 2020, the Company recorded impairment losses on matured operating lease inventory of $10 million due to lower estimated values of used construction equipment. Impairment losses on matured operating lease inventory are included in “Other operating expenses.”

The matured operating lease inventory balances at May 3, 2020 and November 3, 2019 were $104 million and $163 million, respectively.

(16)  Commitments and Contingencies

The Company generally determines its total warranty liability by applying historical claims rate experience to the estimated amount of equipment that has been sold and is still under warranty based on dealer inventories and retail sales. The historical claims rate is primarily determined by a review of five-year claims costs and current quality developments.

The premiums for extended warranties are primarily recognized in income in proportion to the costs expected to be incurred over the contract period. These unamortized extended warranty premiums (deferred revenue) included in the following table totaled $602 million and $525 million at May 3, 2020 and April 28, 2019, respectively.

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A reconciliation of the changes in the warranty liability and unearned premiums in millions of dollars follows:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Beginning of period balance	$	1,792	$	1,687	$	1,800	$	1,652
Payments		(223)		(234)		(453)		(462)
Amortization of premiums received		(51)		(56)		(110)		(111)
Accruals for warranties		210		256		432		510
Premiums received		69		69		134		134
Foreign exchange		(30)		(8)		(36)		(9)
End of period balance	$	1,767	$	1,714	$	1,767	$	1,714

At May 3, 2020, the Company had approximately $321 million of guarantees issued primarily to banks outside the U.S. and Canada related to third-party receivables for the retail financing of John Deere equipment. The Company may recover a portion of any required payments incurred under these agreements from repossession of the equipment collateralizing the receivables. At May 3, 2020, the Company had accrued losses of approximately $12 million under these agreements. The maximum remaining term of the receivables guaranteed at May 3, 2020 was approximately six years.

At May 3, 2020, the Company had commitments of approximately $254 million for the construction and acquisition of property and equipment. Also, at May 3, 2020, the Company had restricted assets of $75 million, primarily as collateral for borrowings and restricted other assets. See Note 12 for additional restricted assets associated with borrowings related to securitizations.

The Company also had other miscellaneous contingent liabilities totaling approximately $45 million at May 3, 2020. The accrued liability for these contingencies was not material at May 3, 2020.

The Company is subject to various unresolved legal actions which arise in the normal course of its business, the most prevalent of which relate to product liability (including asbestos-related liability), retail credit, employment, patent, and trademark matters. The Company believes the reasonably possible range of losses for these unresolved legal actions would not have a material effect on its consolidated financial statements.

(17)  Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, the Company uses various methods including market and income approaches. The Company utilizes valuation models and techniques that maximize the use of observable inputs. The models are industry-standard models that consider various assumptions including time values and yield curves as well as other economic measures. These valuation techniques are consistently applied.

Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs.

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The fair values of financial instruments that do not approximate the carrying values in millions of dollars follow:

	May 3, 2020				November 3, 2019				April 28, 2019
	Carrying Value		Fair Value *		Carrying Value		Fair Value *		Carrying Value		Fair Value *
Financing receivables – net:
Equipment operations	$	118	$	111	$	65	$	61	$	102	$	95
Financial services		27,138		27,317		29,130		29,106		25,768		25,697
Total	$	27,256	$	27,428	$	29,195	$	29,167	$	25,870	$	25,792
Financing receivables securitized – net:
Equipment operations	$	37	$	35	$	44	$	43	$	59	$	57
Financial services		4,648		4,722		4,339		4,362		4,755		4,726
Total	$	4,685	$	4,757	$	4,383	$	4,405	$	4,814	$	4,783
Short-term securitization borrowings:
Equipment operations	$	37	$	37	$	44	$	45	$	58	$	58
Financial services		4,603		4,632		4,277		4,302		4,644		4,653
Total	$	4,640	$	4,669	$	4,321	$	4,347	$	4,702	$	4,711
Long-term borrowings due within one year: **
Equipment operations	$	480	$	477	$	642	$	645	$	982	$	987
Financial services		6,587		6,609		6,786		6,788		5,321		5,305
Total	$	7,067	$	7,086	$	7,428	$	7,433	$	6,303	$	6,292
Long-term borrowings: **
Equipment operations	$	9,921	$	11,192	$	5,415	$	6,138	$	4,679	$	5,110
Financial services		24,377		24,537		24,814		25,122		23,576		23,805
Total	$	34,298	$	35,729	$	30,229	$	31,260	$	28,255	$	28,915

* Fair value measurements above were Level 3 for all financing receivables, Level 3 for equipment operations short-term securitization borrowings, and Level 2 for all other borrowings.

** Carrying values exclude finance lease liabilities that are presented as borrowings beginning in 2020 (see Notes 3 and 15).

Fair values of the financing receivables that were issued long-term were based on the discounted values of their related cash flows at interest rates currently being offered by the Company for similar financing receivables. The fair values of the remaining financing receivables approximated the carrying amounts.

Fair values of long-term borrowings and short-term securitization borrowings were based on current market quotes for identical or similar borrowings and credit risk, or on the discounted values of their related cash flows at current market interest rates. Certain long-term borrowings have been swapped to current variable interest rates. The carrying values of these long-term borrowings included adjustments related to fair value hedges.

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Assets and liabilities measured at fair value on a recurring basis in millions of dollars follow*:

	May 3		November 3		April 28
	2020		2019		2019
Level 1:
Marketable securities
International equity securities ***	$	2
Equity fund ***		62	$	59	$	58
U.S. government debt securities		50		50		44
Total Level 1 marketable securities		114		109		102
Level 2:
Marketable securities
U.S. government debt securities		104		81		73
Municipal debt securities		63		60		55
Corporate debt securities		177		165		148
International debt securities		2		5		9
Mortgage-backed securities **		165		160		154
Total Level 2 marketable securities		511		471		439
Other assets
Derivatives:
Interest rate contracts		842		363		139
Foreign exchange contracts		92		20		99
Cross-currency interest rate contracts		17		1		2
Total Level 2 other assets		951		384		240
Accounts payable and accrued expenses
Derivatives:
Interest rate contracts		131		65		165
Foreign exchange contracts		68		71		48
Cross-currency interest rate contracts				3		2
Total Level 2 accounts payable and accrued expenses		199		139		215
Level 3:
Marketable securities
International debt securities		1		1		4

* Excluded from this table were the Company’s cash equivalents, which were carried at cost that approximates fair value. The cash equivalents consist primarily of money market funds and time deposits.

**  Primarily issued by U.S. government sponsored enterprises.

***During the second quarter of 2020 and 2019, net unrealized gains/(losses) on equity securities of $(8) million and $5 million, respectively, were recorded in “Other income.” During the first six months of 2020 and 2019, net unrealized gains/(losses) on equity securities were $(2) million and $5 million, respectively.

The contractual maturities of debt securities at May 3, 2020 in millions of dollars are shown below. Actual maturities may differ from those scheduled as a result of prepayments by the issuers. Because of the potential for prepayment on mortgage-backed securities, they are not categorized by contractual maturity.

	Amortized		Fair
	Cost		Value
Due in one year or less	$	21	$	17
Due after one through five years		98		102
Due after five through 10 years		99		109
Due after 10 years		157		169
Mortgage-backed securities		156		165
Debt securities	$	531	$	562

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Fair value, recurring Level 3 measurements from available-for-sale marketable securities in millions of dollars follow:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Beginning of period balance	$	1	$	6	$	1	$	8
Principal payments				(2)				(5)
Other								1
End of period balance	$	1	$	4	$	1	$	4

Fair value, nonrecurring measurements from impairments in millions of dollars follow:

	Fair Value *					Losses
						Three Months Ended			Six Months Ended
	May 3		November 3		April 28	May 3		April 28	May 3		April 28
	2020		2019		2019	2020		2019	2020		2019
Equipment on operating leases – net	$	371	$	855		$	22		$	22
Property and equipment – net	$	70				$	62		$	62
Investments in unconsolidated affiliates	$	10				$	20		$	20
Other assets	$	59	$	142		$	10		$	10

*  See financing receivables with specific allowances in Note 11. The fair value measurement for the investment in unconsolidated affiliates was Level 1. The other fair value measurements were Level 3.

The following is a description of the valuation methodologies the Company uses to measure certain financial instruments on the balance sheet at fair value:

Marketable Securities – The portfolio of investments, except for the Level 3 measurement international debt securities, is primarily valued on a market approach (matrix pricing model) in which all significant inputs are observable or can be derived from or corroborated by observable market data such as interest rates, yield curves, volatilities, credit risk, and prepayment speeds. Funds are primarily valued using the fund’s net asset value, based on the fair value of the underlying securities. The Level 3 measurement international debt securities are primarily valued using an income approach based on discounted cash flows using yield curves derived from limited, observable market data.

Derivatives – The Company’s derivative financial instruments consist of interest rate swaps and caps, foreign currency futures, forwards and swaps, and cross-currency interest rate swaps. The portfolio is valued based on an income approach (discounted cash flow) using market observable inputs, including swap curves and both forward and spot exchange rates for currencies.

Financing Receivables – Specific reserve impairments are based on the fair value of the collateral, which is measured using a market approach (appraisal values or realizable values). Inputs include a selection of realizable values.

Equipment on Operating Leases – Net – The impairments are based on an income approach (discounted cash flow), using the contractual payments, plus estimates of return rates and equipment sale price at lease maturity. Inputs include historic return rates and realized sales values (see Note 21).

Property and Equipment – Net – The impairments are measured at the lower of the carrying amount, or fair value. The valuations were based on a cost approach. The inputs include replacement cost estimates adjusted for physical deterioration and economic obsolescence (see Note 21).

Investment in Unconsolidated Affiliates – Other than temporary impairments for investments measured as the difference between the implied fair value and the carrying value of the investments. The fair value for publicly traded entities is the share price multiplied by the shares owned (see Note 21).

Other Assets – The impairments are measured at the fair value of the matured operating lease inventory. The valuations were based on a market approach. The inputs include sales of comparable assets (see Note 21).

(18)  Derivative Instruments

It is the Company’s policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading. The Company’s financial services operations manage the relationship of the types and amounts of their funding sources to their receivable and lease portfolio in an effort to

35

diminish risk due to interest rate and foreign currency fluctuations, while responding to favorable financing opportunities. The Company also has foreign currency exposures at some of its foreign and domestic operations related to buying, selling, and financing in currencies other than the functional currencies. In addition, the Company has interest rate exposure at certain equipment operations units for below market retail financing programs that are used as sales incentives and are offered for extended periods.

All derivatives are recorded at fair value on the balance sheet. Cash collateral received or paid is not offset against the derivative fair values on the balance sheet. Each derivative is designated as a cash flow hedge, a fair value hedge, or remains undesignated. All designated hedges are formally documented as to the relationship with the hedged item as well as the risk-management strategy. Both at inception and on an ongoing basis the hedging instrument is assessed as to its effectiveness. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, the hedge designation is removed, or the derivative is terminated, hedge accounting is discontinued.

Cash Flow Hedges

Certain interest rate contracts (swaps) were designated as hedges of future cash flows from borrowings. The total notional amounts of the receive-variable/pay-fixed interest rate contracts at May 3, 2020, November 3, 2019, and April 28, 2019 were $2,450 million, $3,150 million, and $2,800 million, respectively. Fair value gains or losses on cash flow hedges were recorded in OCI and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affected earnings. These amounts offset the effects of interest rate changes on the related borrowings. The cash flows from these contracts were recorded in operating activities in the statement of consolidated cash flows.

The amount of loss recorded in OCI at May 3, 2020 that is expected to be reclassified to interest expense or other operating expenses in the next twelve months if interest rates or exchange rates remain unchanged is approximately $17 million after-tax. There were no gains or losses reclassified from OCI to earnings based on the probability that the original forecasted transaction would not occur.

Fair Value Hedges

Certain interest rate contracts (swaps) were designated as fair value hedges of borrowings. The total notional amounts of the receive-fixed/pay-variable interest rate contracts at May 3, 2020, November 3, 2019, and April 28, 2019 were $8,983 million, $8,717 million, and $9,464 million, respectively. The fair value gains or losses on these contracts were generally offset by fair value gains or losses on the hedged items (fixed-rate borrowings) with both items recorded in interest expense.

The amounts recorded in the consolidated balance sheet related to borrowings designated in fair value hedging relationships in millions of dollars follow:

			Cumulative Increase (Decrease) of Fair
			Value Hedging Adjustments Included in
			the Carrying Amount
	Carrying		Active
	Amount of		Hedging		Discontinued
	Hedged Item		Relationships		Relationships		Total
May 3, 2020
Long-term borrowings due within one year*	$	214			$	(2)	$	(2)
Long-term borrowings		9,496	$	726		36		762
November 3, 2019
Long-term borrowings due within one year*	$	412	$	(1)	$	(4)	$	(5)
Long-term borrowings		8,532		295		(32)		263
April 28, 2019
Long-term borrowings due within one year*	$	190	$	1	$	(4)	$	(3)
Long-term borrowings		9,169		(31)		(38)		(69)

* Presented in short-term borrowings

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Derivatives not designated as hedging instruments

The Company has certain interest rate contracts (swaps), foreign exchange contracts (futures, forwards, and swaps), and cross-currency interest rate contracts (swaps), which were not formally designated as hedges. These derivatives were held as economic hedges for underlying interest rate or foreign currency exposures, primarily for certain borrowings, purchases or sales of inventory, and below market retail financing programs. The total notional amounts of these interest rate swaps at May 3, 2020, November 3, 2019, and April 28, 2019 were $7,975 million, $9,166 million, and $7,775 million, the foreign exchange contracts were $4,430 million, $4,962 million, and $7,123 million, and the cross-currency interest rate contracts were $89 million, $92 million, and $98 million, respectively. The fair value gains or losses from the interest rate contracts were recognized currently in interest expense and the gains or losses from foreign exchange contracts in cost of sales or other operating expenses, generally offsetting over time the expenses on the exposures being hedged. The cash flows from these non-designated contracts were recorded in operating activities in the statement of consolidated cash flows.

Fair values of derivative instruments in the condensed consolidated balance sheet in millions of dollars follow:

	May 3		November 3		April 28
Other Assets	2020		2019		2019
Designated as hedging instruments:
Interest rate contracts	$	758	$	332	$	105
Total designated		758		332		105
Not designated as hedging instruments:
Interest rate contracts		84		31		34
Foreign exchange contracts		92		20		99
Cross-currency interest rate contracts		17		1		2
Total not designated		193		52		135
Total derivative assets	$	951	$	384	$	240
Accounts Payable and Accrued Expenses
Designated as hedging instruments:
Interest rate contracts	$	30	$	28	$	125
Total designated		30		28		125
Not designated as hedging instruments:
Interest rate contracts		101		37		40
Foreign exchange contracts		68		71		48
Cross-currency interest rate contracts				3		2
Total not designated		169		111		90
Total derivative liabilities	$	199	$	139	$	215

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The classification and gains (losses) including accrued interest expense related to derivative instruments on the statement of consolidated income consisted of the following in millions of dollars:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Fair Value Hedges:
Interest rate contracts - Interest expense	$	415	$	141	$	511	$	274
Cash Flow Hedges:
Recognized in OCI
Interest rate contracts - OCI (pretax)		(15)		(6)		(17)		(14)
Reclassified from OCI
Interest rate contracts - Interest expense		(4)		3		(6)		5
Not Designated as Hedges:
Interest rate contracts - Net sales	$	(20)	$	(7)	$	(24)	$	(17)
Interest rate contracts - Interest expense *		1		(10)		3		(18)
Foreign exchange contracts - Cost of sales		81		12		92		7
Foreign exchange contracts - Other operating *		175		80		174		100
Total not designated	$	237	$	75	$	245	$	72

* Includes interest and foreign exchange gains (losses) from cross-currency interest rate contracts.

Counterparty Risk and Collateral

Derivative instruments are subject to significant concentrations of credit risk to the banking sector. The Company manages individual counterparty exposure by setting limits that consider the credit rating of the counterparty, the credit default swap spread of the counterparty, and other financial commitments and exposures between the Company and the counterparty banks. All interest rate derivatives are transacted under International Swaps and Derivatives Association (ISDA) documentation. Some of these agreements include credit support provisions. Each master agreement permits the net settlement of amounts owed in the event of default or termination.

Certain of the Company’s derivative agreements contain credit support provisions that may require the Company to post or receive collateral based on the size of the net liability positions and credit ratings. The aggregate fair value of all derivatives with credit-risk-related contingent features that were in a net liability position at May 3, 2020, November 3, 2019, and April 28, 2019, was $130 million, $68 million, and $166 million, respectively. In accordance with the limits established in these agreements, the Company received $319 million in cash collateral at May 3, 2020, and $1 million in cash collateral at April 28, 2019. No cash collateral was posted or received at November 3, 2019.

38

Derivatives are recorded without offsetting for netting arrangements or collateral. The impact on the derivative assets and liabilities related to netting arrangements and any collateral received or paid in millions of dollars follows:

	Gross Amounts		Netting		Collateral
May 3, 2020	Recognized		Arrangements		Received		Net Amount
Assets	$	951	$	(125)	$	(319)	$	507
Liabilities		199		(125)				74

	Gross Amounts		Netting		Collateral
November 3, 2019	Recognized		Arrangements		Received/Paid	Net Amount
Assets	$	384	$	(70)		$	314
Liabilities		139		(70)			69

	Gross Amounts		Netting		Collateral
April 28, 2019	Recognized		Arrangements		Received		Net Amount
Assets	$	240	$	(99)	$	(1)	$	140
Liabilities		215		(99)				116

(19)  Stock Option and Restricted Stock Awards

In December 2019, the Company granted stock options to employees for the purchase of 495 thousand shares of common stock at an exercise price of $169.70 per share and a binomial lattice model fair value of $35.83 per share at the grant date. At May 3, 2020, options for 6.6 million shares were outstanding with a weighted-average exercise price of $99.65 per share. The Company also granted 356 thousand restricted stock units to employees and nonemployee directors in the first six months of 2020, of which 289 thousand are subject to service based only conditions and 67 thousand are subject to performance/service based conditions. The weighted-average fair value of the service based only units at the grant date was $168.99 per unit based on the market price of a share of underlying common stock. The fair value of the performance/service based units at the grant date was $160.81 per unit based on the market price of a share of underlying common stock excluding dividends. At May 3, 2020, the Company was authorized to grant an additional 18.4 million shares related to stock option and restricted stock awards.

(20)  Employee-Separation Program

During the first quarter of 2020, the Company announced a broad voluntary employee-separation program for the U.S. salaried workforce that continues the efforts to create a more efficient organization structure and reduce operating costs. The program provided for cash payments based on years of service. The expense was recorded primarily in the period in which the employees irrevocably accepted the separation offer. The program’s total estimated pretax expenses are approximately $138 million, of which $9 million was recorded in the second quarter and $136 million in the first half of 2020. The payments for the program were also substantially made in the first quarter of 2020. Included in the total pretax expense is a non-cash charge of $21 million resulting from a curtailment in certain OPEB plans (see Note 8), which was recorded outside of operating profit in “Other operating expense.” The first half of 2020 expenses that are included in operating profit of $113 million are allocated 36 percent “Cost of sales,” 16 percent “Research and development,” and 48 percent “Selling, administrative and general.” In addition, the expenses are allocated 74 percent to the agriculture and turf operations, 24 percent to the construction and forestry operations, and 2 percent to the financial services operations. Annual savings from these programs are estimated to be approximately $85 million with about $65 million in 2020.

(21)  Impairments

In the second quarter of 2020, the Company recorded non-cash impairment charges as outlined below.

The fixed assets in an asphalt plant factory in Germany were impaired by $62 million pretax and after-tax. The impairment is the result of a decline in forecasted financial performance that indicated it was probable future cash flows would not cover the carrying amount of the net assets. The assets are included in the Company’s construction and forestry operations with the impairment recorded in “Cost of sales.”

The equipment on operating leases and matured operating lease inventory recorded in “Other assets” were impaired by $22 million and $10 million pretax, respectively, with an income tax benefit of approximately $9 million. The impairments were the result of higher expected equipment return rates and lower estimated values of used construction equipment than originally estimated with the probable effect that the future cash flows will not cover the carrying amount of the net assets. The assets are included in the financial services operations with the impairments recorded in “Other operating expenses.”

39

A minority investment in a construction equipment company headquartered in South Africa was impaired by $20 million pretax and after-tax. The impairment was the result of an other than temporary decline in value and was recorded in “Equity loss of unconsolidated affiliates.”

(22)  Redeemable Noncontrolling Interest

In the second quarter of 2020, the minority interest holder in Hagie Manufacturing Company, LLC exercised its right to sell the remaining 20 percent interest to the Company for $14 million. The arrangement was accounted for as an equity transaction with no gain or loss recorded in the statement of consolidated income. This operation is included in the Company’s agriculture and turf segment.

40

(23) SUPPLEMENTAL CONSOLIDATING DATA
STATEMENT OF INCOME
For the Three Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2020		2019		2020		2019
Net Sales and Revenues
Net sales	$	8,224	$	10,273
Finance and interest income		23		25	$	906	$	910
Other income		181		213		61		72
Total		8,428		10,511		967		982
Costs and Expenses
Cost of sales		6,294		7,755
Research and development expenses		406		457
Selling, administrative and general expenses		700		795		208		154
Interest expense		83		44		266		312
Interest compensation to Financial Services		73		92
Other operating expenses		21		67		416		344
Total		7,577		9,210		890		810
Income of Consolidated Group before Income Taxes		851		1,301		77		172
Provision for income taxes		228		291		17		52
Income of Consolidated Group		623		1,010		60		120
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Financial Services		60		121				1
Other		(17)		5
Total		43		126				1
Net Income		666		1,136		60		121
Less: Net income attributable to noncontrolling interests				1
Net Income Attributable to Deere & Company	$	666	$	1,135	$	60	$	121

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

41

SUPPLEMENTAL CONSOLIDATING DATA (Continued)
STATEMENT OF INCOME
For the Six Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2020		2019		2020		2019
Net Sales and Revenues
Net sales	$	14,754	$	17,214
Finance and interest income		49		49	$	1,841	$	1,776
Other income		391		428		124		133
Total		15,194		17,691		1,965		1,909
Costs and Expenses
Cost of sales		11,372		13,187
Research and development expenses		831		864
Selling, administrative and general expenses		1,373		1,440		346		275
Interest expense		146		115		541		599
Interest compensation to Financial Services		137		162
Other operating expenses		92		138		824		669
Total		13,951		15,906		1,711		1,543
Income of Consolidated Group before Income Taxes		1,243		1,785		254		366
Provision for income taxes		237		436		58		92
Income of Consolidated Group		1,006		1,349		196		274
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Financial Services		197		275		1		1
Other		(19)		12
Total		178		287		1		1
Net Income		1,184		1,636		197		275
Less: Net income attributable to noncontrolling interests		2		3
Net Income Attributable to Deere & Company	$	1,182	$	1,633	$	197	$	275

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

42

SUPPLEMENTAL CONSOLIDATING DATA (Continued)
CONDENSED BALANCE SHEET
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*						FINANCIAL SERVICES
	May 3		November 3		April 28		May 3		November 3		April 28
	2020		2019		2019		2020		2019		2019
Assets
Cash and cash equivalents	$	7,466	$	3,175	$	2,894	$	1,434	$	682	$	590
Marketable securities		3		1		7		623		580		538
Receivables from unconsolidated subsidiaries and affiliates		2,248		2,017		1,091
Trade accounts and notes receivable – net		1,419		1,482		1,608		6,050		5,153		7,554
Financing receivables – net		118		65		101		27,138		29,130		25,769
Financing receivables securitized – net		37		44		59		4,648		4,339		4,755
Other receivables		1,072		1,376		1,325		148		116		166
Equipment on operating leases – net								7,245		7,567		7,040
Inventories		6,171		5,975		7,161
Property and equipment – net		5,642		5,929		5,712		43		44		45
Investments in unconsolidated subsidiaries and affiliates		5,119		5,326		5,187		17		16		16
Goodwill		2,917		2,917		3,025
Other intangible assets – net		1,311		1,380		1,476
Retirement benefits		908		836		1,325		58		58		58
Deferred income taxes		1,796		1,896		1,575		52		57		73
Other assets		1,506		1,158		1,235		1,208		741		636
Total Assets	$	37,733	$	33,577	$	33,781	$	48,664	$	48,483	$	47,240
Liabilities and Stockholders’ Equity
Liabilities
Short-term borrowings	$	1,398	$	987	$	1,337	$	9,781	$	9,797	$	10,425
Short-term securitization borrowings		37		44		58		4,603		4,277		4,644
Payables to unconsolidated subsidiaries and affiliates		91		142		200		2,216		1,970		1,057
Accounts payable and accrued expenses		8,416		9,232		9,470		2,149		1,836		1,813
Deferred income taxes		395		414		461		493		568		662
Long-term borrowings		9,947		5,415		4,679		24,377		24,814		23,576
Retirement benefits and other liabilities		5,584		5,912		5,638		101		94		95
Total liabilities		25,868		22,146		21,843		43,720		43,356		42,272
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest (Note 22)				14		14
Stockholders’ Equity
Common stock, $1 par value (issued shares at May 3, 2020 – 536,431,204)		4,713		4,642		4,559		2,114		2,107		2,107
Common stock in treasury		(17,690)		(17,474)		(16,739)
Retained earnings		30,556		29,852		28,709		3,349		3,378		3,228
Accumulated other comprehensive income (loss)		(5,715)		(5,607)		(4,610)		(519)		(358)		(367)
Total Deere & Company stockholders’ equity		11,864		11,413		11,919		4,944		5,127		4,968
Noncontrolling interests		1		4		5
Total stockholders’ equity		11,865		11,417		11,924		4,944		5,127		4,968
Total Liabilities and Stockholders’ Equity	$	37,733	$	33,577	$	33,781	$	48,664	$	48,483	$	47,240

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

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SUPPLEMENTAL CONSOLIDATING DATA (Continued)
STATEMENT OF CASH FLOWS
For the Six Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2020		2019		2020		2019
Cash Flows from Operating Activities
Net income	$	1,184	$	1,636	$	197	$	275
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		9		5		98		32
Provision for depreciation and amortization		515		525		621		557
Impairment charges		82				32
Undistributed earnings of unconsolidated subsidiaries and affiliates		21		30		(1)		(1)
Provision (credit) for deferred income taxes		9		(118)		(70)		(164)
Changes in assets and liabilities:
Trade receivables and Equipment Operations' financing receivables		(80)		(271)
Inventories		(242)		(1,086)
Accounts payable and accrued expenses		(659)		247		30		53
Accrued income taxes payable/receivable		(154)		(344)		(19)		501
Retirement benefits		50		16		8		4
Other		107		68		95		99
Net cash provided by operating activities		842		708		991		1,356
Cash Flows from Investing Activities
Collections of receivables (excluding trade and wholesale)						10,385		9,894
Proceeds from maturities and sales of marketable securities				5		39		25
Proceeds from sales of equipment on operating leases						898		823
Cost of receivables acquired (excluding trade and wholesale)						(9,885)		(9,423)
Purchases of marketable securities				(2)		(71)		(57)
Purchases of property and equipment		(440)		(490)		(1)		(1)
Cost of equipment on operating leases acquired						(1,304)		(1,341)
Increase in trade and wholesale receivables						(673)		(3,028)
Collateral on derivatives - net				1		319		59
Other		(40)		(52)		(36)		(39)
Net cash used for investing activities		(480)		(538)		(329)		(3,088)
Cash Flows from Financing Activities
Increase (decrease) in total short-term borrowings		554		(131)		584		1,701
Change in intercompany receivables/payables		(292)		611		292		(611)
Proceeds from long-term borrowings		4,602		120		2,673		4,112
Payments of long-term borrowings		(152)		(158)		(3,163)		(3,269)
Proceeds from issuance of common stock		70		95
Repurchases of common stock		(263)		(481)
Dividends paid		(481)		(462)		(225)		(312)
Other		(61)		(35)		(13)		(12)
Net cash provided by (used for) financing activities		3,977		(441)		148		1,609
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash		(58)		(27)		(44)		(8)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		4,281		(298)		766		(131)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		3,196		3,202		760		813
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	7,477	$	2,904	$	1,526	$	682

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Overview

Organization

The Company’s equipment operations generate revenues and cash primarily from the sale of equipment to John Deere dealers and distributors. The equipment operations manufacture and distribute a full line of agricultural equipment; a variety of commercial and consumer equipment; and a broad range of equipment for construction, roadbuilding, and forestry. The Company’s financial services primarily provide credit services, which mainly finance sales and leases of equipment by John Deere dealers and trade receivables purchased from the equipment operations. In addition, financial services offers extended equipment warranties. The information in the following discussion is presented in a format that includes information grouped as consolidated, equipment operations, and financial services. The Company also views its operations as consisting of two geographic areas, the U.S. and Canada, and outside the U.S. and Canada. The Company’s operating segments consist of agriculture and turf, construction and forestry, and financial services.

Trends and Economic Conditions

Industry sales of agricultural machinery in the U.S. and Canada are expected to be down about 10 percent for fiscal year 2020 compared to the prior year. Industry sales in Europe are forecast to be 5 to 10 percent lower in 2020. South American industry sales of tractors and combines are projected to be down 10 to 15 percent. Asian industry sales are forecast to be down moderately in 2020. Industry sales of turf and utility equipment in the U.S. and Canada are expected to be about 10 percent lower in 2020. The Company’s agriculture and turf segment sales decreased 18 percent in the second quarter and 13 percent for the first six months. Construction equipment industry sales in North America for 2020 are expected to decline 20 to 30 percent. In forestry, global industry sales are expected to be 15 to 20 percent lower. The Company’s construction and forestry segment sales decreased 25 percent in the second quarter and 18 percent in the first six months.

COVID Effects and Actions

During the second quarter of 2020 the effects of COVID and the related actions of governments and other authorities to contain COVID, including travel bans, shelter in place guidelines, shutdown orders, actions necessary to regularly clean facilities, and conforming with social distancing guidelines have significantly affected the Company’s operations, results, cash flows, and forecasts.

The U.S. government and many other governments in countries where the Company operates have designated the Company an essential critical infrastructure business. This designation allows the Company to operate in support of its customers to the extent possible.

The Company’s first priority in addressing the effects of COVID is the health, safety, and overall welfare of its employees. The Company activated previously established business continuity plans and proactively implemented health and safety measures at its operations around the world. These measures include employee health screening, using personal protective equipment, enhanced cleaning and sanitation efforts, reworking factory layouts and staggered production schedules to conform with social distancing recommendations, eliminating all non-essential travel through at least June 30, 2020, and transitioning most of the non-factory workforce to work-at-home arrangements.

The economic effects of COVID have reduced customer demand for many of the Company’s products and services, particularly small agriculture, turf, construction, forestry, and roadbuilding equipment (see Note 4), which resulted in lower shipment volumes. Certain of the Company’s factories have been subject to voluntary or government mandated temporary shutdowns, or were briefly idled due to component shortages, which reduced production capacity. These temporary shutdowns occurred primarily in Argentina, Brazil, France, and India. Suppliers in the U.S., Mexico, India, and Southern Europe have also been significantly affected by government and voluntary actions to limit the spread of COVID resulting in delivery delays, at times significant delays, or the inability to meet delivery requirements of critical raw material, parts, and components. The Company’s efforts to address these effects of COVID have resulted in operational inefficiencies. In addition, measures were taken for aggressively decreasing operational and selling, administrative, and general expenses with targeted reductions to research and development spending. Additional information is presented in the “Business Segment and Geographic Results.”

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Most of the independent, third-party and Company owned dealers that sell and service the Company’s equipment and repair parts have also been designated as critical businesses. Those dealers are following government and health organization safety guidance, while continuing to provide sales and service to equipment users, especially farmers and essential use construction equipment. The available digital tools and connected support abilities incorporated into several products have allowed the dealers to remotely service many customer machines while maintaining appropriate social distancing protocols. These measures have helped customers continue the essential work of promoting food security and providing critical infrastructure.

The Company and its employees are also taking actions to strengthen social safety nets in communities where the Company operates throughout the world. These include making donations of face shields and coverings to health-care workers and first responders, along with contributing financial support to local food banks and Red Cross chapters.

In addition, the Company took significant measures in the second quarter of 2020 to strengthen its financial position. Cash and cash equivalents increased to $8,900 million at May 3, 2020. In fiscal April, the Company issued notes in the U.S. with aggregate principal totaling $2,250 million that are due from 2025 to 2050. The Company likewise issued Euro-Medium-Term notes with aggregate principal totaling €2,000 million (approximately $2,170 million) that are due from 2024 to 2032. The Company also renewed its revolving credit facilities in the aggregate amount of $8,000 million on terms substantially similar, in all material respects, to the terms in the previous agreements. As of May 3, 2020, these revolving credit facilities were undrawn. To further strengthen its liquidity position, the Company suspended repurchases of its own common stock, eliminated a planned fourth quarter voluntary contribution of $300 million to a U.S. OPEB plan, and reduced planned capital expenditures. Additional information is presented in the “Capital Resources and Liquidity” section.

When the financial effects of COVID on the Company’s distribution channel and equipment user customers started to appear, actions were taken to re-evaluate credit positions, work closely with those customers to understand potential liquidity concerns, and, if necessary, provide short-term payment relief on obligations owed to the Company. The payment relief provided on balances of trade receivables and financing receivables, and operating lease payments outstanding at May 3, 2020 was about 10 percent, 3 percent, and 2 percent of the portfolio balances, respectively. The allowance for credit losses was adjusted by $38 million in the second quarter of 2020 for additional losses estimated to be inherent in the Company’s financing receivables primarily related to construction equipment lending. Additional information is presented in Notes 4 and 11.

Due to the financial effects of COVID and other macroeconomic issues, the Company recognized impairments in the second quarter of $114 million pretax (see Note 21). The future financial effects of COVID are unknown due to many factors. These factors include uncertainty of the effectiveness of governmental actions to address COVID, including health, monetary, and fiscal policies, the effect of elevated levels of sovereign and state debt, capital market disruptions, changes in demand and pricing for new and used equipment, trade agreements, other geopolitical events, significant fluctuations in foreign currency exchange rates, and volatility in the price of many commodities. As a result, predicting the Company’s forecasted financial performance is difficult and subject to many assumptions. Further meaningful declines in the forecasted performance could result in additional impairments in future periods.

The Company has sought to safeguard the health and well-being of employees while fulfilling its obligation as an essential business serving customers throughout the world. This proactive approach has kept employees safe and production facilities and parts distribution centers largely operational during this period. The Company remains committed to offering a full suite of advanced digital tools that give customers unique capabilities and help them perform their work more efficiently and profitably. Management’s goal is to successfully manage the pandemic’s effects and strengthen its position serving customers in the future.

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2020 Compared with 2019

The following table provides the net income attributable to Deere & Company in millions of dollars and diluted earnings per share in dollars:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Net income attributable to Deere & Company	$	666	$	1,135	$	1,182	$	1,633
Diluted earnings per share		2.11		3.52		3.73		5.07

In the second quarter, the Company recorded impairments totaling $114 million pretax and approximately $105 million after-tax related to certain fixed assets, operating lease equipment, and a minority investment in a construction equipment company headquartered in South Africa (see Note 21).

The voluntary employee-separation program’s total pretax expenses were $9 million and $136 million recognized in the second quarter and first half of 2020, respectively. Included in first half of 2020 expense was $23 million for items excluded from operating profit and $3 million recorded by the financial services operations. Annual estimated savings from the separation program are approximately $85 million, with about $65 million expected in 2020 (see Note 20). Discrete income tax benefits also affected the first six months’ net income (see Note 9).

The worldwide net sales and revenue, price realization, and the effect of currency translation for worldwide, U.S. and Canada, and outside U.S. and Canada in millions of dollars follows:

	Three Months Ended					Six Months Ended
	May 3		April 28		%	May 3		April 28		%
	2020		2019		Change	2020		2019		Change
Worldwide net sales and revenues	$	9,253	$	11,342	-18	$	16,884	$	19,326	-13
Worldwide equipment operations net sales		8,224		10,273	-20		14,754		17,214	-14
Price realization					+1					+2
Currency translation (unfavorable)					-2					-2
U.S. and Canada equipment operations net sales		4,998		6,132	-18		8,748		10,255	-15
Price realization					+1					+1
Outside U.S. and Canada equipment operations net sales		3,226		4,141	-22		6,006		6,959	-14
Price realization					+2					+2
Currency translation (unfavorable)					-5					-4

The Company’s equipment operations operating profit and net income and financial services operations net income follow in millions of dollars:

	Three Months Ended					Six Months Ended
	May 3		April 28		%	May 3		April 28		%
	2020		2019		Change	2020		2019		Change
Equipment operations operating profit	$	890	$	1,366	-35	$	1,356	$	1,943	-30
Equipment operations net income		623		1,010	-38		1,006		1,349	-25
Financial services net income		60		121	-50		197		275	-28

The discussion on net sales and operating profit are included in the Business Segment Results below.

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Business Segment Results

Agriculture and Turf. The agriculture and turf segment results in millions of dollars follow:

	Three Months Ended					Six Months Ended
	May 3		April 28		%	May 3		April 28		%
	2020		2019		Change	2020		2019		Change
Net sales	$	5,968	$	7,282	-18	$	10,455	$	11,963	-13
Operating profit		794		1,019	-22		1,167		1,367	-15
Operating margin		13.3%		14.0%			11.2%		11.4%

Agriculture and turf sales decreased for the second quarter due to lower shipment volumes and the unfavorable effects of currency translation, partially offset by price realization. Operating profit declined for the quarter primarily due to lower shipment volumes / sales mix, along with the unfavorable effects of foreign currency exchange. These factors were partially offset by price realization, lower selling, administrative, and general expenses, reduced production costs, and lower research and development expenses.

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Sales for the first six months decreased mainly as a result of lower shipment volumes and the unfavorable effects of currency translation, partially offset by price realization. Operating profit for the first six months declined primarily resulting from lower shipment volumes / sales mix, voluntary employee-separation expenses, and the unfavorable effects of currency exchange. Partially offsetting these factors were price realization, lower production costs, decreased selling, administrative, and general expenses, and reduced research and development expenses.

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Construction and Forestry. The construction and forestry segment results in millions of dollars follow:

	Three Months Ended					Six Months Ended
	May 3		April 28		%	May 3		April 28		%
	2020		2019		Change	2020		2019		Change
Net sales	$	2,256	$	2,991	-25	$	4,299	$	5,251	-18
Operating profit		96		347	-72		189		576	-67
Operating margin		4.3%		11.6%			4.4%		11.0%

Construction & Forestry sales declined for the second quarter mainly due to lower shipment volumes and the unfavorable effects of currency translation, partially offset by price realization. Second quarter operating profit deteriorated largely due to lower shipment volumes / sales mix, impairments in certain fixed assets and a minority investment in a construction equipment company headquartered in South Africa (see Note 21), and the unfavorable effects of foreign currency exchange, partially offset by lower production costs and price realization.

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The segment’s six month sales also decreased due to lower shipment volumes and the unfavorable effects of currency translation, partially offset by price realization. The first six month’s operating profit moved lower mainly due to reduced shipment volumes / sales mix, impairments in certain fixed assets and a minority investment in a construction equipment company (see Note 21), voluntary employee-separation expenses, and the unfavorable effects of currency exchange, partially offset by lower production costs and price realization.

Financial Services. The financial services segment revenue, interest expense, and operating profit in millions of dollars, along with the ratio of earnings to fixed charges follow:

	Three Months Ended					Six Months Ended
	May 3		April 28		%	May 3		April 28		%
	2020		2019		Change	2020		2019		Change
Revenue (including intercompany revenue)	$	967	$	982	-2	$	1,965	$	1,909	+3
Interest expense		266		312	-15		541		599	-10
Operating profit		75		170	-56		254		362	-30
Consolidated ratio of earnings to fixed charges		1.29		1.55	-17		1.47		1.61	-9

Financial services operating profit decreased for the quarter and first six months primarily due to a higher provision for credit losses and increased losses and impairments on lease residual values, partially offset by income earned on a higher average portfolio. Both periods were affected by unfavorable financing spreads. The average balance of receivables and leases financed was 3 percent higher in the second quarter and 5 percent higher in the first six months of 2020, compared with the same periods last year. Interest expense decreased in the second quarter and first six months of 2020 primarily as a result of lower average borrowing rates, partially offset by higher average borrowings.

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The cost of sales to net sales ratio and other significant statement of consolidated income changes not previously discussed follow:

	Three Months Ended					Six Months Ended
	May 3		April 28		%	May 3		April 28		%
	2020		2019		Change	2020		2019		Change
Cost of sales to net sales		76.5%		75.5%			77.1%		76.6%
Research and development expenses	$	406	$	457	-11	$	831	$	864	-4
Selling, administrative and general expenses		906		947	-4		1,715		1,710
Other operating expenses		377		359	+5		792		711	+11

The cost of sales to net sales ratio increased in the second quarter primarily due to the unfavorable effects of foreign currency exchange, impairment of fixed assets of an asphalt plant factory (see Note 21), and a less favorable product mix, partially offset by lower production costs and price realization. This ratio also increased in the first six months largely resulting from the unfavorable effects of currency exchange, the previously mentioned impairment, voluntary employee-separation expenses, and a less favorable product mix, partially offset by price realization and lower production costs. Research and development expenses decreased in both periods with targeted project reductions related to COVID spending adjustments. Selling, administrative and general expenses decreased in the second quarter primarily due to spending reductions and lower dealer commissions, partially offset by an increase in the provision for credit losses (see Note 11). These expenses for the first six months were about the same as 2019. Spending reductions, lower incentive compensation, and the favorable effects of foreign currency translation were offset by a higher provision for credit losses and voluntary employee-separation expenses (see Note 20). Other operating expenses increased in both periods primarily due to higher depreciation on operating leases and losses and impairments on operating lease residual values, partially offset by the favorable effects of foreign currency translation.

Market Conditions

● Agriculture and Turf. Industry sales of agricultural equipment are expected to decrease about 10 percent from 2019 for the U.S. and Canada, while sales in Europe are expected to be down 5 to 10 percent. South American industry sales of tractors and combines are projected to be down 10 to 15 percent. Asian industry sales are forecast to decrease moderately due in large part to the pandemic related shutdown in India. Industry sales of turf and utility equipment in the U.S. and Canada are expected to be down about 10 percent for 2020.

● Construction and Forestry. Industry construction equipment sales in North America are expected to decline by 20 to 30 percent for 2020. In forestry, global industry sales are expected to be down 15 to 20 percent due to weaker demand in North America and Russia.

● Financial Services. Full year 2020 results are expected to decline due to a higher provision for credit losses and less-favorable financing spreads, partially offset by lower losses and impairments on operating lease residual values.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements under “Overview,” “Market Conditions,” and other forward-looking statements herein that relate to future events, expectations, and trends involve factors that are subject to change, and risks and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties could affect particular lines of business, while others could affect all of the Company’s businesses.

The Company’s agricultural equipment business is subject to a number of uncertainties including the factors that affect farmers’ confidence and financial condition. These factors include demand for agricultural products, world grain stocks, weather conditions, soil conditions, harvest yields, prices for commodities and livestock, crop and livestock production expenses, availability of transport for crops, trade restrictions and tariffs (e.g., China), global trade agreements (e.g., the United States-Mexico-Canada Agreement), the level of farm product exports (including concerns about genetically modified organisms), the growth and sustainability of non-food uses for some crops (including ethanol and biodiesel production), real estate values, available acreage for farming, the land ownership policies of governments, changes in government farm programs and policies, international reaction to such programs, changes in and effects of crop insurance programs, changes in environmental regulations and their impact on farming practices, animal diseases (e.g., African swine fever) and their effects on poultry, beef and pork

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consumption and prices and on livestock feed demand, and crop pests and diseases and the impact of the COVID pandemic on the agricultural industry including demand for, and production and exports of, agricultural products, and commodity prices.

Factors affecting the outlook for the Company’s turf and utility equipment include consumer confidence, weather conditions, customer profitability, labor supply, consumer borrowing patterns, consumer purchasing preferences, housing starts and supply, infrastructure investment, spending by municipalities and golf courses, and consumable input costs. Many of these factors have been and may continue to be impacted by the global economic downturn resulting from the COVID pandemic and responses to the pandemic taken by governments and other authorities.

Consumer spending patterns, real estate and housing prices, the number of housing starts, interest rates and the levels of public and non-residential construction are important to sales and results of the Company’s construction and forestry equipment. Prices for pulp, paper, lumber and structural panels are important to sales of forestry equipment. Many of these factors affecting the outlook for the company’s construction and forestry equipment have been and may continue to be impacted by the global economic downturn resulting from the COVID pandemic and responses to the pandemic taken by governments and other authorities.

All of the Company’s businesses and its results are affected by general economic conditions in the global markets and industries in which the Company operates; customer confidence in general economic conditions; government spending and taxing; foreign currency exchange rates and their volatility, especially fluctuations in the value of the U.S. dollar; interest rates (including the availability of IBOR reference rates); inflation and deflation rates; changes in weather patterns; the political and social stability of the global markets in which the Company operates; the effects of, or response to, terrorism and security threats; wars and other conflicts; natural disasters; and the spread of major epidemics (including the COVID pandemic) and government and industry responses to epidemics such as travel restrictions and extended shut down of businesses.

Uncertainties related to the magnitude and duration of the COVID pandemic may significantly adversely affect the company’s business and outlook. These uncertainties include: prolonged reduction or closure of the company’s operations, or a delayed recovery in our operations; additional closures as mandated or otherwise made necessary by governmental authorities; disruptions in the supply chain and a prolonged delay in resumption of operations by one or more key suppliers, or the failure of any key suppliers; the company’s ability to meet commitments to customers on a timely basis as a result of increased costs and supply challenges; the ability to receive goods on a timely basis and at anticipated costs; increased logistics costs; delays in the company’s strategic initiatives as a result of reduced spending on research and development; additional operating costs at facilities that remain open due to remote working arrangements, adherence to social distancing guidelines and other COVID-related challenges; absence of employees due to illness; the impact of the pandemic on the company’s customers and dealers, and their delays in their plans to invest in new equipment; requests by the company’s customers or dealers for payment deferrals and contract modifications; the impact of disruptions in the global capital markets and/or continued declines in the company’s financial performance, outlook or credit ratings, which could impact the company’s ability to obtain funding in the future; and the impact of the pandemic on demand for our products and services as discussed above. It is unclear when an economic recovery could occur and what a recovery may look like. All of these factors could materially and adversely affect our business, liquidity, results of operations and financial position.

Significant changes in market liquidity conditions, changes in the Company’s credit ratings and any failure to comply with financial covenants in credit agreements could impact access to funding and funding costs, which could reduce the Company’s earnings and cash flows. Financial market conditions could also negatively impact customer access to capital for purchases of the Company’s products and customer confidence and purchase decisions, borrowing and repayment practices, and the number and size of customer loan delinquencies and defaults. A debt crisis, in Europe or elsewhere, could negatively impact currencies, global financial markets, social and political stability, funding sources and costs, asset and obligation values, customers, suppliers, demand for equipment, and Company operations and results. The Company’s investment management activities could be impaired by changes in the equity, bond and other financial markets, which would negatively affect earnings.

The withdrawal of the United Kingdom from the European Union and the perceptions as to the impact of the withdrawal may adversely affect business activity, political stability and economic conditions in the United Kingdom, the European Union and elsewhere. The economic conditions and outlook could be further adversely affected by (i) uncertainty regarding any new or modified trade arrangements between the United Kingdom and the European Union and/or other countries, (ii) the risk that one or more other European Union countries could come under increasing pressure to leave the European Union, or (iii) the risk that the euro as the single currency of the Eurozone could cease to exist. Any of these developments, or the perception that any of these developments are likely to occur, could affect economic growth or business activity in the United Kingdom or the European Union,

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and could result in the relocation of businesses, cause business interruptions, lead to economic recession or depression, and impact the stability of the financial markets, availability of credit, currency exchange rates, interest rates, financial institutions, and political, financial and monetary systems. Any of these developments could affect our businesses, liquidity, results of operations and financial position.

Additional factors that could materially affect the Company’s operations, access to capital, expenses and results include changes in, uncertainty surrounding and the impact of governmental trade, banking, monetary and fiscal policies, including financial regulatory reform and its effects on the consumer finance industry, derivatives, funding costs and other areas, and governmental programs, policies, tariffs and sanctions in particular jurisdictions or for the benefit of certain industries or sectors; retaliatory actions to such changes in trade, banking, monetary and fiscal policies; actions by central banks; actions by financial and securities regulators; actions by environmental, health and safety regulatory agencies, including those related to engine emissions, carbon and other greenhouse gas emissions, noise and the effects of climate change; changes to GPS radio frequency bands or their permitted uses; changes in labor and immigration regulations; changes to accounting standards; changes in tax rates, estimates, laws and regulations and Company actions related thereto; changes to and compliance with privacy regulations; compliance with U.S. and foreign laws when expanding to new markets and otherwise; and actions by other regulatory bodies.

Other factors that could materially affect results include production, design and technological innovations and difficulties, including capacity and supply constraints and prices; the loss of or challenges to intellectual property rights whether through theft, infringement, counterfeiting or otherwise; the availability and prices of strategically sourced materials, components and whole goods; delays or disruptions in the Company’s supply chain or the loss of liquidity by suppliers; disruptions of infrastructures that support communications, operations or distribution; the failure of suppliers or the Company to comply with laws, regulations and Company policy pertaining to employment, human rights, health, safety, the environment, anti-corruption, privacy and data protection and other ethical business practices; events that damage the Company’s reputation or brand; significant investigations, claims, lawsuits or other legal proceedings; start-up of new plants and products; the success of new product initiatives; changes in customer product preferences and sales mix; gaps or limitations in rural broadband coverage, capacity and speed needed to support technology solutions; oil and energy prices, supplies and volatility; the availability and cost of freight; actions of competitors in the various industries in which the Company competes, particularly price discounting; dealer practices especially as to levels of new and used field inventories; changes in demand and pricing for used equipment and resulting impacts on lease residual values; labor relations and contracts; changes in the ability to attract, train and retain qualified personnel; acquisitions and divestitures of businesses; greater than anticipated transaction costs; the integration of new businesses; the failure or delay in closing or realizing anticipated benefits of acquisitions, joint ventures or divestitures; the implementation of organizational changes; the failure to realize anticipated savings or benefits of cost reduction, productivity, or efficiency efforts; difficulties related to the conversion and implementation of enterprise resource planning systems; security breaches, cybersecurity attacks, technology failures and other disruptions to the Company’s and suppliers’ information technology infrastructure; changes in Company declared dividends and common stock issuances and repurchases; changes in the level and funding of employee retirement benefits; changes in market values of investment assets, compensation, retirement, discount and mortality rates which impact retirement benefit costs; and significant changes in health care costs.

The liquidity and ongoing profitability of John Deere Capital Corporation and other credit subsidiaries depend largely on timely access to capital in order to meet future cash flow requirements, and to fund operations, costs, and purchases of the Company’s products. If general economic conditions deteriorate or capital markets become more volatile, including as a result of the COVID pandemic, funding could be unavailable or insufficient. Additionally, customer confidence levels may result in declines in credit applications and increases in delinquencies and default rates, which could materially impact write-offs and provisions for credit losses.

The Company’s outlook is based upon assumptions relating to the factors described above, which are sometimes based upon estimates and data prepared by government agencies. Such estimates and data are often revised. The Company, except as required by law, undertakes no obligation to update or revise its outlook, whether as a result of new developments or otherwise. Further information concerning the Company and its businesses, including factors that could materially affect the Company’s financial results, is included in the Company’s other filings with the SEC (including, but not limited to, the factors discussed in Item 1A. Risk Factors of the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q).

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Critical Accounting Policies

See the Company’s critical accounting policies discussed in the Management’s Discussion and Analysis of the most recent annual report filed on Form 10-K. There have been no material changes to these policies.

CAPITAL RESOURCES AND LIQUIDITY

The discussion of capital resources and liquidity has been organized to review separately, where appropriate, the Company’s consolidated totals, equipment operations, and financial services operations.

Consolidated

Positive cash flows from consolidated operating activities in the first six months of 2020 were $776 million. This cash inflow resulted primarily from net income adjusted for non-cash provisions and a change in net retirement benefits, partially offset by a seasonal increase in receivables related to sales and inventories, a decrease in accounts payable and accrued expenses, and a change in accrued income taxes payable/receivable. Cash inflows from investing activities were $30 million in the first six months of 2020, primarily due to a change in collateral on derivatives – net of $319 million, and collections of receivables (excluding receivables related to sales) and proceeds from sales of equipment on operating leases exceeding the cost of these receivables and the cost of equipment on operating leases acquired by $195 million, partially offset by purchases of property and equipment of $441 million and purchases of marketable securities exceeding proceeds from maturities and sales by $32 million. Positive cash flows from financing activities were $4,343 million in the first six months of 2020 primarily due to an increase in borrowings of $5,098 million and proceeds from issuance of common stock of $70 million (resulting from the exercise of stock options), partially offset by dividends paid of $481 million and repurchases of common stock of $263 million. Cash, cash equivalents, and restricted cash increased $5,047 million during the first six months of this year. The increase in cash was primarily related to new equipment operations long-term borrowings to provide added liquidity due to the financial uncertainty created by COVID.

Negative cash flows from consolidated operating activities in the first six months of 2019 were $1,495 million. This cash outflow resulted primarily from a seasonal increase in receivables related to sales and inventories, along with an increase in overall demand, and a decrease in accounts payable and accrued expenses, partially offset by net income adjusted for non-cash provisions, a change in accrued income taxes payable/receivable, and a change in net retirement benefits. Cash outflows from investing activities were $372 million in the first six months of 2019, primarily due to purchases of property and equipment of $491 million and purchases of marketable securities exceeding proceeds from maturities and sales by $29 million. Partially offsetting these cash outflows were cash inflows from collections of receivables (excluding receivables related to sales) and proceeds from sales of equipment on operating leases exceeding the cost of receivables and the cost of equipment on operating leases acquired by $188 million. Positive cash flows from financing activities were $1,473 million in the first six months of 2019 primarily due to an increase in borrowings of $2,375 million and proceeds from issuance of common stock of $95 million (resulting from the exercise of stock options), partially offset by repurchases of common stock of $481 million and dividends paid of $462 million. Cash, cash equivalents, and restricted cash decreased $429 million during the first six months of 2019.

The Company has access to most global markets at a reasonable cost and expects to have sufficient sources of global funding and liquidity to meet its funding needs. Sources of liquidity for the Company include cash and cash equivalents, marketable securities, funds from operations, the issuance of commercial paper and term debt, the securitization of retail notes (both public and private markets), and committed and uncommitted bank lines of credit. The Company’s commercial paper outstanding at May 3, 2020, November 3, 2019, and April 28, 2019 was $3,424 million, $2,698 million, and $4,875 million, respectively, while the total cash and cash equivalents and marketable securities position was $9,526 million, $4,438 million, and $4,029 million, respectively. The total cash and cash equivalents and marketable securities held by foreign subsidiaries was $4,034 million, $2,731 million, and $2,252 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

Lines of Credit. The Company also has access to bank lines of credit with various banks throughout the world. Worldwide lines of credit totaled $9,178 million at May 3, 2020, $4,614 million of which were unused. For the purpose of computing unused credit lines, commercial paper and short-term bank borrowings, excluding secured borrowings and the current portion of long-term borrowings, were primarily considered to constitute utilization. Included in the total credit lines at May 3, 2020 was a 364-day credit facility agreement of $3,000 million expiring in fiscal April 2021. In addition, total credit lines included long-term credit facility agreements of $2,500 million expiring in fiscal April 2024 and $2,500 million expiring in fiscal April 2025. These credit agreements require John Deere Capital Corporation (Capital Corporation) to maintain its consolidated ratio of earnings to fixed charges at not less than 1.05 to 1 for each fiscal quarter and the ratio of senior debt, excluding securitization indebtedness, to

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capital base (total subordinated debt and stockholder’s equity excluding accumulated other comprehensive income (loss)) at not more than 11 to 1 at the end of any fiscal quarter. The credit agreements also require the equipment operations to maintain a ratio of total debt to total capital (total debt and stockholders’ equity excluding accumulated other comprehensive income (loss)) of 65 percent or less at the end of each fiscal quarter. Under this provision, the Company’s excess equity capacity and retained earnings balance free of restriction at May 3, 2020 was $11,472 million. Alternatively under this provision, the equipment operations had the capacity to incur additional debt of $21,306 million at May 3, 2020. All of these requirements of the credit agreement have been met during the periods included in the financial statements.

Debt Ratings. To access public debt capital markets, the Company relies on credit rating agencies to assign short-term and long-term credit ratings to the Company’s securities as an indicator of credit quality for fixed income investors. A security rating is not a recommendation by the rating agency to buy, sell, or hold Company securities. A credit rating agency may change or withdraw Company ratings based on its assessment of the Company’s current and future ability to meet interest and principal repayment obligations. Each agency’s rating should be evaluated independently of any other rating. Lower credit ratings generally result in higher borrowing costs, including costs of derivative transactions, and reduced access to debt capital markets. The senior long-term and short-term debt ratings and outlook currently assigned to unsecured Company debt securities by the rating agencies engaged by the Company are as follows:

	Senior
	Long-Term	Short-Term	Outlook
Fitch Ratings	A	F1	Stable
Moody’s Investors Service, Inc.	A2	Prime-1	Stable
Standard & Poor’s	A	A-1	Stable

Trade accounts and notes receivable primarily arise from sales of goods to independent dealers. Trade receivables increased $756 million during the first six months of 2020, primarily due to a seasonal increase, partially offset by foreign currency translation. These receivables decreased $1,533 million, compared to a year ago, primarily due to lower shipment volumes due to the effects of COVID and other macroeconomic issues, and foreign currency translation. The ratios of worldwide trade accounts and notes receivable to the last 12 months’ net sales were 18 percent at May 3, 2020, compared to 15 percent at November 3, 2019 and 22 percent at April 28, 2019. Agriculture and turf trade receivables decreased $962 million and construction and forestry trade receivables decreased $571 million, compared to a year ago. The percentage of total worldwide trade receivables outstanding for periods exceeding 12 months was 3 percent at May 3, 2020, 3 percent at November 3, 2019, and 1 percent at April 28, 2019.

Deere & Company stockholders’ equity was $11,864 million at May 3, 2020, compared with $11,413 million at November 3, 2019 and $11,919 million at April 28, 2019. The increase of $451 million during the first six months of 2020 resulted primarily from net income attributable to Deere & Company of $1,182 million, a change in the retirement benefits adjustment of $287 million, and an increase in common stock of $71 million, partially offset by dividends declared of $477 million, a change in cumulative translation adjustment of $398 million, and increase in treasury stock of $216 million.

Equipment Operations

The Company’s equipment businesses are capital intensive and are subject to seasonal variations in financing requirements for inventories and certain receivables from dealers. The equipment operations sell a significant portion of their trade receivables to financial services. To the extent necessary, funds provided from operations are supplemented by external financing sources.

Cash provided by operating activities of the equipment operations, including intercompany cash flows, in the first six months of 2020 was $842 million. This resulted primarily from cash inflows from net income adjusted for non-cash provisions and a change in net retirement benefits. Partially offsetting these operating cash inflows were cash outflows from a decrease in accounts payable and accrued expenses, a seasonal increase in inventories and trade and financing receivables held by the equipment operations, and a change in accrued income taxes payable/receivable. Cash, cash equivalents, and restricted cash increased $4,281 million in the first six months of 2020. The increase in cash was primarily related to new equipment operations long-term borrowings to provide added liquidity due to the financial uncertainty created by COVID.

Cash provided by operating activities of the equipment operations, including intercompany cash flows, in the first six months of 2019 was $708 million. This resulted primarily from cash inflows from net income adjusted for non-cash provisions and an increase in accounts payable and accrued expenses. Partially offsetting these operating cash inflows were cash outflows from a seasonal increase in inventories and trade and financing receivables held by the

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equipment operations, along with an increase in overall demand, and a change in accrued income taxes payable/receivable. Cash, cash equivalents, and restricted cash decreased $298 million in the first six months of 2019.

Trade receivables held by the equipment operations decreased $63 million during the first six months and decreased $189 million from a year ago. The equipment operations sell a significant portion of their trade receivables to financial services. See the previous consolidated discussion of trade receivables.

Inventories increased by $196 million during the first six months, primarily due to a seasonal increase partially offset by foreign currency translation. Inventories decreased by $990 million, compared to a year ago, due to forecasted lower demand related to COVID and other macroeconomic issues and foreign currency translation. A majority of these inventories are valued on the last-in, first-out (LIFO) method. The ratios of inventories on a first-in, first-out (FIFO) basis (see Note 13), which approximates current cost, to the last 12 months’ cost of sales were 31 percent at May 3, 2020, compared to 29 percent at November 3, 2019 and 34 percent at April 28, 2019.

Total interest-bearing debt, excluding finance lease liabilities, of the equipment operations was $11,343 million at May 3, 2020, compared with $6,446 million at November 3, 2019 and $6,074 million at April 28, 2019. The ratios of debt to total capital (total interest-bearing debt and stockholders’ equity) were 49 percent, 36 percent, and 34 percent at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

In the second quarter of 2020, the equipment operations issued three tranches of notes in the U.S. with aggregate principal totaling $2,250 million that are due from 2025 to 2050. The equipment operations also issued Euro-Medium-Term notes with aggregate principal totaling €2,000 million (approximately $2,170 million based on the exchange rate at the issue date) that are due from 2024 to 2032. In the second quarter of 2020, the equipment operations issued commercial paper in the U.S. with aggregate principal totaling $466 million. A portion, $448 million had an original term greater than 90 days. None of the commercial paper was repaid in the second quarter and is presented in “Increase in total short-term borrowings” in the consolidated statement of cash flows.

The Company may from time to time seek to retire portions of its outstanding debt securities through cash repurchases or exchanges for other securities, in open-market purchases, privately negotiated transactions, or otherwise. Such repurchases or exchanges, if any, will be subject to and depend on prevailing market conditions, the company’s liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material.

Property and equipment cash expenditures for the equipment operations in the first six months of 2020 were $440 million, compared with $490 million in the same period last year. Capital expenditures for the equipment operations in 2020 are estimated to be approximately $870 million.

In October 2019, the Company entered into a definitive agreement to acquire Unimil, a privately held Brazilian company in the aftermarket service parts business for sugarcane harvesters. The expected cash purchase price is R$375 million (or approximately $70 million based on the exchange rate at the end of the fiscal quarter). The Company expects to fund the acquisition and the transaction expenses with current cash. The transaction requires customary regulatory approval and is expected to close in the second half of 2020.

Financial Services

The financial services operations rely on their ability to raise substantial amounts of funds to finance their receivable and lease portfolios. Their primary sources of funds for this purpose are a combination of commercial paper, term debt, securitization of retail notes, equity capital, and borrowings from Deere & Company.

During the first six months of 2020, the cash provided by operating activities and financing activities was used primarily to increase trade and wholesale receivables. Cash flows provided by operating activities, including intercompany cash flows, were $991 million in the first six months. Cash used for investing activities totaled $329 million in the first six months of 2020 primarily due to an increase in trade and wholesale receivables of $673 million and purchases of marketable securities exceeding proceeds from maturities and sales by $32 million. These cash outflows were partially offset by cash inflows from a change in collateral on derivatives – net of $319 million, and collections of receivables (excluding trade and wholesale) and proceeds from sales of equipment on operating leases exceeding the cost of these receivables and the cost of equipment on operating leases acquired by $94 million. Cash provided by financing activities totaled $148 million, resulting primarily from an increase in borrowings from Deere & Company of $292 million and an increase in external borrowings of $94 million, partially offset by dividends paid to Deere & Company of $225 million. Cash, cash equivalents, and restricted cash increased $766 million in the first six months of 2020.

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During the first six months of 2019, the cash provided by operating activities and financing activities was used primarily to increase trade and wholesale receivables. Cash flows provided by operating activities, including intercompany cash flows, were $1,356 million in the first six months. Cash used for investing activities totaled $3,088 million in the first six months of 2019 primarily due to an increase in trade and wholesale receivables of $3,028 million and the cost of receivables (excluding trade and wholesale) and the cost of equipment on operating leases acquired exceeding the collection of these receivables and proceeds from sales of equipment on operating leases by $47 million, and purchases of marketable securities exceeding proceeds from maturities and sales by $32 million. Cash provided by financing activities totaled $1,609 million, resulting primarily from an increase in external borrowings of $2,544 million, partially offset by a decrease in borrowings from Deere & Company of $611 million and dividends paid to Deere & Company of $312 million. Cash, cash equivalents, and restricted cash decreased $131 million in the first six months of 2019.

Receivables and leases held by the financial services operations consist of retail notes originated in connection with retail sales of new and used equipment by dealers of John Deere products, retail notes from non-Deere equipment customers, trade receivables, wholesale notes, revolving charge accounts, credit enhanced international export financing generally involving John Deere products, and financing and operating leases. Total receivables and leases decreased $1,108 million during the first six months of 2020 and decreased $37 million in the past 12 months. Acquisition volumes of receivables (excluding trade and wholesale) and leases were 4 percent higher in the first six months of 2020, compared with the same period last year, as volumes of retail notes and revolving charge accounts were higher, while volumes of financing and operating leases were lower. The amount of total trade receivables and wholesale notes increased compared to November 3, 2019 and decreased compared to April 28, 2019.

Total external interest-bearing debt of the financial services operations was $38,761 million at May 3, 2020, compared with $38,888 million at November 3, 2019 and $38,645 million at April 28, 2019. Total external borrowings have changed generally corresponding with the level of receivable and lease portfolio, the level of cash and cash equivalents, the change in payables owed to Deere & Company, and the change in investment from Deere & Company. The financial services operations’ ratio of interest-bearing debt to stockholder’s equity was 8.3 to 1 at May 3, 2020, compared with 8.0 to 1 at November 3, 2019 and 8.0 to 1 at April 28, 2019.

Capital Corporation has a revolving credit agreement to utilize bank conduit facilities to securitize retail notes (see Note 12). At May 3, 2020, this facility had a total capacity, or “financing limit,” of $3,500 million of secured financings at any time. After a two-year revolving period, unless the banks and Capital Corporation agree to renew, Capital Corporation would liquidate the secured borrowings over time as payments on the retail notes are collected. At May 3, 2020, $1,630 million of secured short-term borrowings was outstanding under the agreement.

In the first six months of 2020, the financial services operations issued $1,770 million and retired $1,443 million of retail note securitization borrowings. In addition, during the first six months of 2020, the financial services operations issued $2,673 million and retired $3,163 million of long-term borrowings, which were primarily medium-term notes.

Dividends and Other Events

The Company’s Board of Directors at its meeting on May 27, 2020 declared a quarterly dividend of $.76 per share payable August 10, 2020, to stockholders of record on June 30, 2020.

In May 2020, the Company’s financial services operations entered into a retail note securitization using its bank conduit facility that resulted in securitization borrowings of approximately $743 million.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the Company’s most recent annual report filed on Form 10-K (Part II, Item 7A). There has been no material change in this information.

Item 4. CONTROLS AND PROCEDURES

The Company’s principal executive officer and its principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) were effective as of May 3, 2020, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act. During the second quarter, there were no changes that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is subject to various unresolved legal actions which arise in the normal course of its business, the most prevalent of which relate to product liability (including asbestos-related liability), retail credit, employment, patent, and trademark matters. Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that John Deere reasonably believes could exceed $100,000. The following matter is disclosed solely pursuant to that requirement: on October 3, 2018, the Provincia Santa Fe Ministerio de Medio Ambiente of Argentina issued a Notice of Violation to Industrias John Deere Argentina in connection with alleged groundwater contamination at the site; the Company worked with the appropriate authorities to implement corrective actions to remediate the site. On December 16, 2019, the Provincia Santa Fe Ministerio de Medio Ambiente issued a Notice of Fine of approximately $328,000. The Provincia Santa Fe Ministerio de Medio Ambienta is presently closed and its term has been suspended as a result of the COVID pandemic, which has prevented the Company’s access to administrative files. After its reopening, the Company will determine its response. The Company believes the reasonably possible range of losses for this and other unresolved legal actions would not have a material effect on its financial statements.

Item 1A.  Risk Factors

See the Company’s most recent annual report filed on Form 10-K (Part I, Item 1A).

The COVID pandemic resulted in additional risks that could materially adversely affect the Company’s business, financial condition, results of operations and/or cash flows.

As mentioned previously, COVID was identified in late 2019 and has spread globally. The rapid spread has resulted in governments and other authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders and shutdowns. These measures have impacted and may further impact all or portions of the Company’s workforce and operations and the operations of customers and suppliers. The Company has significant operations worldwide in countries that have been affected by the pandemic and taken containment actions. Considerable uncertainty exists regarding such measures and potential future measures. Restrictions on access to the Company’s manufacturing facilities or on the support operations or workforce, or similar limitations for suppliers, and restrictions or disruptions of transportation, port closures and increased border controls or closures, have limited and could continue to limit the Company’s ability to meet customer demand, which could have a material adverse effect on the Company’s financial condition, cash flows and results of operations. There is no certainty that measures taken by governmental authorities will be sufficient to mitigate the risks posed by the virus, and the Company’s ability to perform critical functions could be harmed.

The COVID pandemic has also significantly increased economic and demand uncertainty and has led to disruption and volatility in demand for the Company’s products and services, suppliers’ ability to fill orders, and global capital markets. It is likely that the COVID pandemic has caused an economic slowdown, and it is possible that it could cause a global recession. These events could affect demand for the Company’s products and services, the value of the equipment financed or leased, the demand for financings and the financial condition and credit risk of our dealers and customers. Risks related to negative economic conditions are described in our risk factor titled “Negative economic conditions and outlook can materially weaken demand for John Deere’s equipment and services, limit access to funding and result in higher funding costs” under “Risk Factors” in the Company’s annual report on Form 10-K for the year ended November 3, 2019.

Uncertainties related to the magnitude and duration of the COVID pandemic may significantly adversely affect our business and outlook. These uncertainties include: prolonged reduction or closure of the Company’s operations, or a delayed recovery in our operations; additional closures as mandated or otherwise made necessary by governmental authorities; disruptions in the supply chain and a prolonged delay in resumption of operations by one or more key suppliers, or the failure of any key suppliers; the Company’s ability to meet commitments to our customers on a timely basis as a result of increased costs and supply challenges; the ability to receive goods on a timely basis and at anticipated costs; increased logistics costs; delays in the Company’s strategic initiatives as a result of reduced spending on research

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and development; additional operating costs at facilities that remain open due to remote working arrangements, adherence to social distancing guidelines and other COVID related challenges; absence of employees due to illness; the impact of the pandemic on the Company’s customers and dealers, and their delays in their plans to invest in new equipment; requests by the Company’s customers or dealers for payment deferrals and contract modifications; the impact of disruptions in the global capital markets and/or continued declines in our financial performance, outlook or credit ratings, which could impact the Company’s ability to obtain funding in the future; and the impact of the pandemic on demand for our products and services as discussed above. It is unclear when an economic recovery could occur and what a recovery may look like. All of these factors could materially and adversely affect our business, liquidity, results of operations and financial position.

The ultimate magnitude of COVID effects, including the extent of its impact on the Company’s financial and operational results, which could be material, will be determined by the length of time that the pandemic continues, its effect on the demand for the Company’s products and services and the supply chain, as well as the effect of governmental regulations imposed in response to the pandemic. We cannot at this time predict the impact of the COVID pandemic, but it could have a material adverse effect on our business, financial condition, results of operations and/or cash flows.

There has been no additional material change to the other risks included in the most recent annual report filed on Form 10-K. The risks described in the annual report on Form 10-K, and the “Safe Harbor Statement” in this report, are not the only risks faced by the Company. Additional risks and uncertainties may also materially affect the Company’s business, financial condition or operating results. One should not consider the risk factors to be a complete discussion of risks, uncertainties, and assumptions.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s purchases of its common stock during the second quarter of 2020 were as follows:

				Total Number of
				Shares Purchased as	Maximum Number of
	Total Number of			Part of Publicly	Shares that May Yet Be
	Shares			Announced Plans or	Purchased under the
	Purchased	Average Price		Programs (1)	Plans or Programs (1)
Period	(thousands)	Paid Per Share		(thousands)	(millions)
Feb 3 to Mar 1	149	$	165.18	149	64.8
Mar 2 to Mar 29	845		147.76	845	63.9
Mar 30 to May 3					63.9
Total	994			994

(1) During the second quarter of 2020, the Company had a share repurchase plan that was announced in December 2013 to purchase up to $8,000 million of shares of the Company’s common stock. In December 2019, the Company announced an additional share repurchase plan authorizing the purchase of up to an additional $8,000 million of shares of the Company’s common stock. The maximum number of shares that may yet be purchased under these two plans was based on the end of the second quarter closing share price of $138.19 per share. At the end of the second quarter of 2020, $8,826 million of common stock remained to be purchased under the plans.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

Not applicable.

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Item 6.  Exhibits

Certain instruments relating to long-term borrowings constituting less than 10 percent of the registrant’s total assets are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant will file copies of such instruments upon request of the Commission.

3.1	Certificate of Incorporation (Exhibit 3.1 to Form 10-Q of registrant for the quarter ended July 28, 2019, Securities and Exchange Commission File Number 1-4121*)
3.2	Bylaws, as amended (Exhibit 3.2 to Form 10-Q of registrant for the quarter ended January 27, 2019, Securities and Exchange Commission File Number 1-4121*)
10.1	2024 Credit Agreement among the registrant, John Deere Capital Corporation, John Deere Bank S.A., various financial institutions, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as documentation agent, and Bank of America, N.A., as syndication agent, dated March 30, 2020
10.2	2025 Credit Agreement among the registrant, John Deere Capital Corporation, John Deere Bank S.A., various financial institutions, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as documentation agent, and Bank of America, N.A., as syndication agent, dated March 30, 2020
10.3	364-Day Credit Agreement among the registrant, John Deere Capital Corporation, John Deere Bank S.A., various financial institutions, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as documentation agent, and Bank of America, N.A., as syndication agent, dated March 30, 2020
31.1	Rule 13a-14(a)/15d-14(a) Certification
31.2	Rule 13a-14(a)/15d-14(a) Certification
32	Section 1350 Certifications
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference. Copies of these exhibits are available from the Company upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		DEERE & COMPANY
Date:	May 28, 2020	By:	/s/ Ryan D. Campbell
			Ryan D. Campbell Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

DEERE & COMPANY

JOHN DEERE CAPITAL CORPORATION

JOHN DEERE BANK S.A.

________________________________________

$2,500,000,000

2024

CREDIT AGREEMENT

Dated as of March 30, 2020

________________________________________

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

CITIBANK, N.A.,

as Documentation Agent

BANK OF AMERICA, N.A.,

as Syndication Agent

________________________________________

JPMORGAN CHASE BANK, N.A. and BOFA SECURITIES, INC.,

as Lead Arrangers and Bookrunners

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	25
1.3	Currency Conversion	25
1.4	Interest Rates; LIBOR Notification	25
SECTION 2.	THE COMMITTED RATE LOANS; THE BID LOANS; THE NEGOTIATED RATE LOANS; AMOUNT AND TERMS	26
2.1	The Committed Rate Loans	26
2.2	The Bid Loans; the Negotiated Rate Loans	27
2.3	Loan Accounts	31
2.4	Fees	31
2.5	Termination or Reduction of Commitments; Cancellation of Capital Corporation or JD Luxembourg as Borrower	31
2.6	Prepayments	33
2.7	Minimum Amount of Certain Loans	33
2.8	Committed Rate Loan Interest Rate and Payment Dates	33
2.9	Conversion and Continuation Options	34
2.10	Computation of Interest and Fees	34
2.11	Inability to Determine Interest Rate	35
2.12	Pro Rata Treatment and Payments	36
2.13	Requirements of Law	39
2.14	Indemnity	43
2.15	Non-Receipt of Funds by the Administrative Agent	44
2.16	Extension of Termination Date	44
2.17	Indemnified Taxes	45
2.18	Confirmations	48
2.19	Replacement of Cancelled Banks	48
2.20	Commitment Increases	49
2.21	Pricing Determinations	50
2.22	Markit Data	51
2.23	Defaulting Banks	53
2.24	Judgment Currency	55
2.25	Foreign Currency Exchange Rate	55
2.26	Letters of Credit	55
2.27	Capital Corporation Guaranty	59
SECTION 3.	REPRESENTATIONS AND WARRANTIES	60
3.1	Financial Condition	60
3.2	Corporate Existence	60
3.3	Corporate Power; Authorization; Enforceable Obligations	60
3.4	No Legal Bar	61
3.5	No Material Litigation	61
3.6	Taxes	61

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3.7	Margin Regulations	61
3.8	Use of Proceeds	61
3.9	Sanctions Laws and Regulations	61
3.10	Beneficial Ownership	62
SECTION 4.	CONDITIONS PRECEDENT	62
4.1	Conditions to Initial Extensions of Credit	62
4.2	Conditions to All Extensions of Credit	63
SECTION 5.	AFFIRMATIVE COVENANTS	64
5.1	Financial Statements	64
5.2	Certificates; Other Information	65
5.3	Company Indenture Documents	65
5.4	Capital Corporation Indenture Documents	65
5.5	Notice of Default	65
5.6	Ownership of Capital Corporation and JD Luxembourg Stock	66
5.7	Employee Benefit Plans	66
5.8	Compliance	66
SECTION 6.	NEGATIVE COVENANTS OF THE COMPANY	66
6.1	Company May Consolidate, etc., Only on Certain Terms	66
6.2	Limitation on Liens	67
6.3	Limitations on Sale and Lease-back Transactions	70
6.4	Equipment Operations Debt	70
SECTION 7.	NEGATIVE COVENANTS OF THE CAPITAL CORPORATION	70
7.1	Fixed Charges Ratio	70
7.2	Consolidated Senior Debt to Consolidated Capital Base	70
7.3	Limitation on Liens	70
7.4	Consolidation; Merger	72
SECTION 8.	EVENTS OF DEFAULT	72
SECTION 9.	THE AGENTS	74
9.1	Appointment	74
9.2	Delegation of Duties	75
9.3	Exculpatory Provisions	75
9.4	Reliance by Agents	75
9.5	Notice of Default	75
9.6	Non-Reliance on Agents and Other Banks	76
9.7	Indemnification	76
9.8	Agents in their Individual Capacities	76
9.9	Successor Agents	76
SECTION 10.	MISCELLANEOUS	77
10.1	Amendments and Waivers	77
10.2	Notices	78

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10.3	No Waiver; Cumulative Remedies	79
10.4	Payment of Expenses	79
10.5	Successors and Assigns; Participations; Purchasing Banks	81
10.6	Adjustments	85
10.7	Confidentiality	85
10.8	Counterparts	86
10.9	GOVERNING LAW	86
10.10	Consent to Jurisdiction and Service of Process	86
10.11	WAIVERS OF JURY TRIAL	86
10.12	USA Patriot Act	87
10.13	No Fiduciary Duty	87
10.14	Headings	87
10.15	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	87
10.16	Bank ERISA Representations	88

SCHEDULES:

Schedule I	Terms of Subordination
Schedule II	Commitments
Schedule III	Existing Letters of Credit

EXHIBITS:

Exhibit A	Form of Borrowing Notice
Exhibit B	Form of Bid Loan Request
Exhibit C	Form of Bid Loan Offer
Exhibit D	Form of Bid Loan Confirmation
Exhibit E	Form of Assignment and Assumption
Exhibit F	[Reserved]
Exhibit G	Form of Opinion of General Counsel to the Company
Exhibit H	Form of Opinion of Special New York Counsel to the Borrowers
Exhibit I	Form of Extension Request
Exhibit J	Form of Form W-8BEN-E Tax Letter
Exhibit K	Form of Form W-8ECI Tax Letter
Exhibit L	Form of Replacement Bank Agreement
Exhibit M	Form of Promissory Note
Exhibit N	Form of New Bank Supplement
Exhibit O	Form of Commitment Increase Supplement
Exhibit P	Form of Certificate of Non-Bank Status

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2024 CREDIT AGREEMENT, dated as of March 30, 2020, among (a) DEERE & COMPANY, a Delaware corporation (the “Company”), (b) JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (the “Capital Corporation”), (c) JOHN DEERE BANK S.A., a Luxembourg société anonyme (“JD Luxembourg”), (d) the several financial institutions parties hereto (collectively, the “Banks”, and individually, a “Bank”), (e) JPMORGAN CHASE BANK, N.A., as administrative agent hereunder (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), (f) CITIBANK, N.A., as documentation agent hereunder (in such capacity, the “Documentation Agent”), and (g) BANK OF AMERICA, N.A., as syndication agent hereunder (in such capacity, the “Syndication Agent”).

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms.  As used in this Agreement, the following terms have the following meanings:

“ABR”:  at any particular date, the highest of (a) the Prime Rate in effect on such day, (b) 0.5% per annum above the NYFRB Rate and (c) the Eurocurrency Rate for a Eurocurrency Loan denominated in Dollars with one-month Interest Period commencing on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% (provided that, for the avoidance of doubt, such Eurocurrency Rate for any date shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or, if such rate does not appear on the Reuters Screen LIBOR01 Page or otherwise on such system, on any comparable publicly available service for displaying Eurocurrency rates) at approximately 11:00 A.M. London time on such date).  If the ABR is being used as an alternate rate of interest pursuant to subsection 2.11 (for the avoidance of doubt, only until any amendment has become effective pursuant to subsection 2.11), then the ABR shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“ABR Loans”:  Committed Rate Loans at such time as they are made and/or being maintained at a rate of interest based upon the ABR.

“ABR Margin”:  as defined in subsection 2.21.

“Absolute Rate Bid Loan”:  any Bid Loan made pursuant to an Absolute Rate Bid Loan Request.

“Absolute Rate Bid Loan Request”:  any Bid Loan Request requesting the Banks to offer to make Bid Loans at an absolute rate (as opposed to a rate composed of the Applicable Index Rate plus (or minus) a margin).

“Act”:  as defined in subsection 10.12.

“Administrative Agent”:  as defined in the preamble hereto.  It is understood that matters concerning the Foreign Currency Loans will be administered by the Foreign Currency Agent as agent for the Administrative Agent.

“Administrative Questionnaire”:  an Administrative Questionnaire in a form supplied by the Administrative Agent.

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“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Foreign Currency”: as defined in subsection 2.11(a).

“Agent”:  the Administrative Agent, the Foreign Currency Agent, the Syndication Agent, or a Documentation Agent, as the context shall require; together, the “Agents”.

“Agreement”:  this 2024 Credit Agreement, as amended, supplemented or modified from time to time.

“Agreement Currency”:  as defined in subsection 2.24(b).

“Anti-Corruption Laws”: all laws, rules and regulations of any jurisdiction applicable to the Borrowers and their Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Creditor”:  as defined in subsection 2.24(b).

“Applicable Index Rate”:  in respect of any Bid Loan requested pursuant to an Index Rate Bid Loan Request, the Eurocurrency Rate applicable to the Interest Period for such Bid Loan.

“Applicable Margin”:  for ABR Loans and for Eurocurrency Loans, the applicable ABR Margin or Eurocurrency Margin, in each case as determined in accordance with subsection 2.21.

“Application”:  an application in such form from time to time in use by the applicable Issuing Bank, requesting an Issuing Bank to issue a Letter of Credit.

“Attributable Debt”:  as defined in subsection 6.2(b)(ii).

“Australian Dollars”:  the lawful currency of Australia.

“Available Commitment”:  as to any Bank at any time, an amount equal to the excess, if any, of (a) such Bank’s Commitment then in effect over (b) such Bank’s Committed Rate Loans then outstanding.

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank” and “Banks”:  as defined in the preamble hereto.

“Benchmark Replacement”: with respect to any Currency, the sum of: (a) the alternate benchmark rate (which, with respect to Dollars, may be a SOFR-Based Rate) that has been selected by the

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Administrative Agent and the Borrowers giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBOR Screen Rate for syndicated credit facilities in such Currency and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement for such Currency as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Adjustment”: with respect to any Currency, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers for such Currency giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Screen Rate for Loans denominated in such Currency with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Screen Rate with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities in such Currency at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Margin).

“Benchmark Replacement Conforming Changes”:  with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides in its reasonable discretion (in consultation with the Borrowers) may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent determines (in consultation with the Borrowers) is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date”: the earlier to occur of the following events with respect to the LIBOR Screen Rate with respect to any applicable Currency:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOR Screen Rate for such Currency permanently or indefinitely ceases to provide the LIBOR Screen Rate for such Currency; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event”: the occurrence of one or more of the following events with respect to the LIBOR Screen Rate with respect to any applicable Currency:

(1) a public statement or publication of information by or on behalf of the administrator of the LIBOR Screen Rate for such Currency announcing that such administrator has ceased or will cease to provide the LIBOR Screen Rate for such Currency, permanently or indefinitely, provided that, at the

4

time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Screen Rate for such Currency;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Screen Rate for such Currency, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Screen Rate for such Currency, a resolution authority with jurisdiction over the administrator for the LIBOR Screen Rate for such Currency or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Screen Rate for such Currency, in each case which states that the administrator of the LIBOR Screen Rate for such Currency has ceased or will cease to provide the LIBOR Screen Rate for such Currency permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Screen Rate for such Currency; and/or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Screen Rate for such Currency announcing that the LIBOR Screen Rate for such Currency is no longer representative.

“Benchmark Transition Start Date”:  (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent, the Borrowers or the Majority Banks, as applicable, by notice to the Borrowers, the Administrative Agent (in the case of such notice by the Majority Banks or the Borrowers) and the Banks.

“Benchmark Unavailability Period”: if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBOR Screen Rate with respect to any applicable Currency and solely to the extent that the LIBOR Screen Rate for such Currency has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBOR Screen Rate for such Currency for all purposes hereunder in accordance with subsection 2.11 and (y) ending at the time that a Benchmark Replacement has replaced the LIBOR Screen Rate for such Currency for all purposes hereunder pursuant to subsection 2.11.

“Beneficial Ownership Certification”: a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.

“benefitted Bank”:  as defined in subsection 10.6.

“Bid Loan”:  each loan (other than Negotiated Rate Loans) made pursuant to subsection 2.2; the aggregate amount advanced by a Bid Loan Bank pursuant to subsection 2.2 on each Borrowing Date shall constitute one Bid Loan, or more than one Bid Loan if so specified by the relevant Loan Assignee in its request for promissory notes pursuant to subsection 10.5(c).

“Bid Loan Banks”:  the collective reference to each Bank designated from time to time as a Bid Loan Bank by the Company or the Capital Corporation (for purposes of Bid Loans to such Borrower) by written notice to the Administrative Agent and which has not been removed as a Bid Loan

5

Bank by such Borrower by written notice to the Administrative Agent (each of which notices the Administrative Agent shall transmit to each such affected Bank).

“Bid Loan Confirmation”:  each confirmation by the Company or the Capital Corporation of its acceptance of Bid Loan Offers, which Bid Loan Confirmation shall be substantially in the form of Exhibit D and shall be delivered to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission.

“Bid Loan Offer”:  each offer by a Bid Loan Bank to make Bid Loans pursuant to a Bid Loan Request, which Bid Loan Offer shall contain the information specified in Exhibit C and shall be delivered to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission.

“Bid Loan Request”:  each request by the Company or the Capital Corporation for Bid Loan Banks to submit bids to make Bid Loans, which shall contain the information in respect of such requested Bid Loans specified in Exhibit B and shall be delivered to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission.

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”:  the Company, the Capital Corporation or JD Luxembourg; collectively, the “Borrowers”.

“Borrowing Date”:  in respect of any Loan, the date such Loan is made, and in respect of any Letter of Credit, the date such Letter of Credit is issued.

“Business Day”:  a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided, that (a) with respect to notices and determinations in connection with, and payments of principal and interest on, Eurocurrency Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurocurrency market in London, (b) when used in connection with a Foreign Currency Loan, the term “Business Day” shall also exclude any day on which commercial banks in London are authorized or required by law to close and any day on which banks are authorized or required by law to be closed in the principal financial center for that currency and (c) when used in connection with Eurocurrency Loans denominated in Euros, the term “Business Day” shall also exclude any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (TARGET) (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Foreign Currency Agent to be a suitable replacement) is not open for settlement of payment in Euros.

“Calculation Date”:  with respect to each Foreign Currency, the last day of each calendar quarter (or, if such day is not a Business Day, the next succeeding Business Day) and such other days from time to time as the Administrative Agent shall reasonably designate as a “Calculation Date”; provided, that the second Business Day preceding each Borrowing Date with respect to, and preceding each date of any borrowing, conversion or continuation of, any Foreign Currency Loan shall also be a “Calculation Date” with respect to the relevant Foreign Currency.

“Calendar Quarter”:  a three-month period consisting of (i) each January, February and March, (ii) each April, May and June, (iii) each July, August and September or (iv) each October, November and December.

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“Canadian Dollars”: the lawful currency of Canada.

“Cancelled Bank”:  (i) any Bank that has the whole or any part of its Commitment cancelled under subsection 2.13(a), (b) or (c), subsection 2.16(c) or subsection 2.17(b) or the Commitment of which has expired under subsection 2.16(a) and (ii) any Defaulting Bank that the Company designates in writing to such Bank and the Administrative Agent as a Cancelled Bank.

“Capital Corporation”:  as defined in the preamble hereto.

“Certificate of Non-Bank Status”:  a certificate substantially in the form and substance of Exhibit P.

“Closing Date”:  the date on which each of the conditions precedent specified in subsection 4.1 shall have been satisfied (or compliance therewith shall have been waived by the Majority Banks hereunder).

“Code”:  the Internal Revenue Code of 1986, as amended from time to time.

“Code of Conduct”:  as defined in subsection 3.9.

“Commitment”:  as to any Bank, the amount set opposite such Bank’s name on Schedule II or in any assignment pursuant to which such Bank becomes a party hereto with respect to any interest purchased therein, as such amount may be modified as provided herein; collectively, as to all Banks, the “Commitments”.

“Commitment Expiration Date”:  as defined in subsection 2.16(a).

“Commitment Fee Rate”:  the rate per annum set forth below in the column corresponding to the Prevailing Rating of the Company:

Level I Rating	Level II Rating	Level III Rating	Level IV Rating	Level V Rating	Level VI Rating
0.050%	0.060%	0.070%	0.090%	0.110%	0.125%

“Commitment Increase Notice”:  as defined in subsection 2.20(a).

“Commitment Increase Supplement”:  as defined in subsection 2.20(c).

“Commitment Percentage”:  as to any Bank at any time, the percentage which such Bank’s Commitment at such time constitutes of all the Commitments at such time or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Bank’s Extensions of Credit then outstanding constitutes of the aggregate principal amount of the Total Extensions of Credit then outstanding; collectively, as to all the Banks, the “Commitment Percentages”; provided that when a Defaulting Bank shall exist, “Commitment Percentage” shall mean, when appropriate as determined by the Administrative Agent in order to provide ratable treatment at any time a Defaulting Bank exists (and without increasing the Commitment of any Bank), the percentage of the total Commitments (disregarding any Defaulting Bank’s Commitment) represented by such Bank’s Commitment.

7

“Commitment Period”:  as to any Bank at any time, the period from and including the Closing Date to but not including the Termination Date of such Bank or such earlier date on which the Commitments shall terminate as provided herein.

“Committed Extensions of Credit”: as to any Bank at any time, the amount equal to the sum of the Dollar Equivalent of (a) the aggregate principal amount of all Committed Rate Loans held by such Bank then outstanding and (b) such Bank’s Commitment Percentage multiplied by the L/C Obligations then outstanding.

“Committed Rate Loans”:  each loan made pursuant to subsection 2.1.

“Commonly Controlled Entity”:  in relation to a Borrower, an entity, whether or not incorporated, which is under common control with such Borrower within the meaning of Section 414(b) or (c) of the Code.

“Company”:  as defined in the preamble hereto.

“Compounded SOFR”:  the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with:

(1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:

(2) if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;

provided,  further, that if the Administrative Agent decides in its reasonable discretion that any such rate, methodology or convention determined in accordance with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement.”

“Consolidated Capital Base”:  at a particular time for the Capital Corporation and its consolidated Subsidiaries, the sum of (a) the amount shown opposite the item “Total Stockholders’ Equity” on the consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries plus (b) all indebtedness of the Capital Corporation and its consolidated Subsidiaries for borrowed money subordinated (on terms no less favorable to the Administrative Agent and the Banks than the terms of subordination set forth on Schedule I) to the indebtedness which may be incurred hereunder by the Capital Corporation, provided that the sum of clauses (a) and (b) hereof as at the end of a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries as at the end of such fiscal quarter and after such adjustments, if any, as may be required so that the sum of the amounts referred to in clauses (a) and (b) is determined in accordance with GAAP.  Notwithstanding the

8

foregoing, for purposes of determining compliance with subsection 7.2, adjustments resulting from any accumulated other comprehensive income as reflected on the most recent publicly available consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries as at the end of any fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be deemed not to be included in Consolidated Capital Base.

“Consolidated Net Worth”:  as defined in subsection 6.2(b)(ii).

“Consolidated Senior Debt”:  at a particular time for the Capital Corporation and its consolidated Subsidiaries, indebtedness for borrowed money other than any indebtedness for borrowed money that is subordinated, on terms no less favorable to the Administrative Agent and the Banks than the terms of subordination set forth on Schedule I, to the indebtedness which may be incurred hereunder by the Capital Corporation, provided that the amount of such indebtedness for borrowed money (other than such subordinated indebtedness) as at the end of a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries as at the end of such fiscal quarter and after such adjustments, if any, as may be required so that such amount is determined in accordance with GAAP.  Notwithstanding the foregoing, for purposes of determining compliance with subsection 7.2, indebtedness for borrowed money in respect of any Securitization Indebtedness shall be deemed not included in Consolidated Senior Debt.

“Contractual Obligation”:  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.

“Corresponding Tenor”: with respect to a Benchmark Replacement in respect of Dollars means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the Eurocurrency Rate for Loans denominated in Dollars.

“Credit Default Swap Spread”:  as defined in subsection 2.21.

“Credit Rating”:  as of any date, (a) as to any Person, the rating assigned to the relevant long term senior unsecured (and non-credit enhanced) Debt obligations of such Person by Moody’s, S&P or Fitch, in each case as of the close of business on such date, and (b) if no rating for such Debt described in clause (a) is available, the corporate credit rating of such Person as announced by Moody’s, S&P or Fitch, in each case as of the close of business on such date.

“Currency”: any Dollars and any Foreign Currency.

“Data Provider”:  as defined in subsection 2.22(b).

“Deal Year”:  as defined in subsection 2.16(c).

“Debt”:  as defined in subsection 6.2.

“Default”:  any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

9

“Defaulting Bank”:  any Bank that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within two Business Days of the date required to be funded by it hereunder, unless such Bank has notified the Administrative Agent and the Borrower that such failure is the result of such Bank’s good faith determination that one or more conditions precedent to funding has not been satisfied; (b) notified the Company, the Administrative Agent, any Issuing Bank or any Bank in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit; (c) failed, within three Business Days after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit; provided that such Bank shall cease to be a Defaulting Bank pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower; (d) otherwise failed to pay over to the Administrative Agent or any other Bank any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute; or (e) (i) become or is insolvent or has a parent company that has become or is insolvent, (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) become or has a parent company that has become the subject of a Bail-In Action; provided that a Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Bank with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Bank (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Bank.  If any Bank shall become a Defaulting Bank, the Company shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving written notice to the Administrative Agent and such Bank in accordance with subsection 2.6, notwithstanding subsection 2.12(b), to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable to such Bank pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee or other amount payable to such Bank hereunder and/or, upon giving not less than three Business Days’ notice to such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank.  Upon any such cancellation of the Commitment of a Defaulting Bank, participating interests in Letters of Credit shall be reallocated ratably among the remaining Banks in accordance with subsection 2.23(d).

“Designated Person”:  a Person

(i) listed in the annex to, or otherwise the subject of the provisions of, any Executive Order;

(ii) 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

(iii) in which an SDN has a controlling interest of 50% or greater ownership interest.

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“Designated User”:  a Person designated as such by a Bank, the Company or the Administrative Agent.

“Determination Date”:  at any time (a) for any Eurocurrency Loan (i) the date three Business Days before the commencement of the Interest Period applicable to such Loan and (ii) in the case of an Interest Period of more than three months duration, the date that is three Business Days before the last Business Day of each successive three-month period during such Interest Period, (b) for any ABR Loan (i) initially, the Closing Date and (ii) from and after the end of the Calendar Quarter during which the Closing Date occurs, the first Business Day of the Calendar Quarter in effect at such time and (c) for any Letter of Credit (i) initially, the date such Letter of Credit is issued and (ii) from and after the end of the Calendar Quarter in which such Letter of Credit is issued, the first Business Day of the Calendar Quarter in effect at such time.

“Dividing Person”: as defined in the definition of Division.

“Division”: the statutory division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement) pursuant to Section 18-217 of the Delaware Limited Liability Company Act, which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor”: any person that, upon the consummation of a Division of a Dividing Person, holds all or substantially all of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division.

“Documentation Agent”:  as defined in the preamble hereto.

“Dollar Equivalent”:  at any time as to any amount denominated in a Foreign Currency, the equivalent amount in Dollars as reasonably determined by the Administrative Agent at such time on the basis of the Exchange Rate for the purchase of Dollars with such Foreign Currency on the most recent Calculation Date for such Foreign Currency.

“Dollar Loan”: any Committed Rate Loan denominated in Dollars.

“Dollars” and “$”:  dollars in lawful currency of the United States of America.

“Domestic Bank”:  any Bank organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Early Opt-in Election”: the occurrence, with respect to any applicable Currency, of:

(1) (i) a determination by the Administrative Agent or the Borrowers (as notified to the Administrative Agent) or (ii) a notification by the Majority Banks to the Administrative Agent (with a copy to the Borrowers) that the Majority Banks have determined that syndicated credit facilities in such Currency being executed at such time, or that include language similar to that contained in subsection 2.11 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Screen Rate for Loans denominated in such Currency, and

(2) (i) the election by the Administrative Agent or the Borrowers or (ii) the election by the Majority Banks to declare that an Early Opt-in Election with respect to such Currency has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrowers and the Majority Banks or by the Borrowers of written notice of such election to the

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Administrative Agent or by the Majority Banks of written notice of such election to the Administrative Agent.

“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”: any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EMU”:  the Economic and Monetary Union as contemplated in the Treaty.

“Equipment Operations”:  those business segments of the Company and its consolidated Subsidiaries that are primarily engaged in the manufacture and distribution of equipment, parts and related attachments.

“Equipment Operations Debt”:  at a particular time, the sum of short-term and long-term indebtedness for borrowed money that is or would be shown on a balance sheet of Equipment Operations (with Financial Services reflected only on an equity basis), which balance sheet was or would be prepared on the basis of the most recent publicly available consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of any fiscal quarter of the Company and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Company and its consolidated Subsidiaries).

“ERISA”:  the Employee Retirement Income Security Act of 1974, as amended from time to time.

“EU Bail-In Legislation Schedule”: The EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro”:  the single currency of Participating Member States of the EMU introduced in accordance with the provisions of Article 123 of the Treaty and, in respect of all payments to be made under this Agreement in Euro, means immediately available, freely transferable funds in such currency.

“Eurocurrency Loans”:  Committed Rate Loans at such time as they are made and/or being maintained at a rate of interest based upon a Eurocurrency Rate.

“Eurocurrency Margin”:  as defined in subsection 2.21.

“Eurocurrency Rate”:  (a) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan and for each Index Rate Bid Loan, denominated in Dollars or any relevant Foreign Currency, other than Canadian Dollars, Australian Dollars, New Zealand Dollars and Euros, the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such Currency for a tenor equal in length to

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such Interest Period as displayed on page LIBOR01 or LIBOR02 of the Reuters Screen (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in consultation with the Borrowers; in each case, the “LIBOR Screen Rate”) at approximately 11:00 A.M., Local Time, two Business Days prior to the beginning of such Interest Period (or, in the case of any Eurocurrency Loan denominated in Pounds Sterling, on the first day of such Interest Period); provided that, if the LIBOR Screen Rate shall not be available at such time for such Interest Period (a “LIBOR Impacted Interest Period”) with respect to the relevant Currency, then the Eurocurrency Rate shall be the LIBOR Interpolated Rate at such time.  “LIBOR Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which that LIBOR Screen Rate is available in the relevant Currency) that is shorter than the LIBOR Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which that LIBOR Screen Rate is available for the relevant Currency) that exceeds the LIBOR Impacted Interest Period, in each case, at such time.

(b) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in Canadian Dollars, the rate per annum equal to the average rate for bankers acceptances as administered by Thomson Reuters Benchmark Services Limited (or any other Person that takes over the administration of such rate) for a tenor equal in length to such Interest Period as displayed on page CDOR of the Reuters Screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the “CDOR Screen Rate”) at approximately 11:00 A.M., Local Time, on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent); provided, that, if the CDOR Screen Rate shall not be available at such time for such Interest Period (a “CDOR Impacted Interest Period”) with respect to Canadian Dollars, then the Eurocurrency Rate for Canadian Dollars shall be the CDOR Interpolated Rate at such time.  “CDOR Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent to be equal to the rate that results from interpolating on a linear basis between: (a) the CDOR Screen Rate for the longest period (for which that CDOR Screen Rate is available in Canadian Dollars) that is shorter than the CDOR Impacted Interest Period and (b) the CDOR Screen Rate for the shortest period (for which that CDOR Screen Rate is available for Canadian Dollars) that exceeds the CDOR Impacted Interest Period, in each case, at such time.

(c) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in Australian Dollars, the rate per annum equal to the average bid reference rate as administered by the Australian Financial Markets Association (or any other Person that takes over the administration of that rate) for Australian Dollar bills of exchange with a tenor equal in length to such Interest Period (or as close to such Interest Period as possible), displayed on page BBSY of the Reuters Screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the “BBSY Screen Rate”) at approximately 11:00 A.M., Local Time, two Business Days prior to the beginning of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent); provided, that, if the BBSY Screen Rate shall not be available at such time for such Interest Period, the Administrative Agent may substitute for such rate with an alternative published interest rate reasonably acceptable to the applicable Borrower (or other rate basis agreed by the applicable

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Borrower and the Administrative Agent, including interpolation in a manner consistent with paragraphs (a) and (b) above).

(d) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in New Zealand Dollars, the rate per annum equal to the average bid reference rate as administered by the New Zealand Financial Markets Association (or any other Person that takes over the administration of that rate) for New Zealand Dollar bills of exchange with a tenor equal in length to such Interest Period (or as close to such Interest Period as possible), displayed on page BKBM of the Reuters Screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the “BKBM Screen Rate”) at approximately 11:00 A.M., Local Time, on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent); provided, that, if the BKBM Screen Rate shall not be available at such time for such Interest Period, the Administrative Agent may substitute such rate with an alternative published interest rate reasonably acceptable to the applicable Borrower (or other rate basis agreed by the applicable Borrower and the Administrative Agent, including interpolation in a manner consistent with paragraphs (a) and (b) above).

(e) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in Euros, the rate per annum equal to the interbank offered rate administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a tenor equal in length to such Interest Period as displayed on page on Reuters Page EURIBOR01 (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the a “EURIBOR Screen Rate”) at approximately 11:00 a.m., Local Time, two Business Days prior to the beginning of such Interest Period; provided, that, if the EURIBOR Screen Rate shall not be available at such time for such Interest Period, the Administrative Agent may substitute such rate with an alternative published interest rate reasonably acceptable to the applicable Borrower (or other rate basis agreed by the applicable Borrower and the Administrative Agent, including interpolation in a manner consistent with paragraphs (a) and (b) above).

Notwithstanding the above, in no event shall the Eurocurrency Rate be less than zero.

“Event of Default”:  any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

“Exchange Rate”:  on any day, the rate at which the starting Currency may be exchanged into the other relevant Currency, as set forth at approximately 10:00 A.M., Local Time, on such date on the Reuters World Spots page for such starting Currency.  In the event that such rate does not appear on any Reuters World Spots page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates reasonably selected by the Administrative Agent.

“Existing Credit Agreement”:  as defined in subsection 4.1(e).

“Existing Letters of Credit”:  the letters of credit issued under the Existing Credit Agreement and outstanding on the Closing Date and set forth on Schedule III.

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“Exposure”:  (a) with respect to an Objecting Bank at any time, the aggregate amount of such Bank’s Extensions of Credit then outstanding and (b) with respect to any other Bank at any time, the Commitment of such Bank then in effect or, if the Commitments have been terminated, the amount of such Bank’s Extensions of Credit then outstanding.

“Extension Request”:  each request by the Borrowers made pursuant to subsection 2.16 for the Banks to extend this Agreement, which shall contain the information in respect of such extension specified in Exhibit I and shall be delivered to the Administrative Agent in writing.

“Extensions of Credit”:  as to any Bank at any time, the amount equal to the sum of the Dollar Equivalent of (a) the aggregate principal amount of all Loans held by such Bank then outstanding and (b) such Bank’s Commitment Percentage multiplied by the L/C Obligations then outstanding.

“FATCA”:  Sections 1471 through 1474 of the Code (and any comparable successor provisions), any effective regulations published thereunder or official interpretations thereof issued by any Governmental Authority charged with the administration thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreements with respect thereto, and any treaty, law, regulations, or other official guidance enacted in any other jurisdiction relating to such intergovernmental agreement.

“Federal Funds Effective Rate”: on any particular date, the rate set forth for such date or, if such date is not a Business Day, the next preceding Business Day, opposite the caption “Federal Funds (Effective)” in the weekly statistical release designated as “H.15(519)” (or any successor publication) published by the Board or, if such rate is not so published for such date, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds dealers of recognized standing selected by it; provided that in no event shall the Federal Funds Effective Rate be less than zero.

“Federal Reserve Bank of New York’s Website”: the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Federal Reserve Board”: the Board of Governors of the Federal Reserve System of the United States of America.

“Financial Services”:  the businesses of the Company (including the credit businesses) that are not primarily engaged in Equipment Operations.

“Fitch”: Fitch Ratings Ltd.

“Fixed Charges”:  for any particular period for the Capital Corporation and its consolidated Subsidiaries, all of the Capital Corporation’s and its consolidated Subsidiaries’ consolidated interest on indebtedness for borrowed money, amortization of discounts of indebtedness for borrowed money, the portion of rentals under financing leases deemed to represent interest and rentals under operating leases; provided, that, notwithstanding the foregoing, consolidated interest on Securitization Indebtedness and amortization of Securitization Indebtedness shall be deemed not included in Fixed Charges; provided,  further, that such amounts (but not any amounts constituting consolidated interest on, or amortization of, Securitization Indebtedness) for a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available consolidated statement of income of the Capital Corporation and its consolidated Subsidiaries for or covering such

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fiscal quarter and after such adjustments, if any, as may be required so that such amounts are determined in accordance with GAAP.

“Foreign Bank”:  any Bank that is not a Domestic Bank.

“Foreign Currency”:  Euros, Pounds Sterling, Australian Dollars, Canadian Dollars, New Zealand Dollars and, as agreed by the Administrative Agent, any other Currency which is freely traded and convertible into Dollars in the London interbank market and for which the Dollar Equivalent thereof can be calculated from time to time.

“Foreign Currency Agent”:  J.P. Morgan Europe Limited, or any successor appointed pursuant to this Agreement.

“Foreign Currency Loan”:  each Loan denominated in a Foreign Currency.

“GAAP”:  generally accepted accounting principles in the United States of America as applied in the preparation of financial statements of the Company or the Capital Corporation, respectively, as of the fiscal year ended November 3, 2019, except with respect to capital lease obligations, in which case the generally accepted accounting principles in the United States of America as applied in the preparation of financial statements of the Company or the Capital Corporation, respectively, as of January 1, 2015 shall apply.

“Governmental Authority”:  any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Hedging Transaction”:  any swap transaction, interest rate protection agreement (including any interest rate swap, interest “cap” or “collar” or any other interest rate hedging device entered into by the Capital Corporation or one or more of its Subsidiaries), option agreement, short or long position in equity or debt instruments, commodities, futures and forward transactions, outperformance agreement or other similar transaction, agreement or arrangement entered into by the Capital Corporation or one or more of its Subsidiaries.

“IBA”: has the meaning assigned to such term in subsection 1.4.

“Important Property”:  (a) any manufacturing plant, including land, all buildings and other improvements thereon, and all manufacturing machinery and equipment located therein, owned and used by the Company or a Restricted Subsidiary primarily for the manufacture of products to be sold by the Company or such Restricted Subsidiary, (b) the executive office and administrative building of the Company in Moline, Illinois, and (c) research and development facilities, including land and buildings and other improvements thereon and research and development machinery and equipment located therein, in each case, owned and used by the Company or a Restricted Subsidiary; except in any case property of which the aggregate fair value as determined by the Board of Directors of the Company does not at the time exceed 1% of Consolidated Net Worth.

“Increasing Bank”:  as defined in subsection 2.20(c).

“Indemnified Person”:  as defined in subsection 10.4(b).

“Indemnified Taxes”:  as defined in subsection 2.17(a).

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“Index Debt”:  any senior, unsecured, non-credit enhanced long-term debt issued by the Company.

“Index Rate Bid Loan”:  any Bid Loan made at an interest rate based upon the Applicable Index Rate.

“Index Rate Bid Loan Request”:  any Bid Loan Request requesting the Banks to offer to make Index Rate Bid Loans at an interest rate equal to the Applicable Index Rate plus (or minus) a margin.

“Interest Payment Date”:  (a) as to any ABR Loan, the last Business Day of each March, June, September and December, commencing on the first of such days to occur after such ABR Loan is made or a Eurocurrency Loan is converted to an ABR Loan, (b) as to any Eurocurrency Loan, the last day of each Interest Period applicable thereto, provided that as to any Eurocurrency Loan in respect of which a Borrower has selected an Interest Period of greater than three months, interest shall also be paid on the day which is three months after the beginning of such Interest Period and (c) the Termination Date.

“Interest Period”:  (a) with respect to any Eurocurrency Loan, the period commencing on the Borrowing Date, the date any ABR Loan is converted to a Eurocurrency Loan or the date any Eurocurrency Loan is continued as a Eurocurrency Loan, as the case may be, with respect to such Eurocurrency Loan and ending one, two, three or six months thereafter in the case of any Eurocurrency Loan denominated in any Currency other than Canadian Dollars (or, with the consent of all relevant Banks, twelve months thereafter, or a period of less than one month thereafter if all relevant Banks consent to such period), or thirty, sixty, or ninety days thereafter in the case of any Eurocurrency Loan denominated in Canadian Dollars, as selected by a Borrower in its notice of borrowing, conversion or continuance as provided in subsection 2.1(c) or 2.9;

(b) with respect to any Bid Loan, the period commencing on the Borrowing Date with respect to such Bid Loan and ending on the date not less than seven days nor more than six months thereafter, as specified by a Borrower in its Bid Loan Request as provided in subsection 2.2(b); and

(c) with respect to any Negotiated Rate Loan, the period or periods commencing on the Borrowing Date with respect to such Negotiated Rate Loan or the last day of any Interest Period with respect thereto and ending on the dates as shall be mutually agreed upon between the relevant Borrower and the relevant Bank;

provided, that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period pertaining to a Eurocurrency Loan or an Index Rate Bid Loan would otherwise end on a day which is not a Working Day, that Interest Period shall be extended to the next succeeding Working Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Working Day;

(ii) if any Interest Period pertaining to a Negotiated Rate Loan or an Absolute Rate Bid Loan would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day;

(iii) any Interest Period pertaining to a Eurocurrency Loan having an Interest Period of one, two, three or six months or an Index Rate Bid Loan having an Interest Period of one, two, three, four,

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five or six months, that begins on the last Working Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Working Day of a calendar month;

(iv) Interest Periods shall be deemed available only if the Required Banks shall not have advised the Administrative Agent that the Eurocurrency Rate determined by the Administrative Agent on the basis of the applicable quotes will not adequately and fairly reflect the cost to such Banks of maintaining or funding their Committed Rate Loans bearing interest based on the Eurocurrency Rate determined for such Interest Period.  The Administrative Agent shall notify the Borrowers and each Bank promptly after having been advised by the Required Banks that a Eurocurrency Rate will not so adequately and fairly reflect such Banks’ costs as aforesaid.  If a requested Interest Period shall be unavailable in accordance with the foregoing sentence, the proposed Borrower may (A) in accordance with the provisions (including any requirements for notification) of subsection 2.1 request, at its option, that the requested Committed Rate Loans denominated in Dollars be made or maintained as ABR Loans or (B) withdraw the request for such Committed Rate Loans for which the Interest Period was unavailable by giving notice of such election to the Administrative Agent in accordance with subsection 2.11; provided, that if the Administrative Agent does not receive any notice hereunder with respect to requested Committed Rate Loans denominated in Dollars, such Borrower shall be deemed to have requested ABR Loans;

(v) with respect to Loans made by an Objecting Bank, no Interest Periods with respect to such Loans shall end after such Objecting Bank’s Commitment Expiration Date; and

(vi) no Interest Period shall end after the Termination Date.

“ISP”: with respect to any standby Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuing Bank”: any Bank that a Borrower may select from time to time that is willing to act as issuer of Letters of Credit, in its capacity as issuer of any Letter of Credit.

“Issuing Bank L/C Commitment”:  $0.

“JD Luxembourg”:  as defined in the preamble hereto.

“JPMorgan Chase Bank, N.A.”:  JPMorgan Chase Bank, N.A., a national association.

“Judgment Currency”:  as defined in subsection 2.24.

“L/C Commitment”:  $0.

“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to subsection 2.26(e).  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Participants”:  the collective reference to all the Banks (other than, with respect to any Letter of Credit, the applicable Issuing Bank in its capacity as Issuing Bank) or any of them.

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“Letter of Credit Fee”:  the rate per annum equal to the Eurocurrency Margin calculated on the Determination Date for Letters of Credit.

“Letters of Credit”:  as defined in subsection 2.26(a).

“Level”: Level I Rating, Level II Rating, Level III Rating, Level IV Rating, Level V Rating or Level VI Rating, as the context shall require.

“Level I Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is Aa3 or higher by Moody’s, AA- or higher by S&P and AA- or higher by Fitch.

“Level II Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is A1 by Moody’s, A+ by S&P and A+ by Fitch.

“Level III Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is A2 by Moody’s, A by S&P and A by Fitch.

“Level IV Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is A3 by Moody’s, A- by S&P and A- by Fitch.

“Level V Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is Baa1 by Moody’s, BBB+ by S&P and BBB+ by Fitch.

“Level VI Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is below Baa1 by Moody’s, below BBB+ by S&P and below BBB+ by Fitch.

“LIBOR Screen Rate”: as defined in the definition of Eurocurrency Rate.

“Loan Account”:  as defined in subsection 2.3; collectively, the “Loan Accounts”.

“Loan Assignees”:  as defined in subsection 10.5(c).

“Loan Assignment”:  an Assignment and Assumption, substantially in the form of Exhibit E.

“Loan Documents”: this Agreement, including schedules and exhibits hereto, and the Notes.

“Loans”:  the collective reference to the Committed Rate Loans, the Bid Loans and the Negotiated Rate Loans.

“Local Time”: (a) in the case of Foreign Currency Loans denominated in Canadian Dollars, Toronto, Ontario time, (b) in the case of Foreign Currency Loans denominated in Australian Dollars, Sydney, Australia time, (c) in the case of Foreign Currency Loans denominated in New Zealand Dollars, Wellington, New Zealand time, (d) in the case of Foreign Currency Loans denominated in Euros, Brussels time, (e) in the case of all other Foreign Currency Loans, London time and (f) in all other cases, New York time.

“Losses”:  as defined in subsection 10.4(b).

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“Luxembourg Obligations”:  the collective reference to the unpaid principal of and interest on the Loans made to JD Luxembourg and all other obligations and liabilities of JD Luxembourg (including, without limitation, interest accruing at the then applicable rate provided herein after the maturity of such Loans and interest accruing at the then applicable rate provided herein after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to JD Luxembourg, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Bank, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Banks that are required to be paid by JD Luxembourg pursuant to the terms of any of the foregoing agreements).

“Majority Banks”:  at any particular time, Banks having Commitment Percentages aggregating more than fifty percent; provided that (a) at any time after the termination of all the Commitments, “Majority Banks” shall mean Banks holding Extensions of Credit aggregating more than fifty percent in principal amount of the Total Extensions of Credit and (b) at any time after the Commitment Expiration Date with respect to any Objecting Bank (but prior to the termination of all the Commitments), “Majority Banks” shall mean Banks whose Exposure aggregates more than fifty percent of the aggregate Exposure of all the Banks.

“Margin Stock”:  as defined in Regulation U of the Board.

“Markit”:  Markit Group Limited or any successor thereto.

“Markit Data”:  as defined in subsection 2.22(a).

“Moody’s”:  Moody’s Investor Service, Inc.

“Mortgage”:  as defined in subsection 6.2.

“Negotiated Rate Loan”:  each Loan made to the Company or the Capital Corporation by a Bank pursuant to a Negotiated Rate Loan Request in such principal amount, for such number of Interest Periods (subject to the proviso to the definition of “Interest Period” in this subsection 1.1) and having such interest rate(s) and repayment terms as shall, in each case, be mutually agreed upon between such Borrower and such Bank.

“Negotiated Rate Loan Request”:  each request by the Company or the Capital Corporation for a Bank to make Negotiated Rate Loans, which shall be delivered to such Bank in writing, by facsimile transmission, or by telephone, immediately confirmed in writing, and which shall specify the amount to be borrowed and the proposed Borrowing Date.

“Negotiation Period”:  as defined in subsection 2.21.

“Net Earnings Available for Fixed Charges”:  for any particular period for the Capital Corporation and its consolidated Subsidiaries, the sum of (i) consolidated net earnings of the Capital Corporation and such Subsidiaries for such period without deduction of Fixed Charges and without deduction of federal, state or other income taxes, provided that such net earnings for a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly

20

available statement of income of the Capital Corporation and its consolidated Subsidiaries for or covering such fiscal quarter and after such adjustments, if any, as may be required so that such net earnings are determined in accordance with GAAP, except that earned investment tax credits may be included as revenue in the consolidated income statement of the Capital Corporation and its consolidated Subsidiaries, rather than as an offset against the provision for income taxes and (ii) Support Payments received by the Capital Corporation in or in respect of such period.

“New Bank”:  as defined in subsection 2.20(b).

“New Bank Supplement”:  as defined in subsection 2.20(b).

“New Zealand Dollars”: the lawful currency of New Zealand.

“Non-Qualifying Bank”: as defined in subsection 2.17(e).

“Notes”:  the collective reference to any promissory note evidencing Loans.

“NYFRB”: the Federal Reserve Bank of New York.

“NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Objecting Banks”:  as defined in subsection 2.16(a).

“Offered Increase Amount”:  as defined in subsection 2.20(a).

“Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Overnight Rate”: for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Effective Rate, and (b) with respect to any amount denominated in a Foreign Currency, at a rate reasonably determined by the Administrative Agent to be the cost to it of funding such amounts.

“Participant Register”:  as defined in subsection 10.5(b).

“Participants”:  as defined in subsection 10.5(b).

“Participating Member State”:  any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Person”:  an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever

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nature, provided that for purposes of subsection 8(h), Person shall also include two or more entities acting as a syndicate or any other group for the purpose of acquiring, holding or disposing of securities of the Company.

“Plan”:  any pension plan which is covered by Title IV of ERISA and in respect of which either Borrower or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA.

“Pounds” or “£” or “Pounds Sterling”: the lawful currency of the United Kingdom.

“Prevailing Rating”:  at any date of determination, the Level then applicable; provided that for purposes of determining the applicable Level when the assigned Credit Ratings of the Company by all three Ratings Agencies do not fall within the same Level: (i) if the Credit Ratings of the Company assigned by S&P and Moody’s fall within the same Level, the Prevailing Rating shall be such Level, (ii) if the Credit Ratings of the Company assigned by S&P and Moody’s do not fall within the same Level and the ratings differential is one Level, the Prevailing Rating shall be determined solely by reference to the higher of (x) the Credit Rating of the Company assigned by S&P and (y) the Credit Rating of the Company assigned by Moody’s and (iii) if the Credit Ratings of the Company assigned by S&P and Moody’s do not fall within the same Level and the ratings differential is more than one Level, the Prevailing Rating shall be the Level one notch lower than the Level determined solely by reference to the higher of (x) the Credit Rating of the Company assigned by S&P and (y) the Credit Rating of the Company assigned by Moody’s.

“Prime Rate”: the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Purchasing Banks”:  as defined in subsection 10.5(d).

“Re-Allocation Date”:  as defined in subsection 2.20(e).

“Register”:  as defined in subsection 10.5(e).

“Reimbursement Obligation”:  the obligation of the Company or the Capital Corporation to reimburse an Issuing Bank pursuant to subsection 2.26(e) for amounts drawn under Letters of Credit issued for its account.

“Relevant Governmental Body”: the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Report Period”:  as defined in subsection 2.18.

“Reportable Event”:  any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder.

“Required Banks”:  at a particular time, Banks having Commitment Percentages aggregating at least 66-2/3%; provided that (a) at any time after the termination of all the Commitments,

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“Required Banks” means Banks holding Extensions of Credit aggregating at least 66-2/3% in principal amount of the Total Extensions of Credit and (b) at any time after the Commitment Expiration Date with respect to any Objecting Bank (but prior to the termination of all the Commitments), “Required Banks” means Banks whose Exposure aggregates at least 66-2/3% of the aggregate Exposure of all the Banks.

“Requirement of Law”:  as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves”:  as defined in subsection 2.13(c).

“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer”:  of a Borrower, the Chairman, the President, any Executive, Senior or other Vice President, the Treasurer, any Assistant Secretary and any Assistant Treasurer of such Borrower.

“Restricted Margin Stock”:  any Margin Stock, the sale, pledge or other disposition of which by the Company or any of its Subsidiaries is in any way restricted by an arrangement with any Bank or any affiliate thereof to the extent that the value thereof (determined in accordance with Regulation U of the Board) does not exceed 25% of the value (determined in accordance with such Regulation U) of all the assets subject to such restriction.

“Restricted Subsidiary”:  any Subsidiary of the Company incorporated in the United States of America or Canada (a) which is engaged in, or whose principal assets consist of property used by the Company or any Restricted Subsidiary in, the manufacture of products within the United States of America or Canada or in the sale of products principally to customers located in the United States of America or Canada except any corporation which is a retail dealer in which the Company has, directly or indirectly, an investment, or (b) which the Company shall designate as a Restricted Subsidiary in an officers’ certificate signed by two Responsible Officers of the Company and delivered to the Administrative Agent.

“S&P”:  Standard and Poor’s Financial Services LLC.

“Sale and Lease-back Transaction”:  as defined in subsection 6.3.

“Sanctions Laws and Regulations” means:

(i) 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 Directorate of Defense Trade Controls or the U.S. Department of Commerce Bureau of Industry and Security; and

(ii) any sanctions measures imposed by the United Nations Security Council, the European Union, or the United Kingdom.

“Screen Rate”: the LIBOR Screen Rate, the CDOR Screen Rate, the EURIBOR Screen Rate, the BBSY Screen Rate and/or the BKBM Screen Rate, as applicable.

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“Securitization Indebtedness”:  the aggregate outstanding indebtedness for borrowed money, owner trust certificates (however classified) or credit enhancements incurred in connection with transactions involving (i) the sale, transfer or other disposition of receivables or leases (retail or wholesale) by the Capital Corporation or any of its Subsidiaries and (ii) the issuance of commercial paper, medium term notes or any other form of financing by any structured bankruptcy-remote Subsidiary of the Capital Corporation or any related conduit lender (such transactions, “Securitizations”), provided, that the aggregate outstanding credit enhancements in the form of cash or letter(s) of credit provided by the Capital Corporation or any of its Subsidiaries (other than any structured bankruptcy-remote Subsidiary) in excess of 10% of the aggregate outstanding indebtedness for borrowed money and owner trust certificates (however classified) incurred in connection with such Securitizations shall not be deemed for the purposes of this Agreement to be Securitization Indebtedness, but shall be deemed for purposes of subsection 7.2 to be Consolidated Senior Debt.

“Significant Subsidiary”:  of a Borrower, any Subsidiary of such Borrower the assets, revenues or net worth of which is, at the time of determination, equal to or greater than ten percent of the assets, revenues or net worth, respectively, of such Borrower at such time.

“SOFR”: with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“SOFR-Based Rate”: SOFR, Compounded SOFR or Term SOFR.

“Subsidiary”:  of a Person, a corporation or other entity of which securities or other ownership interests having ordinary voting power (other than securities or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person or one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person.

“Support Payments”:  payments from the Company to the Capital Corporation made pursuant to that certain Support Agreement, dated as October 15, 1996, by and between the Company and the Capital Corporation, as amended by the First Amended Agreement, dated as of November 1, 2003, between the Company and the Capital Corporation.

“Syndication Agent”:  as defined in the preamble hereto.

“Termination Date”:  March 30, 2024 or such later date as shall be determined pursuant to the provisions of subsection 2.16 with respect to non-Objecting Banks.

“Term SOFR”: the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Total Commitments”: at any time, the aggregate amount of the Commitments then in effect.

“Total Extensions of Credit”: at any time, the aggregate amount of the Extensions of Credit of the Banks outstanding at such time.

“Total Stockholders’ Equity”:  at a particular time, the total stockholders’ equity, exclusive of adjustments resulting from any accumulated other comprehensive income of the Company

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and its consolidated Subsidiaries as at the end of any fiscal quarter (including the last quarter of any fiscal year) as determined in accordance with GAAP.

“Transferees”:  as defined in subsection 10.5(g).

“Transfer Effective Date”:  the effective date of an assignment of Loans or Commitments under a Loan Assignment.

“Treaty”:  the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1987, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice Treaty (which was signed on February 26, 2001), each as amended from time to time and as referred to in legislative measures of the European Union for the introduction of, changeover to or operating of the Euro in one or more member states.

“Type”:  as to any Committed Rate Loan, its nature as an ABR Loan or Eurocurrency Loan.

“UCP”: with respect to any commercial Letter of Credit, the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the time of issuance and subject to which such Letter of Credit was issued).

“UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement”: with respect to any Currency, the Benchmark Replacement for such Currency excluding the Benchmark Replacement Adjustment for such Currency; provided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Withholding Agent”:  any Borrower or the Administrative Agent, as the case may be.

“Working Day”:  any Business Day on which dealings in foreign currencies and exchange between banks may be carried on in London, England and New York, New York.

“Write-Down and Conversion Powers”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,  any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that

25

Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2 Other Definitional Provisions.  (a)  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

(b) As used herein and in any certificate or other document made or delivered pursuant hereto, accounting terms relating to any Borrower and its Subsidiaries not defined in subsection 1.1, and accounting terms partly defined in subsection 1.1 to the extent not defined, shall have the respective meanings given to them under GAAP.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the relevant Borrower.

1.3 Currency Conversion.

(a) If more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then (i) any reference in the Agreement to, and any obligations arising under the Agreement in, the general currency of that country (as opposed to a reference to a specific country) shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent (with the Borrowers’ consent, which shall not unreasonably be withheld) and (ii) any such translation from one currency or currency unit to another of any country shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down, as applicable, at least to the fifth decimal place.

(b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines (with the Borrowers’ consent, which shall not unreasonably be withheld) such amendment to be necessary to reflect the change in currency and to put the Bank in the same position, so far as possible, that they would have been in if no change in currency had occurred.

1.4 Interest Rates; LIBOR Notification.

The interest rate on Eurocurrency Loans denominated in Dollars and certain Foreign Currencies is determined by reference to the LIBOR Screen Rate, which is derived from the London interbank offered rate.  The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings in the applicable Currency from each other in the London interbank market.  In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Loans. In

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light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate.  Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election with respect to any applicable Currency, subsection 2.11 provides a mechanism for determining an alternative rate of interest for Loans denominated in such Currency.  The Administrative Agent will notify the Borrower, pursuant to subsection 2.11, in advance, of any change to the reference rate for any Currency upon which the interest rate on Eurocurrency Loans denominated in such Currency is based.  However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurocurrency Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to subsection 2.11, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to subsection 2.11(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate for any Currency will be similar to, or produce the same value or economic equivalence of, the LIBOR Screen Rate or other applicable Screen Rate for Loans denominated in such Currency or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

SECTION 2. THE COMMITTED RATE LOANS; THE BID LOANS; THE NEGOTIATED RATE LOANS; AMOUNT AND TERMS

2.1 The Committed Rate Loans.  (a)  During the Commitment Period, subject to the terms and conditions hereof, each Bank severally agrees to make loans (individually, a “Committed Rate Loan”) to each Borrower in Dollars or in any Foreign Currency from time to time; provided that (i) after giving effect thereto, such Bank’s Committed Extensions of Credit then outstanding do not exceed the amount of such Bank’s Commitment and (ii) the Total Extensions of Credit then outstanding do not exceed the Total Commitments.  During the Commitment Period, each Borrower may use the Commitments by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.

(b) The Committed Rate Loans may be either (i) Eurocurrency Loans denominated in Dollars or any Foreign Currency, (ii) ABR Loans denominated in Dollars or (iii) a combination thereof as determined by the relevant Borrower; provided that the Foreign Currency Loans shall be Eurocurrency Loans.

(c) Each Borrower may borrow Committed Rate Loans on any Working Day, if the borrowing is of Eurocurrency Loans, or on any Business Day, if the borrowing is of ABR Loans; provided,  however, that a Responsible Officer of such Borrower shall give the Administrative Agent irrevocable notice thereof which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, New York City time, three Working Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans denominated in Dollars, (ii) prior to 12:00 Noon, Local Time, four Working Days prior to the requested Borrowing Date, in the case of Foreign Currency Loans, (iii) prior to 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans requested by the Company or Capital Corporation, and (iv) prior to 12:00 Noon, London time, on the requested Borrowing Date, in the case of ABR Loans requested by JD Luxembourg.  Each such notice shall be given in writing or by facsimile transmission substantially in the form of Exhibit A (with appropriate insertions) or shall be given by telephone (specifying the information set forth in Exhibit A) promptly confirmed by notice given in writing or by facsimile transmission substantially in the form of Exhibit A (with appropriate insertions).  On the day of receipt of any such notice from a Borrower, the Administrative Agent (or Foreign Currency Agent) shall promptly notify each Bank thereof.  Each Bank will make the amount of

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its share of each borrowing available to the Administrative Agent in the applicable Currency for the account of such Borrower at the office of the Administrative Agent set forth in subsection 10.2 at 11:00 A.M. (or 2:00 P.M., in the case of ABR Loans requested pursuant to clause (iii) above), Local Time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent as the Administrative Agent may direct.  The proceeds of all such Committed Rate Loans will be made available promptly to such Borrower by the Administrative Agent at the office of the Administrative Agent specified in subsection 10.2 by crediting the account of such Borrower on the books of such office of the Administrative Agent with the aggregate of the amount made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent.

(d) All Committed Rate Loans made to a Borrower shall be repaid in full by such Borrower on or before the Termination Date; provided, that Committed Rate Loans made by Objecting Banks shall be repaid as provided in subsection 2.16(b).  Notwithstanding anything herein to the contrary, each Borrower’s obligation to repay its Committed Rate Loans and pay the interest accrued thereon is a several obligation.

(e) JD Luxembourg appoints the Capital Corporation as its agent to make all borrowing requests on its behalf, to receive the proceeds of Loans and make payments in respect of Loans and otherwise act on behalf of JD Luxembourg under this Agreement.

(f) Each Bank may, at its option, make any Loan available to any Borrower by causing any foreign or domestic branch or affiliate of such Bank to make such Loan; provided that any exercise of such option (i) shall not affect the obligation of such Borrower to repay such Loan in accordance with the terms of this Agreement and (ii) shall not result in any adverse consequences to the Borrowers.

2.2 The Bid Loans; the Negotiated Rate Loans.  (a)  The Company and the Capital Corporation may borrow Bid Loans or Negotiated Rate Loans denominated in Dollars from time to time on any Business Day (in the case of Bid Loans made pursuant to an Absolute Rate Bid Loan Request), any Working Day (in the case of Bid Loans made pursuant to an Index Rate Bid Loan Request) or, in the case of Negotiated Rate Loans, on such days as shall be mutually agreed upon between the relevant Borrower and the applicable Bank, in each case during the Commitment Period and in the manner set forth in this subsection 2.2 and in amounts such that the Dollar Equivalent of the aggregate principal amount of Loans and L/C Obligations at any time outstanding shall not exceed the aggregate amount of the Commitments at such time.  Notwithstanding any other provision of this Agreement, the aggregate principal amount of the outstanding Bid Loans and/or Negotiated Rate Loans made by any Bank may at any time (but shall not be required to) exceed the Commitment of such Bank so long as the Dollar Equivalent of the aggregate outstanding principal amount of all Loans and L/C Obligations does not at any time exceed the aggregate amount of the Commitments.

(b) (i)  The Company and the Capital Corporation shall request Bid Loans or Negotiated Rate Loans by delivering (A) in the case of an Index Rate Bid Loan, a Bid Loan Request to the Administrative Agent, c/o JPMorgan Chase Bank, N.A., as Administrative Agent, 500 Stanton Christiana Road, NCC5, Floor 01, Newark, Delaware, 19713-2107, United States, Attention:  Ali Zigami, Telephone:  (302) 634-4834, Facsimile:  (302) 634-8459, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Borrowing Date, (B) in the case of an Absolute Rate Bid Loan, a Bid Loan Request to the Administrative Agent at the address set forth in clause (A) of this subsection 2.2(b)(i) not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Borrowing Date or (C) in the case of a Negotiated Rate Loan, a Negotiated Rate Loan Request to any Bank at such time as the applicable Borrower and the applicable Bank shall agree.  Each Bid Loan Request may solicit bids for Bid Loans in an aggregate principal amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof and for not more than three alternative Interest Periods for such

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Bid Loans.  The Administrative Agent shall promptly notify each Bid Loan Bank by facsimile transmission or by telephone, immediately confirmed by facsimile transmission, of the contents of each Bid Loan Request received by it.

(ii) In the case of an Index Rate Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bid Loan Bank that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Bid Loans at the Applicable Index Rate plus or minus a margin for each such Bid Loan determined by such Bid Loan Bank, in its sole discretion.  Any such irrevocable offer shall be made by delivering a Bid Loan Offer to the Administrative Agent at the address set forth in clause (i)(A) above before 10:30 A.M. (New York City time) three Working Days before the proposed Borrowing Date, setting forth the maximum amount of Bid Loans for each Interest Period, and the aggregate maximum amount for all Interest Periods, which such Bank would be willing to make and the margin above or below the Applicable Index Rate at which such Bid Loan Bank is willing to make each such Bid Loan.  The Administrative Agent shall advise the relevant Borrower before 11:00 A.M. (New York City time) three Working Days before the proposed Borrowing Date of the contents of each such Bid Loan Offer received by it.  If the Administrative Agent in its capacity as a Bid Loan Bank shall, in its sole discretion, elect to make any such offer, it shall advise such Borrower of the contents of its Bid Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Borrowing Date.

(iii) In the case of an Absolute Rate Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bid Loan Bank that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Bid Loans at a rate or rates of interest for each such Bid Loan determined by such Bid Loan Bank in its sole discretion.  Any such irrevocable offer shall be made by delivering a Bid Loan Offer to the Administrative Agent at the address set forth in clause (i)(A) of this subsection 2.2(b) before 9:30 A.M. (New York City time) on the proposed Borrowing Date, setting forth the maximum amount of Bid Loans for each Interest Period, and the aggregate maximum amount for all Interest Periods, which such Bid Loan Bank would be willing to make and the rate or rates of interest at which such Bid Loan Bank is willing to make each such Bid Loan.  The Administrative Agent shall advise the relevant Borrower before 10:00 A.M. (New York City time) on the proposed Borrowing Date of the contents of each such Bid Loan Offer received by it.  If the Administrative Agent in its capacity as a Bid Loan Bank shall, in its sole discretion, elect to make any such offer, it shall advise such Borrower of the contents of its Bid Loan Offer before 9:15 A.M. (New York City time) on the proposed Borrowing Date.

(iv) The relevant Borrower shall before 11:30 A.M. (New York City time) three Working Days before the proposed Borrowing Date (in the case of Bid Loans requested by an Index Rate Bid Loan Request) and before 10:30 A.M. (New York City time) on the proposed Borrowing Date (in the case of Bid Loans requested by an Absolute Rate Bid Loan Request) either, in its absolute discretion:

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(A) cancel such Bid Loan Request by giving the Administrative Agent telephone notice to that effect, or

(B) accept one or more of the offers made by any Bid Loan Bank or Bid Loan Banks pursuant to clause (ii) or clause (iii) of this subsection 2.2(b), as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent at the address set forth in clause (i)(A) of this subsection 2.2(b) of a Bid Loan Confirmation) of the amount of Bid Loans for each relevant Interest Period to be made by each Bid Loan Bank (which amount shall be equal to or less than the maximum amount for such Interest Period specified in the Bid Loan Offer of such Bid Loan Bank, and for all Interest Periods included in such Bid Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Bid Loan Offer for all such Interest Periods) and reject any remaining offers made by Bid Loan Banks pursuant to clause (ii) or clause (iii) above, as the case may be; provided,  however, that (x) such Borrower may not accept offers for Bid Loans for any Interest Period in an aggregate principal amount in excess of the maximum principal amount requested for such Interest Period in the related Bid Loan Request, (y) if such Borrower accepts any such offers, it must accept offers strictly based upon pricing (starting with the lowest pricing) for such relevant Interest Period and upon no other criteria whatsoever and (z) if two or more Bid Loan Banks submit offers for any Interest Period at identical pricing and such Borrower accepts any of such offers but does not wish to borrow the total amount offered by such Bid Loan Banks with such identical pricing, such Borrower shall accept offers from all of such Bid Loan Banks in amounts allocated among them pro rata according to the amounts offered by such Bid Loan Banks (or as nearly pro rata as shall be practicable, after giving effect to the requirement that Bid Loans made by a Bid Loan Bank on a Borrowing Date for each relevant Interest Period shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is not possible to make allocations in accordance with the provisions of this clause (z) such allocations shall be made in accordance with the instructions of such Borrower, it being understood that in no event shall any Bank be obligated to make any Bid Loan in a principal amount less than $5,000,000).

(v) If such Borrower notifies the Administrative Agent that a Bid Loan Request is cancelled pursuant to clause (iv)(A) of this subsection 2.2(b), the Administrative Agent shall give prompt telephone notice thereof to the Bid Loan Banks, and the Bid Loans requested thereby shall not be made.

(vi) (A)  If such Borrower accepts pursuant to clause (iv)(B) of this subsection 2.2(b) one or more of the offers made by any Bid Loan Bank or Bid Loan Banks pursuant to a Bid Loan Request, the Administrative Agent shall promptly notify by telephone each Bid Loan Bank which has made such an offer of the aggregate amount of such Bid Loans to be made on such Borrowing Date for each Interest Period and of the acceptance or rejection of any offers to make such Bid Loans made by such Bid Loan Bank.  Each Bid Loan Bank which is to make a Bid Loan pursuant to a Bid Loan Request shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Bid Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 10.2 the amount of Bid Loans to be made by such Bid Loan Bank, in immediately available funds.  The Administrative Agent will make such funds available to such Borrower as soon as practicable on such date at the Administrative Agent’s aforesaid address.

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(B) If such Borrower and any Bank agree to the terms of a Negotiated Rate Loan to be made on a Borrowing Date pursuant to a Negotiated Rate Loan Request, such Borrower and such Bank shall promptly notify by telephone the Administrative Agent of the aggregate amount of Negotiated Rate Loans to be made on such Borrowing Date and the respective Interest Periods therefor.  Each Bank which is to make a Negotiated Rate Loan shall, at such time, on such Borrowing Date and at such location as shall be mutually agreed upon between such Borrower and such Bank, make available to such Borrower the amount of Negotiated Rate Loans to be made by such Bank, in immediately available funds.

(C) As soon as practicable after each Borrowing Date for Bid Loans and Negotiated Rate Loans, the Administrative Agent shall notify each Bank of the aggregate amount of Bid Loans or Negotiated Rate Loans advanced pursuant to a Bid Loan Request or Negotiated Rate Loan Request on such Borrowing Date and the respective Interest Periods therefor.

(c) Within the limits and on the conditions set forth in this subsection 2.2, the Company and the Capital Corporation may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2.

(d) The Company or the Capital Corporation, as applicable, shall repay to the Administrative Agent for the account of each Bid Loan Bank (or the Loan Assignee in respect thereof, as the case may be) which has made a Bid Loan to such Borrower on the last day of the Interest Period for each Bid Loan (such Interest Period being that specified by such Borrower for repayment of such Bid Loan in the related Bid Loan Request) the then unpaid principal amount of such Bid Loan.  Each Borrower shall repay to each Bank which has made a Negotiated Rate Loan to such Borrower (or the Loan Assignee in respect thereof, as the case may be) the principal thereof as agreed by such Borrower and such Bank.  Notwithstanding anything herein to the contrary, each Borrower’s obligation to repay its Bid Loans and Negotiated Rate Loans is a several obligation.

(e) Each Borrower shall pay interest on the unpaid principal amount of each Bid Loan and each Negotiated Rate Loan borrowed by such Borrower from the applicable Borrowing Date to the stated maturity date thereof, in the case of a Bid Loan, at the rate of interest determined pursuant to paragraph (b) of this subsection 2.2, and, in the case of a Negotiated Rate Loan, as agreed by such Borrower and the relevant Bank (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates (i) specified by such Borrower for such Bid Loan in the related Bid Loan Request and (ii) mutually agreed upon between such Borrower and such Bank in the case of Negotiated Rate Loans, provided that as to any Bid Loan in respect of which the stated maturity date is more than three months after such Borrowing Date, interest shall also be paid on the day which occurs three months after such Borrowing Date.  If all or a portion of the principal amount of any Bid Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Bank under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 1% above the rate which would otherwise be applicable to such Bid Loan until the scheduled maturity date with respect thereto and for each day thereafter at a rate per annum which is 1% above the ABR until paid in full (as well after as before judgment).  If all or any portion of the principal amount of any Negotiated Rate Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Bank under this Agreement, bear interest from the date on which such payment was due at a rate per annum as shall be mutually agreed upon between the relevant Borrower and the relevant Bank.  Notwithstanding anything herein to the contrary, each Borrower’s obligation to pay the interest accrued on its Bid Loans and Negotiated Rate Loans is a several obligation.

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(f) After the first Bid Loan Request has been given hereunder, no Bid Loan Request or Negotiated Rate Loan Request shall be given until at least one Business Day, in the case of an Absolute Rate Bid Loan Request, or one Working Day, in the case of an Index Rate Bid Loan Request, after the earliest to occur of (i) the Borrowing Dates with respect to all prior Bid Loan Requests made pursuant to subsection 2.2(b)(i), (ii) the date on which all Bid Loan Banks have failed to submit Bid Loan Offers with respect to any Bid Loan Requests within the time specified in subsection 2.2(b)(ii) or (iii), as the case may be, and (iii) the date on which the relevant Borrower has cancelled all prior Bid Loan Requests pursuant to subsection 2.2(b)(iv).

2.3 Loan Accounts.  Each Bank, with respect to its Committed Rate Loans, Bid Loans and Negotiated Rate Loans, and the Administrative Agent, with respect to all Committed Rate Loans, Negotiated Rate Loans and Bid Loans, shall open and maintain in the name of each Borrower loan accounts (as to each Bank, its “Loan Account” applicable to such Borrower) on its books and records setting forth the amounts of principal, interest and other sums paid and payable by such Borrower from time to time hereunder in respect of such Loans, and the obligation of such Borrower to pay or repay, as the case may be, such amounts to such Bank shall be evidenced by such Bank’s Loan Account.  In case of any dispute, action or proceeding relating to any Committed Rate Loan, Bid Loan or Negotiated Rate Loan, the entries in such records shall constitute prima facie evidence of the accuracy of the information set forth therein.  In case of discrepancy between the entries in the Administrative Agent’s books and records and any Bank’s, the entries in the Administrative Agent’s books and records shall constitute prima facie evidence of the accuracy of the information set forth therein.

2.4 Fees.  (a)  The Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for the account of each Bank a commitment fee from and including the Closing Date to but excluding the date on which the Commitment of such Bank terminates hereunder, computed at a per annum rate equal to the Commitment Fee Rate on the average daily amount of the Available Commitment of such Bank in effect during the period for which payment is made, payable quarterly in arrears on the first Business Day of each January, April, July and October of each year and on the Termination Date or such earlier date on which the Commitments shall terminate as provided herein, commencing in July, 2020.  For purposes of calculating the commitment fee, any Bid Loans and Negotiated Rate Loans shall be deemed not to be outstanding.

(b) The Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for its own account all fees set forth in the letter agreement dated February 24, 2020 from JPMorgan Chase Bank, N.A. to the Borrowers.

(c) The Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for its own account all other fees payable to the Administrative Agent as the Borrowers and the Administrative Agent shall mutually agree from time to time.

2.5 Termination or Reduction of Commitments; Cancellation of Capital Corporation or JD Luxembourg as Borrower.  (a)  The Borrowers, acting jointly, shall have the right, upon not less than five Business Days’ notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments, provided that (i) any such reduction shall be accompanied by prepayment of Committed Rate Loans and reduction of the L/C Obligations hereunder, together with accrued interest on the amount so prepaid to the date of such prepayment, to the extent, if any, that the Dollar Equivalent of the aggregate outstanding principal amount of all Loans and L/C Obligations exceeds the amount of the Commitments as then reduced and (ii) any such termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding hereunder in accordance with subsection 2.6 and payment of all Reimbursement Obligations together with accrued fees and interest thereon, and cash collateralization of outstanding Letters of Credit in an amount equal to the

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aggregate then undrawn and unexpired amount thereof (or the provision of other credit support acceptable to the applicable Issuing Banks), and any termination of a Bank’s Commitment pursuant to subsection 2.13, 2.16 or 2.17 shall, with respect to each affected Loan, on the last day of the applicable Interest Period therefor or, if earlier, on such earlier date as shall be notified by the Borrowers, be accompanied by prepayment in full of such Loan, together with, in each case, accrued interest thereon to the date of such prepayment, the payment of any Reimbursement Obligation owed to such Bank or unpaid commitment fee then accrued hereunder, the payment of any Letter of Credit interest and fees then accrued hereunder, and the payment of any amounts then payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17.  Upon receipt of such notice from the Borrowers the Administrative Agent shall promptly notify each Bank thereof.  Any reduction of the Commitments pursuant to this subsection 2.5 shall be in an amount not less than $25,000,000, and shall be an amount which is a whole multiple of $5,000,000, and shall reduce permanently the amount of the Commitments then in effect.

(b) The Company may cancel the ability of the Capital Corporation to borrow hereunder upon not less than five Business Days’ notice to the Administrative Agent.  Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Bank thereof.  On the first day following receipt of such notice, on which all Loans to the Capital Corporation and all interest thereon shall have been paid in full and all Reimbursement Obligations arising in connection with Letters of Credit issued for the account of the Capital Corporation, together with the accrued interest and fees thereon, shall have been paid in full and all outstanding Letters of Credit issued for the account of the Capital Corporation shall have been cash collateralized in an amount equal to the aggregate then undrawn and unexpired amount thereof (or otherwise credit supported in a manner acceptable to the applicable Issuing Banks), and notwithstanding any other provision of this Agreement, (i) the Capital Corporation shall cease to be a party hereto or to have any right or obligation hereunder, (ii) rights and obligations expressed herein to be, in effect, of the Company, the Capital Corporation or JD Luxembourg, each of them or of any of them together with the Capital Corporation, but not any such rights and obligations expressed herein to be of the Capital Corporation only, shall be deemed to be rights and obligations of the Company only and (iii) the Banks shall cease to have any right or obligation hereunder which depends or is contingent upon any action, condition or performance, or the absence thereof, whether past or present, of the Capital Corporation other than any action, condition or performance, or the absence thereof, of the Capital Corporation in its capacity as a Subsidiary, Significant Subsidiary or Restricted Subsidiary hereunder; provided,  however, that the obligation of the Capital Corporation to make any payment pursuant to subsection 2.13, 2.14, 2.15 or 2.17 which arises prior to the cancellation of the ability of the Capital Corporation to borrow hereunder shall survive the cancellation of the ability of the Capital Corporation to borrow hereunder; provided further that any cancellation of the ability of the Capital Corporation to borrow hereunder shall be accompanied by the cancellation of the ability of JD Luxembourg to borrow hereunder pursuant to clause (c) below.

(c) The Company may cancel the ability of JD Luxembourg to borrow hereunder upon not less than five Business Days’ notice to the Administrative Agent.  Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Bank thereof.  On the first day following receipt of such notice, on which all Loans to JD Luxembourg and all interest thereon shall have been paid in full, and notwithstanding any other provision of this Agreement, (i) JD Luxembourg shall cease to be a party hereto or to have any right or obligation hereunder, (ii) rights and obligations expressed herein to be, in effect, of each of the Company, the Capital Corporation or JD Luxembourg, each of them or any of them together with JD Luxembourg, but not any such rights and obligations expressed herein to be of JD Luxembourg only, shall be deemed to be rights and obligations of the Company and the Capital Corporation, as applicable, only and (iii) the Banks shall cease to have any right or obligation hereunder which depends or is contingent upon any action, condition or performance, or the absence thereof, whether past or present, of JD Luxembourg other than any action, condition or performance, or the absence thereof, of JD Luxembourg in its capacity as a Subsidiary, Significant

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Subsidiary or Restricted Subsidiary hereunder; provided,  however, that the obligation of JD Luxembourg to make any payment pursuant to subsection 2.13, 2.14, 2.15 or 2.17 which arises prior to the cancellation of the ability of JD Luxembourg to borrow hereunder shall survive the cancellation of the ability of JD Luxembourg to borrow hereunder.

2.6 Prepayments.  (a)  Each Borrower may at any time and from time to time prepay its Committed Rate Loans in whole or in part, without premium or penalty, but subject to the provisions of subsection 2.14, upon at least three Working Days’ irrevocable notice (by 11:00 A.M. Local Time), in the case of Eurocurrency Loans, or same day irrevocable notice in the case of ABR Loans, in each case to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of its Eurocurrency Loans, ABR Loans, or a combination thereof, and if of a combination thereof, the amount of prepayment allocable to each.  Upon receipt of such notice the Administrative Agent shall promptly notify each Bank thereof.  If such notice is given, the Borrower delivering such notice shall make such prepayment, and the payment of the amount specified in such notice shall be due and payable, on the date specified therein, together with accrued interest to such date on the amount prepaid and any amounts payable pursuant to subsections 2.14 and 2.15.  Except as provided in the immediately following sentence, partial prepayments shall be in an aggregate principal amount of $5,000,000, or a whole multiple thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans); provided, however, that after giving effect thereto, the aggregate principal amount of all Committed Rate Loans made on the same Borrowing Date shall not be less than $25,000,000 (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans).  Anything contained in this subsection 2.6 to the contrary notwithstanding, partial prepayments of a Cancelled Bank’s Loans in connection with the termination under subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b), or upon a Defaulting Bank becoming a Cancelled Bank, of such Cancelled Bank’s Commitment (in whole or in part) shall be in an amount equal to the principal amount of the Loans of such Bank being prepaid, notwithstanding the amount thereof, and shall be permitted notwithstanding the provisions of the foregoing proviso.  The Company and the Capital Corporation may prepay Negotiated Rate Loans or Bid Loans on such terms as shall be mutually agreed upon between the relevant Borrower and the relevant Bank.

(b) If, on any Calculation Date, the Total Extensions of Credit outstanding on such date exceed the Total Commitments, on such date, the Borrowers shall, without notice or demand, within five Business Days (i) repay Loans and reduce L/C Obligations in an aggregate principal amount such that, after giving effect thereto, the Total Extensions of Credit shall be equal to or less than the Total Commitments and (ii) pay interest and fees accrued to the date of such payment, prepayment or reduction on the principal so prepaid or reduced and any amounts payable under subsection 2.14 in connection therewith.

2.7 Minimum Amount of Certain Loans.  All borrowings, conversions, continuations, payments and, except as set forth in the penultimate sentence of subsection 2.6, prepayments in respect of Committed Rate Loans shall be in such amounts and be made pursuant to such elections that, after giving effect thereto, (a) the aggregate principal amount of Committed Rate Loans made on any Borrowing Date shall not be less than $25,000,000 or a whole multiple of $5,000,000 in excess thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans) and (b) the aggregate principal amount of Committed Rate Loans of any Type with the same Interest Period shall not be less than $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans).

2.8 Committed Rate Loan Interest Rate and Payment Dates.  (a)  The Eurocurrency Loans shall bear interest for the period from the date thereof until the stated maturity thereof on the

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unpaid principal amount thereof at a rate per annum equal to the Eurocurrency Rate determined for the Interest Period therefor plus the Applicable Margin.

(b) The ABR Loans shall bear interest for each day during the period from the date thereof until the payment in full thereof on the unpaid principal amount thereof at a fluctuating rate per annum equal to the ABR for such day plus the Applicable Margin.

(c) If all or a portion of the principal amount of any of the Committed Rate Loans or Reimbursement Obligations shall not be paid when due (whether at the stated maturity, by acceleration or otherwise) such overdue principal amount of such Committed Rate Loan and Reimbursement Obligations (i) shall bear interest at a rate per annum which is 1% above the rate which would otherwise be applicable pursuant to subsection 2.8(a) or (b) as the case may be, from the date when such principal amount is due until the date on which such amount is paid in full and (ii) shall, if such Committed Rate Loan is a Eurocurrency Loan denominated in Dollars, be converted to an ABR Loan at the end of the Interest Period applicable thereto.

(d) Interest shall be payable in arrears on each Interest Payment Date.

2.9 Conversion and Continuation Options.  (a)  The relevant Borrower may elect from time to time to convert Committed Rate Loans denominated in Dollars of one Type into Committed Rate Loans denominated in Dollars of another Type by giving to the Administrative Agent irrevocable notice of such conversion by the earliest time that they would have been required to give notice under subsection 2.1(c) if they had been borrowing Committed Rate Loans of each such Type on the conversion date specified in such notice, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto.  Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor.  Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof.  All or any part of outstanding Eurocurrency Loans and ABR Loans denominated in Dollars may be converted as provided herein, provided that no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to (i) in the case of a Loan made by an Objecting Bank, such Objecting Bank’s Commitment Expiration Date, and (ii) in the case of all Loans, the Termination Date.

(b) Any Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving notice to the Administrative Agent or the Foreign Currency Agent, as the case may be, such notice to be given by the time it would have been required to give notice under subsection 2.1(c) if it had been borrowing Eurocurrency Loans on the last day of the then expiring Interest Period therefor, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan denominated in Dollars may be continued as such after the date that is one month prior to (i) in the case of a Loan made by an Objecting Bank, such Objecting Bank’s Commitment Expiration Date, and (ii) in the case of all Loans, the Termination Date.  Upon receipt of any such notice, the Administrative Agent or the Foreign Currency Agent, as the case may be, shall promptly notify each Bank thereof.

2.10 Computation of Interest and Fees.  (a)  Commitment fees and interest in respect of ABR Loans based upon clause (a) of the definition of ABR shall be calculated on the basis of a 365- (or 366- as the case may be) day year for the actual days elapsed (including the first day and excluding the last day).  Interest in respect of Eurocurrency Loans, Bid Loans and ABR Loans based upon clause (b) or (c) of the definition of ABR and Letter of Credit Fees shall be calculated on the basis of a 360-day year for the actual days elapsed (including the first day and excluding the last day), provided, that interest in respect of Foreign Currency Loans denominated in Pounds Sterling, Australian Dollars, Canadian Dollars or New Zealand Dollars shall be calculated on the basis of a 365- (or 366- as the case may be) day year

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for actual days elapsed. The Administrative Agent shall promptly notify the Borrowers and the Banks of each determination of a Eurocurrency Rate.  Any change in the interest rate on a Committed Rate Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change in the ABR shall become effective.  The Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly notify the Borrowers and the Banks of the effective date and the amount of each such change.

(b) Each determination of an interest rate by the Administrative Agent or the Foreign Currency Agent, as applicable, pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Banks in the absence of manifest error.

2.11 Inability to Determine Interest Rate.  (a)  In the event that the Administrative Agent or the Foreign Currency Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon the Borrowers) that (i) subject to clause (c) below, by reason of circumstances affecting the interbank market for the applicable Currency generally, adequate and reasonable means do not exist for ascertaining the Screen Rate for such Currency for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurocurrency Loans or (ii) that deposits in the applicable Currency are not generally available, or cannot be obtained by the Banks, in the applicable market (any Foreign Currency affected by the circumstances described in clause (i) or (ii) is referred to as an “Affected Foreign Currency”), the Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period for such Eurocurrency Loans.  If such notice is given, such Borrower may (A) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans denominated in Dollars be made as, continued as or converted into, as the case may be, ABR Loans, (B) request that any outstanding Foreign Currency Loans in an Affected Foreign Currency be converted, on the last day of the then-current Interest Period, to Dollar Loans at the applicable Exchange Rate or (C) in the case of Loans requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent or the Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time) one Business Day prior to the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent or the Foreign Currency Agent, as applicable, does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans or, in the case of Foreign Currency Loans, shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, Dollar Loans which are (1) ABR Loans (in the case of clause (i) above) or (2) Eurocurrency Loans (in the case of clause (ii) above).  Until the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent or the Foreign Currency Agent, as applicable, no further Eurocurrency Loans denominated in Dollars (in the case of clause (i) above) or in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurocurrency Loans.

(b)   In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that by reason of circumstances affecting the interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Screen Rate for any Interest Period with respect to a proposed Bid Loan to be made pursuant to an Index Rate Bid Loan Request; provided that no Benchmark Transition Event shall have occurred at such time, the Administrative Agent shall forthwith give notice of such determination to the relevant Borrower and the Bid Loan Banks at least two Business Days prior to the proposed Borrowing Date, and such Bid

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Loans shall not be made on such Borrowing Date.  Until any such notice has been withdrawn by the Administrative Agent, no further Index Rate Bid Loan Requests shall be submitted by any Borrower.

(c)  Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, with respect to any Currency, the Administrative Agent and the Borrowers may amend this Agreement to replace the LIBOR Screen Rate for Loans denominated in such Currency with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Banks and the Borrowers, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Banks comprising the Majority Banks; provided that, with respect to any such proposed amendment containing any SOFR-Based Rate, the Banks shall be entitled to object only to the Benchmark Replacement Adjustment contained therein.  Any such amendment with respect to an Early Opt-in Election will become effective on the date that Banks comprising the Majority Banks have delivered to the Administrative Agent written notice that such Majority Banks accept such amendment. No replacement of the LIBOR Screen Rate for Loans denominated in any applicable Currency with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date in respect of such Currency.

(e)  In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Borrowers, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(f)  The Administrative Agent will promptly notify the Borrowers and the Banks of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period.  Any determination, decision or election that may be made by the Administrative Agent, the Borrowers or Banks pursuant to this subsection 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this subsection 2.11.

(g)  Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, no further Eurocurrency Loans denominated in the affected Currency shall be made or continued as such (it being understood that in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), the applicable Borrower may (A) request that the affected Loans denominated in Dollars be made as, continued as or converted into, as the case may be, ABR Loans or (B) request that any outstanding Foreign Currency Loans in an affected currency be converted, on the last day of the then-current Interest Period, to Dollar Loans at the applicable Exchange Rate), nor (if the LIBOR Screen Rate for Dollars is affected) shall any Borrower have the right to convert ABR Loans to Eurocurrency Loans.

2.12 Pro Rata Treatment and Payments.  (a)  All payments (including prepayments) to be made by the Borrowers on account of principal, Reimbursement Obligations, interest and fees shall be made without defense, set-off or counterclaim and shall be made, in the case of fees and principal of, and interest on, Loans (other than Negotiated Rate Loans) and Reimbursement Obligations at the

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Administrative Agent’s office specified in subsection 10.2, in each case in the relevant Currency in which the Loan was made (and in dollars in the case of Reimbursement Obligations) and in immediately available funds not later than 11:00 A.M. (Local Time) on the date due.  The Administrative Agent shall distribute such payments to the Banks entitled thereto on the day of receipt in like funds as received, provided that the Administrative Agent shall have received such payments not later than 11:00 A.M. (Local Time).  If the Administrative Agent shall distribute such payments to the Banks entitled thereto on a date after the date on which such payments were received prior to 11:00 A.M. (Local Time), the Administrative Agent shall pay to each such Bank on demand an amount equal to the product of (i) the daily average applicable Overnight Rate, times (ii) the amount of such Bank’s share of such payment, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of receipt of payment by the Administrative Agent to but excluding the date on which such Bank’s share of such payment shall have become immediately available to such Bank and the denominator of which is 360.  All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees relating to Negotiated Rate Loans shall be made to the Bank with respect thereto on such terms, at such address and at such time as shall be mutually agreed upon between the relevant Borrower and the relevant Bank in lawful money of the United States of America on the date due.

(b) (i)  Each borrowing by a Borrower of Committed Rate Loans and each payment of principal in respect of Committed Rate Loans (subject to the provisions of subsection 2.20(e)) shall be made in accordance with the following requirements:

(A) All borrowings of Committed Rate Loans and all principal payments in respect of such Loans, shall be made pro rata according to the respective Commitments of the Banks.

(B) As provided in clause (b)(ii) below, if any principal payment is made in respect of any Loans (other than Negotiated Rate Loans) on any day on which principal amounts are due and owing in respect of any Loans (other than Negotiated Rate Loans), such principal payment shall be applied to the Banks pro rata according to the respective amounts of principal due and owing to the Banks under this Agreement.

(ii) Except as provided in subsections 2.13, 2.16 and 2.17, each reduction of the Commitments shall be made pro rata among the Banks according to their respective Commitment Percentages.  Each payment by the Borrowers under this Agreement or of any Loan (other than Negotiated Rate Loans) shall be applied, first, to any fees then due and owing pursuant to subsections 2.4 and 2.26, second, to interest then due and owing in respect of the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations and third, to principal then due and owing hereunder (other than principal due and owing under Negotiated Rate Loans) under the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations.  Each payment made by the Company or the Capital Corporation under this Agreement relating to a Negotiated Rate Loan to the Bank with respect thereto shall be applied, first, to interest then due and owing in respect of such Negotiated Rate Loan and second, to principal then due and owing hereunder with respect to such Negotiated Rate Loan and under such Negotiated Rate Loan.  Each payment (other than voluntary prepayments made when no principal payments are due and owing hereunder) by a Borrower on account of principal of and interest on the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations shall be made for the account of each Bank pro rata according to the respective amounts of principal, Reimbursement Obligations and interest due and owing to such Bank under this

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Agreement.  Subject to the requirements of clause (i) of this paragraph (b), each payment by a Borrower on account of principal of the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations shall be applied, first, to such of its Committed Rate Loan borrowings and Reimbursement Obligations as such Borrower may designate and, second, after all Committed Rate Loans and Reimbursement Obligations shall have been paid in full, to all of its Absolute Rate Bid Loans or Index Rate Bid Loans made on the same Borrowing Date with the same Interest Period as such Borrower may designate, pro rata according to the respective amounts outstanding; provided,  however, that prepayments made pursuant to subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) shall be applied in accordance with such subsection.

(c) If any payment hereunder (other than payments on the Eurocurrency Loans and Index Rate Bid Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurocurrency Loan or Index Rate Bid Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.  With respect to any extension of the payment of principal pursuant to this subsection 2.12(c), interest thereon shall be payable at the then applicable rate during such extension.

(d) Unless the Administrative Agent shall have been notified in writing by any Bank prior to the date of the Committed Rate Loan, Committed Rate Loans, Bid Loan or Bid Loans to be made by such Bank (which notice shall be effective upon receipt) that such Bank will not make its pro rata share of the amount of the requested borrowing on such date available to the Administrative Agent, the Administrative Agent may assume that such Bank has made such amount available to it on such date and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount.  If a Bank shall make such amount available to the Administrative Agent on a date after such Borrowing Date, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average applicable Overnight Rate, times (ii) the amount of such Bank’s pro rata share of such borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to but excluding the date on which such Bank’s pro rata share of such borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360.  A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this subsection 2.12(d) shall be conclusive, absent manifest error.  If such Bank’s pro rata share is not in fact made available to the Administrative Agent by such Bank within three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover such amount, on demand, from the relevant Borrower with interest thereon at the rate equal to the product of (i) during the period from and including such Borrowing Date to the Business Day next following the date of such demand, the daily average applicable Overnight Rate, times a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to but excluding the Business Day next following the date of such demand and the denominator of which is 360 and (ii) thereafter, the interest rate or rates applicable to the Loan or Loans funded by the Administrative Agent on behalf of such Bank on such Borrowing Date, times a fraction, the numerator of which is the number of days which elapse from and including the Business Day next following the date of such demand to but excluding the date such amount is recovered by the Administrative Agent from such Borrower and the denominator of which is 360.  In the event any Bank’s pro rata share of a borrowing is not made available to the Administrative Agent in accordance with this paragraph within three Business Days of the applicable Borrowing Date (i) such Bank shall, during the period from such Borrowing Date to the date such Bank makes its pro rata share of the applicable borrowing available, not accrue and shall not be entitled to receive any commitment fee under subsection 2.4 and (ii) each Borrower may exercise

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or pursue any other rights, remedies, powers and privileges against such Bank as are provided by law or by contract.

2.13 Requirements of Law.  (a)  If any Bank shall determine that by reason of (i) the introduction after the date hereof of any applicable law, regulation or guideline or any change after the date hereof in any applicable law, regulation or guideline (including the phasing-in of a provision of any applicable law, regulation or guideline) or in the interpretation thereof by any governmental or other regulatory authority charged with the administration thereof or any court of competent jurisdiction and/or (ii) compliance by such Bank with any requirement adopted after the date hereof or directive adopted after the date hereof from any central bank or other fiscal, monetary or other regulatory authority (whether or not having the force of law), there shall be any increase in the cost of such Bank of maintaining or giving effect to its obligations with respect to Committed Rate Loans or Letters of Credit under this Agreement or maintaining its Commitment with respect to Committed Rate Loans or Letters of Credit or making or maintaining any Eurocurrency Loans or any reduction in any amount receivable by such Bank in respect of Eurocurrency Loans under this Agreement, notwithstanding the reasonable efforts (such reasonable efforts not to result in the incurrence of additional costs or expenses) of such Bank to mitigate such increase or reduction (excluding for purposes of this subsection 2.13 any such increased costs resulting from (x) Indemnified Taxes (as to which subsection 2.17 shall govern), (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its applicable lending office or any political subdivision thereof and (z) FATCA), then the relevant Borrower shall from time to time on receipt (whenever occurring) of a certificate from such Bank (which shall be executed by an officer thereof and a copy of which shall be delivered to the Administrative Agent) pay to such Bank such amounts as are stated therein to be required to indemnify such Bank against such increased costs or reduction; provided, however, that if such Borrower becomes obligated to pay any Bank any additional amount pursuant to this subsection 2.13(a), such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable to such Bank pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amount payable to such Bank hereunder and/or, upon giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit); provided, further, that such Borrower shall not be obligated to pay any Bank any additional amount pursuant to this subsection 2.13(a) (A) which constitutes a present or future income, stamp or other tax, levy, impost, duty, charge, fee, deduction or withholding referred to in subsection 2.17(a) or (B) as a result of any law, rule, guideline, regulation, request or directive regarding capital adequacy or liquidity referred to in subsection 2.13(b).  A certificate of such Bank as to the amount of such increased costs or reduction shall set forth in reasonable detail the computation of such increased costs or reduction, and shall be binding and conclusive in the absence of manifest error.  A Bank which demands indemnification hereunder as a result of an increased cost or reduction referred to herein shall deliver the certificate referred to above to the relevant Borrower demanding indemnification no later than the later of (y) the thirtieth day immediately following each payment or realization by such Bank of such increased cost or reduction (and such certificate shall certify that the amounts set forth therein were paid or realized within such thirty-day period) and (z) the thirtieth day immediately following such Bank’s knowledge of the incurrence or realization by such Bank of such increased cost or reduction (and such certificate shall so certify).

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(b) In the event that any Bank shall have determined that the adoption after the date hereof of any law, rule, guideline or regulation regarding capital adequacy or liquidity, or any change after the date hereof in any existing or future law, rule, guideline or regulation regarding capital adequacy or liquidity (excluding, however, the phasing-in of any existing law, rule, regulation or guideline regarding capital adequacy or liquidity) or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive made or adopted after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does or shall have the effect of reducing the rate of return on such Bank’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Bank to be material, then from time to time, within 30 days after receipt (whenever occurring) of a certificate from such Bank (which shall be executed by an officer thereof and a copy of which shall be delivered to the Administrative Agent), the Company and the Capital Corporation jointly and severally agree to pay to such Bank such additional amounts as are stated therein to be required to compensate it for such reduction; provided,  however, that if such Borrower becomes obligated to pay any Bank any additional amount pursuant to this subsection 2.13(b), such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amounts payable to it hereunder and/or, upon giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit) (but only if after giving effect to such cancellation and prepayment the Total Extensions of Credit do not exceed the Total Commitments).  A certificate of such Bank as to the amount of such reduction shall set forth in reasonable detail the computation of such reduction, and shall be binding and conclusive in the absence of manifest error.  A Bank which demands indemnification hereunder as a result of a reduction referred to herein shall deliver the certificate referred to above to the relevant Borrower demanding indemnification no later than the later of (i) the thirtieth day immediately following each realization by such Bank of such reduction (and such certificate shall certify that the amounts set forth therein were realized within such thirty-day period) and (ii) the thirtieth day immediately following such Bank’s knowledge of the realization by such Bank of such reduction (and such certificate shall so certify).

(c) Each Borrower shall pay to each Bank that delivers a certificate to such Borrower in accordance with this subsection (c) such amounts as shall be necessary to reimburse such Bank for the costs (determined in accordance with the immediately following sentence), if any, incurred by such Bank, as a result of the application to such Bank during any period on which there are outstanding Eurocurrency Loans advanced by such Bank to such Borrower of basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of such Board) maintained by a member bank of such System (any such reserves dealing with reserve requirements prescribed for eurocurrency funding being referred to as “Reserves”), such amount to be set forth in a certificate of such Bank delivered to the relevant Borrower; provided,  however, that if a Bank gives to a Borrower the written notice contemplated by the proviso set forth in the second following sentence, such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and

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such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amounts payable to it hereunder and/or upon giving not less than three Working Days’ notice to such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit).  Amounts certified by a Bank hereunder for any period shall represent such Bank’s calculation or, if an accurate calculation is impracticable, reasonable estimate (using such reasonable means of allocation as such Bank shall determine) of the actual costs, if any, theretofore incurred by such Bank as a result of the application of Reserves to Eurocurrency liabilities (as referred to in Regulation D referred to above) of such Bank in an amount equal to such Bank’s Eurocurrency Loans during such period and in any event shall not exceed the amount obtainable utilizing the maximum Reserves prescribed by the Board or other Governmental Authority having jurisdiction with respect thereto for such period.  Such payment shall be made within fifteen days after receipt by the relevant Borrower of a certificate, signed by an officer of the Bank delivering such certificate, which certificate shall be binding and conclusive in the absence of demonstrable error, specifying the period (prior to the date of such certificate) during which the cost set forth therein was incurred by such Bank and stating (i) that such amount represents the actual cost, or, if an accurate calculation of such cost is impracticable stating that such amount represents such Bank’s reasonable estimate of the actual cost, incurred by such Bank during such period as a result of the application of Reserves to Eurocurrency liabilities of such Bank in an amount equal to such Bank’s Eurocurrency Loans during such period and specified in such certificate and (ii) that the amount set forth therein does not in any event exceed the amount obtainable utilizing the maximum Reserves prescribed for such period by the Board or such other Governmental Authority having jurisdiction with respect thereto; provided that the obligation of the Borrowers to pay any amounts pursuant to this subsection 2.13(c) shall apply only in the case of those Banks that give to the relevant Borrower and the Administrative Agent, no later than 3:00 P.M. (Local Time) on the day that is two Working Days prior to the applicable Borrowing Date therefor, a written notice stating that such Bank intends to demand reimbursement pursuant hereto.  A Bank which demands reimbursement of Reserve costs hereunder on account of a Eurocurrency Loan made by such Bank shall deliver the certificate referred to in the preceding sentence to the relevant Borrower setting forth the items specified in clauses (i) and (ii) of the preceding sentence no later than the thirtieth day immediately following the last day of the Interest Period applicable to such Eurocurrency Loan.

(d) If any Governmental Authority of the jurisdiction of any Foreign Currency (or any other jurisdiction in which the funding operations of any Bank shall be conducted with respect to such Foreign Currency) shall put into effect after the date hereof any reserve, liquid asset or similar requirement with respect to any category of deposits or liabilities customarily used to fund loans in such Foreign Currency (excluding any Reserves), or by reference to which interest rates applicable to loans in such Foreign Currency are determined, and the result of such requirement shall be to increase the cost to such Bank of making or maintaining any Foreign Currency Loan in such Foreign Currency, and such Bank shall deliver to the Borrowers a notice requesting compensation under this paragraph, then the Borrower will pay to such Bank on each Interest Payment Date with respect to each affected Foreign Currency Loan an amount that will compensate such Bank for such additional cost; provided, that the Borrowers shall not be required to compensate a Bank pursuant to this paragraph for any amounts incurred more than three months prior to the date that such Banks notifies the Borrowers of such Bank’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect.  Notwithstanding the foregoing, if a Bank gives to a Borrower the written

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notice contemplated by the proviso set forth in the following sentence, such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amounts payable to it hereunder and/or upon giving not less than three Working Days’ notice to such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit).  Such payment shall be made within fifteen days after receipt by the relevant Borrower of a certificate, signed by an officer of the Bank delivering such certificate, which certificate shall be binding and conclusive in the absence of demonstrable error, specifying the period (prior to the date of such certificate) during which the cost set forth therein was incurred by such Bank and stating (i) that such amount represents the actual cost, or, if an accurate calculation of such cost is impracticable stating that such amount represents such Bank’s reasonable estimate of the actual cost, incurred by such Bank during such period as a result of the application of such reserve, liquid asset or similar requirements in an amount equal to such Bank’s Foreign Currency Loans during such period and specified in such certificate and (ii) that the amount set forth therein does not in any event exceed the amount obtainable utilizing such reserves prescribed for such period by such Governmental Authority having jurisdiction with respect thereto; provided that the obligation of the Borrowers to pay any amounts pursuant to this subsection 2.13(d) shall apply only in the case of those Banks that give to the relevant Borrower and the Administrative Agent, no later than 3:00 P.M. (Local Time) on the day that is two Working Days prior to the applicable Borrowing Date therefor, a written notice stating that such Bank intends to demand reimbursement pursuant hereto.  A Bank which demands reimbursement of reserve costs hereunder on account of a Foreign Currency Loan made by such Bank shall deliver the certificate referred to in the preceding sentence to the relevant Borrower setting forth the items specified in clauses (i) and (ii) of the preceding sentence no later than the thirtieth day immediately following the last day of the Interest Period applicable to such Foreign Currency Loan.

(e) Notwithstanding any other provision of this Agreement, if (A) the adoption of any law, rule or regulation after the date of this Agreement, (B) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (C) compliance by any Bank with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, shall make it unlawful for any such Bank to make or maintain any Foreign Currency Loan or to give effect to its obligations as contemplated hereby with respect to any Foreign Currency Loan, then, by written notice to the Borrowers and to the Administrative Agent:

(i) such Bank or Banks may declare that Foreign Currency Loans (in the affected Currency or Currencies) will not thereafter (for the duration of such unlawfulness) be made by such Bank or Banks hereunder (or be continued for additional Interest Periods), whereupon any request for a Foreign Currency Loan (in the affected Currency or Currencies) or to continue a Foreign Currency Loan (in the affected Currency or Currencies, as the case may be, for an additional Interest Period) shall, as to such Bank or Banks only, be of no force and effect, unless such declaration shall be subsequently withdrawn; and

(ii) such Bank may require that all outstanding Foreign Currency Loans (in the affected Currency or Currencies), made by it be converted to ABR Loans or Eurocurrency Loans denominated in Dollars, as the case may be (unless repaid by the Borrowers), in which event all such Foreign Currency Loans (in the affected Currency or Currencies) shall be converted to ABR

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Loans or Eurocurrency Loans denominated in Dollars, as the case may be, as of the effective date of such notice as provided in paragraph (f) below and at the Exchange Rate on the date of such conversion or, at the option of the Borrower, repaid on the last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective.

In the event any Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the converted Foreign Currency Loans of such Bank shall instead be applied to repay the ABR Loans or Loans denominated in Dollars, as the case may be, made by such Bank resulting from such conversion.

(f) For purposes of subsection 2.13(e), a notice to a Borrower by any Bank shall be effective as to each Foreign Currency Loan made by such Bank, if lawful, on the last day of the Interest Period currently applicable to such Foreign Currency Loan; in all other cases such notice shall be effective on the date of receipt thereof by such Borrower.

(g) The obligations of the parties under this subsection 2.13 shall survive termination of this Agreement and payment of the Loans.

(h) For purposes of this subsection 2.13, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall be deemed to have been introduced and adopted after the date of this Agreement.  Notwithstanding the foregoing, no Bank shall be entitled to seek compensation for costs imposed pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel III if it shall not be the general policy of such Bank at such time to seek compensation from other investment grade borrowers with the same or similar ratings under yield protection provisions in credit agreements with such borrowers that provide for such compensation and the applicable Bank is in fact generally seeking such compensation from such borrowers (and, upon any request by such Bank for payment, certifies to the Borrower to the effect of the foregoing).

2.14 Indemnity.  Each Borrower agrees to indemnify each Bank and to hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of (a) default by such Borrower in payment of the principal amount of or interest on any Loan by such Bank, including, but not limited to, any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its Loans hereunder, (b) default by such Borrower in making a borrowing, conversion or continuance after such Borrower has given a notice in accordance with subsection 2.1, 2.2 or 2.9, (c) default by such Borrower in making any prepayment after such Borrower has given a notice in accordance with subsection 2.5 or 2.6 or (d) the making by such Borrower of a prepayment of a Committed Rate Loan (other than an ABR Loan), a Bid Loan or, to the extent agreed to by the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan, a Negotiated Rate Loan on a day which is not the last day of an Interest Period with respect thereto (with respect to Committed Rate Loans) or the maturity date therefor (with respect to Bid Loans) or any agreed date (with respect to Negotiated Rate Loans), including, but not limited to, any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its Loans hereunder.  This covenant shall survive termination of this Agreement and payment of the outstanding Loans.  A certificate as to any amount payable pursuant to the foregoing shall be submitted by such Bank (and executed by an officer thereof) to the relevant Borrower, setting forth the computation of such amounts in reasonable detail, and shall be conclusive in the absence of manifest error.

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2.15 Non-Receipt of Funds by the Administrative Agent.  With respect to all Loans except Negotiated Rate Loans, unless the Administrative Agent shall have been notified by the relevant Borrower prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that such Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Bank on such payment date an amount equal to the portion of such assumed payment to which such Bank is entitled hereunder, and if such Borrower has not in fact made such payment to the Administrative Agent, such Bank shall, on demand, repay to the Administrative Agent the amount made available to such Bank together with interest thereon in respect of each day during the period commencing on the date such amount was made available to such Bank and ending on (but excluding) the date such Bank repays such amount to the Administrative Agent, at a rate per annum equal to the applicable Overnight Rate.  A certificate of the Administrative Agent submitted to the relevant Bank with respect to any amount owing under this subsection 2.15 shall be conclusive absent manifest error.

2.16 Extension of Termination Date.  (a)  No later than one year prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing at the time such request is submitted, the Borrowers may request an extension of such Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Bank.  If, within 30 days of their receipt of an Extension Request, the Majority Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, the Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this subsection 2.16 shall be for a maximum of one year and (ii) the Commitment of any Bank which does not consent in writing to such extension within 30 days of its receipt of such Extension Request (an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to as the “Commitment Expiration Date” with respect to such Objecting Bank).  If, within 30 days of their receipt of an Extension Request, the Majority Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request, the Termination Date shall not be extended pursuant to such Extension Request.  The Administrative Agent shall promptly notify (y) the Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which becomes an Objecting Bank.  No Bank has an obligation to extend its Commitment pursuant to this subsection 2.16 except in its sole discretion.

(b) Any Objecting Bank the Commitment of which shall expire prior to any extended Termination Date shall, subject to subsection 2.16(c), have its Committed Rate Loans repaid in full by the applicable Borrower(s) on such expiration date, together with accrued interest thereon, and shall have any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amount payable to it hereunder paid on the first date to occur following such expiration date on which the fees referred to in subsection 2.4(a) or 2.26 or other amounts are payable to the non-Objecting Banks or, if such fees or other amounts shall be so payable on such expiration date, such unpaid commitment fee, Letter of Credit Fee and other amount shall be paid on such expiration date.  In addition, the participating interest of any Objecting Bank in any then outstanding undrawn Letters of Credit shall terminate on such expiration date (it being understood that each Objecting Bank shall remain liable to fund its participating interest in respect of any Letters of Credit which are drawn upon by the beneficiary thereof prior to such expiration date) and such participating interest shall be deemed to be reallocated to and among the non-Objecting Banks ratably in accordance with their respective Commitments.

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(c) The Borrowers shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the Objecting Banks in accordance with subsection 2.6, to prepay in full the Committed Rate Loans of the Objecting Banks, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect to Letters of Credit or other amounts payable to it hereunder and/or, upon giving not less than three Working Days’ notice to the Objecting Banks and the Administrative Agent, to cancel the whole or part of the Commitments of the Objecting Banks (and upon such cancellation, such Objecting Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate and such participation shall be deemed to be reallocated to and among the non-Objecting Banks ratably in accordance with their respective Commitments) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Objecting Bank’s participating interest in respect of Letters of Credit) (but only if after giving effect to such cancellation or prepayment the Total Extensions of Credit do not exceed the Total Commitments), provided that during the period from the Closing Date through March 30, 2021 and, commencing March 31, 2021, during each one-year period thereafter to and including the Termination Date (each, a “Deal Year”), the aggregate Commitments of Banks which are terminated pursuant to this subsection 2.16(c) and are not replaced during such Deal Year pursuant to subsection 2.19 shall not exceed 33-1/3% of the aggregate Commitments in effect on the first day of such Deal Year of Banks which were not Objecting Banks on such first day.

2.17 Indemnified Taxes.  (a)  Except as required by applicable law, all payments made under this Agreement shall be made without set-off, counterclaim, restriction or condition and free and clear of, and without reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature whatsoever, now or hereafter imposed, levied, collected, withheld or assessed by any governmental or other regulatory authority charged with the administration thereof with respect to any amount that is paid under this Agreement excluding, in the case of each Bank (for purposes of this subsection 2.17 each reference to a Bank shall be deemed to also be a reference to any Issuing Bank), (i) income and franchise taxes (including, without limitation, branch taxes) imposed by the United States or similar taxes imposed by a political subdivision or taxing authority thereof or therein, (ii) in the case of any Foreign Bank, any taxes imposed by the United States by means of withholding at the source unless such Bank has provided the Borrowers and the Administrative Agent with the documents it is required to provide to them under subsection 2.17(c) or such tax is imposed by reason of a change in United States law (other than FATCA described in clause (vi)) after the date the Bank becomes a party to this Agreement, (iii) taxes that would not have been imposed on such Bank but for the existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by virtue of such Bank having executed, delivered or performed its obligations or received a payment under, or enforced this Agreement), (iv) taxes that are attributable to such Bank’s failure to comply with the requirements of subsection 2.17(c), subsection 2.17(d) or subsection 2.17(f), (v) any taxes imposed upon a Non-Qualifying Bank (as defined in subsection 2.17(e)) pursuant to the Luxembourg laws of 21 June, 2005 implementing the European Union Savings Directive (Council Directive 2003/48/EC) and several agreements concluded with certain dependent or associated territories, providing for the possible application of a withholding tax, as in effect as of the date hereof, other than any taxes which can be avoided pursuant to an exchange of information and for which such information is available to the Borrower, and (vi) any withholding imposed pursuant to FATCA (such non-excluded taxes being called “Indemnified Taxes”).  If any Indemnified Taxes are required to be withheld from any amounts so payable to the Administrative Agent or any Bank hereunder, as determined in good faith by the applicable Withholding Agent, (i) such amounts shall be paid to the relevant Government Authority in accordance with applicable law and (ii) the amounts so payable by the applicable Borrower shall be increased to the extent necessary to yield to such Bank (after payment of all Indemnified Taxes) interest or any such other

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amounts payable hereunder at the rates or in the amounts specified in this Agreement as if such withholding or deduction had not been made.  Whenever any Indemnified Taxes are payable by any Borrower, as the case may be, as promptly as possible thereafter such Borrower, as the case may be, shall send to the Administrative Agent, for its own account, or for the account of the affected Bank, a certified copy of the original official receipt, if any, or other documentary evidence received by such Borrower showing payment thereof.  If (i) such Borrower fails to pay any Indemnified Taxes when due to the appropriate taxing authority, (ii) such Borrower fails to remit to the Administrative Agent the required receipts or other required documentary evidence, or (iii) as a result of a failure listed in (i) directly above, any Indemnified Taxes are imposed directly upon the Administrative Agent or any Bank, such Borrower shall indemnify the Administrative Agent or such Bank, as the case may be, for any Indemnified Taxes and interest or penalties with respect thereto that may become payable by the Administrative Agent or such Banks, as the case may be, as a result of any such failure, in the case of (i) or (ii), or any such direct imposition, in the case of (iii).

(b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect to Letters of Credit or other amounts payable to it hereunder and/or on giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit) (but only if after giving effect to such cancellation or prepayment the Total Extensions of Credit do not exceed the Total Commitments).

(c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees (it being understood that the requirements of this sentence may be waived by the Administrative Agent and the Borrowers acting together and in their sole discretion) that it will deliver to each Borrower and the Administrative Agent either (A) in the case of a Domestic Bank, two duly completed copies of United States Internal Revenue Service (“IRS”) Form W-9 (or any successor form), (B) in the case of a Foreign Bank, two duly completed copies of IRS Form W-8BEN-E (including, as applicable, a letter in duplicate in substantially the form of Exhibit J), Form W-8ECI (including, as applicable, a letter in duplicate in substantially the form as Exhibit K) or Form W-8IMY, as the case may be, (or any applicable successor forms) together with any applicable underlying IRS forms certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or withholding of any United States Federal income taxes or (C) in the case of a Bank claiming exception under Sections 871(h) or 881(c) of the Code, a Certificate of Non-Bank Status (in substantially the form as the applicable Exhibit P) together with two original copies of Internal Revenue Service Form W‑8BEN or W-8BEN-E, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax; and, in addition to the forms documents and certifications described in clauses (A), (B) and (C), any other form prescribed by applicable requirements of United States Federal income tax law as a basis for claiming a complete exemption from United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirement of Law to permit the relevant Borrower and the Administrative Agent to determine the withholding or deduction required to be made.  Each Bank (including, without limitation, each Transferee) agrees (for the benefit of the Administrative Agent and the Borrowers (it being understood that the requirements of this sentence may be waived by the Administrative Agent and the Borrowers acting together and in their sole discretion)), to

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provide the Administrative Agent and the Borrowers a new letter or a new Certificate of Non-Bank Status, if applicable, and Form W‑8BEN or W-8BEN-E, Form W‑8ECI or Form W-8IMY, or successor applicable form or other manner of certification, (x) in the case of a Transferee, on or before the date it becomes party to this Agreement, (y) on or before the date that any such letter, form or document expires or becomes obsolete or promptly after the occurrence of any event requiring a change in the most recent letter, form or document previously delivered by it, certifying in the case of a Form W‑8BEN, W-8BEN-E, W‑8ECI or W-8IMY that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W‑8BEN or W-8BEN-E establishing exemption from United States backup withholding tax, and (z) promptly after the date the relevant Borrower or the Administrative Agent reasonably requests any form of document referred to in this subsection 2.17(c); provided,  however, that if a Bank is unable to provide a letter, form, certificate, successor or other document described in this sentence by reason of a change in the applicable law occurring after the date on which such letter, form, certificate, successor or other document originally was required to be provided by such Bank, then such Bank shall be required to comply with this sentence to the extent permitted under such applicable law, and the letter, form, certificate, successor or other document provided in accordance with this proviso (if any) shall certify that such Bank is entitled to receive payments under this Agreement at the lowest rate of deduction, withholding or backup withholding to which it is entitled under such applicable law.  The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank, N.A.

(d) A Bank that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Bank is legally entitled to complete, execute and deliver such documentation and in such Bank’s judgment such completion, execution or submission would not materially prejudice the legal or commercial position of such Bank.

(e) Each Bank (including, without limitation, each Transferee) shall represent that (i) it is neither an individual resident in a Member State of the European Union or in certain of the territories dependent on or associated with certain Member States (i.e., Aruba, the British Virgin Islands, Curaçao, Guernsey, the Isle of Man, Jersey, Montserrat and Sint Maarten), nor a person charged with collecting the payments derived from the Loans on behalf of such an individual and (ii) it is not an entity established in a Member State of the European Union or in one of the aforementioned territories dependent on or associated with certain Member States or, when it is such an entity, that (A) it is an entity with legal personality under the laws of the jurisdiction of its incorporation, organization or formation other than a Finnish Avoin Yhtiö or a Finnish Kommandiittiyhtiö or a Swedish Handelsbolag or a Swedish Kommanditbolag, (B) it is an entity which profits are taxed under the general rules for the taxation of enterprises applicable in the jurisdiction in which it is a resident or deemed to be a resident, (C) it is a UCITS (undertaking for collective investment in transferable securities) authorized under the EC Directive 85/611/EEC or (D) none of its members are individuals resident in a Member State of the European Union or the abovementioned territories dependent on or associated with certain Member States; provided,  however, that any Bank that is or becomes unable to make such representation shall promptly deliver notice of such inability to the Borrower and the Administrative Agent (such Bank a “Non-Qualifying Bank”).

(f) If a payment made to a Bank under this Agreement would be subject to United States federal withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including, without limitation, those contained in Section 1471(b) or

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1472(b) of the Code, as applicable), such Bank shall deliver to the relevant Borrower or the Administrative Agent, at the time or times prescribed by applicable law and at such time or times reasonably requested by such Borrower or the Administrative Agent, such documentation prescribed by applicable law (including, without limitation, as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Bank has or has not complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) To the extent that, as determined by the Administrative Agent or any Bank in its sole discretion and without any obligation to disclose its tax records, Indemnified Taxes have been irrevocably utilized by the Administrative Agent or such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is consistent with its overall tax policies, the Administrative Agent or such Bank shall pay to the relevant Borrower, an amount equal to such reduction obtained to the extent of such increased amounts paid by such Borrower to the Administrative Agent or such Bank as aforesaid; provided, that such Borrower, upon the request of the Administrative Agent or such Bank, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Bank in the event such Governmental Authority determines that the Administrative Agent or such Bank was not entitled to such credit or deduction.

The obligations of the parties under this subsection 2.17 shall survive termination of this Agreement, payment of the Loans and termination of the Letters of Credit.

2.18 Confirmations.  The Administrative Agent shall, within 15 days following the last day of each calendar quarter (each such period being a “Report Period”), furnish to the Borrowers a written account with respect to all amounts outstanding under the Loan Accounts as at the last day of such Report Period, including an accounting setting forth, for such Report Period the amounts of principal, interest and other sums paid and payable hereunder.  The Borrowers shall, within 15 days following receipt of such written account, notify the Administrative Agent of any discrepancies between such written account and the Borrowers’ records or, if no such discrepancies exist, furnish written confirmation to the Administrative Agent of the accuracy of such written account.  Upon any Bank’s request, the Administrative Agent shall furnish to each Bank a copy of such written account together with the Borrowers’ response thereto.

2.19 Replacement of Cancelled Banks.  The Borrowers may designate one or more financial institutions to act as a Bank hereunder in place of any Cancelled Bank, and upon the Borrowers, each such financial institution and the Administrative Agent executing a writing substantially in the form of Exhibit L, such financial institution shall become and be a Bank hereunder with all the rights and obligations it would have had if it had been named on the signature pages hereof, and having for all such financial institutions an aggregate Commitment no greater than the whole, or such cancelled part, of the Commitment of the Cancelled Bank in place of which such financial institutions were designated; provided,  however, that all rights and obligations of such Cancelled Bank relating to the Loans made by such Cancelled Bank that are outstanding on the date of such cancellation shall be the rights and obligations of such Cancelled Bank and not of any such financial institution.  The Administrative Agent shall execute any such writing presented to it and shall notify the Banks of the execution thereof, the name of the financial institution executing such writing and the amount of its Commitment.

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2.20 Commitment Increases.  (a)  At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”).  Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f).  If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below.  No Bank has an obligation to increase its Commitment pursuant to this subsection 2.20 except in its sole discretion.

(b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000.

(c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank.

(d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto.

(e) (i)  Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their

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respective Commitments).  On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date.

(ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages.  In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.

(iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages.

(f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion.

(g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to such Bank and its registered assigns, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

2.21 Pricing Determinations.  The Administrative Agent shall determine the Applicable Margin from time to time in accordance with the provisions set forth below:

The “Eurocurrency Margin” is a rate per annum equal to the Credit Default Swap Spread at the applicable date of determination specified below, subject to the minimum and maximum rates which are set forth in the Pricing Grid table below under the respective columns headed “Eurocurrency Margin Floor” and “Eurocurrency Margin Ceiling” corresponding to the Prevailing Rating in effect on such date of determination.  The Eurocurrency Margin applicable to any Eurocurrency Loans for any Interest Period will be determined based on the Credit Default Swap Spread in effect as of three Business Days prior to the commencement of such Interest Period; provided that if such Interest Period is a period

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greater than three months, the applicable Eurocurrency Margin shall be redetermined at the end of each successive three-month period during such Interest Period.

The “ABR Margin” applicable at all times during any Calendar Quarter (or shorter period commencing on the Closing Date and ending on the last day of the Calendar Quarter in which the Closing Date occurs) is a rate per annum equal to the excess, if any, of the Eurocurrency Margin determined on the first Business Day of such Calendar Quarter (or shorter period) over 1.00% per annum (but not less than 0%).

The “Credit Default Swap Spread” shall mean, at any Determination Date, the credit default swap spread applicable to Index Debt of the Company interpolated for a period to the Termination Date, determined as of the close of business on the Business Day immediately preceding such Determination Date, as reported and interpolated by Markit or any successor thereto; provided, that if such period is less than one year, the Credit Default Swap Spread shall be based on the credit default swap spread shown for a period of one year.

Pricing Grid

Prevailing Rating:	Eurocurrency Margin Floor	Eurocurrency Margin Ceiling	ABR Margin Floor	ABR Margin Ceiling
Level I	0.100%	0.750%	0%	0%
Level II	0.200%	0.875%	0%	0%
Level III	0.250%	1.000%	0%	0%
Level IV	0.450%	1.250%	0%	0.250%
Level V	0.600%	1.375%	0%	0.375%
Level VI	0.750%	1.500%	0%	0.500%

If at any time the Credit Default Swap Spread is unavailable, the Company and the Banks shall negotiate in good faith (for a period of up to thirty days after the Credit Default Swap Spread becomes unavailable (such thirty-day period, the “Negotiation Period”)) to agree on an alternative method for establishing the Eurocurrency Margin and the ABR Margin.  The Eurocurrency Margin and the ABR Margin at any date of determination thereof in accordance with the preceding provisions of this Section which falls during the Negotiation Period shall be based upon the then most recently available quote of the Credit Default Swap Spread.  If no such alternative method is agreed upon during the Negotiation Period, the Eurocurrency Margin and the ABR Margin at any date of determination subsequent to the end of the Negotiation Period shall be a rate per annum equal to 100% of the maximum margin set forth in the Pricing Grid table above under the columns headed “Eurocurrency Margin Ceiling” and “ABR Margin Ceiling” corresponding to the Prevailing Rating in effect on such date of determination.

2.22 Markit Data.  (a)  JPMorgan Chase Bank, N.A., in any capacity, whether in an individual capacity or as Administrative Agent or Bank or otherwise, shall receive data from Markit with respect to the Credit Default Swap Spread and agrees in such capacity to provide to Designated Users identified by each Bank and the Company (and, if JPMorgan Chase Bank, N.A. is not the Administrative Agent, the Administrative Agent) such data, including any accompanying written notice or supporting information from Markit (together, the “Markit Data”), via email, log-in or other means of communication at the discretion of JPMorgan Chase Bank, N.A.  JPMorgan Chase Bank, N.A. shall have

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all of the rights, benefits and protections of the Administrative Agent provided for in Section 9 when acting in such capacity with respect to the provision of any Markit Data.

For the avoidance of doubt, any Designated User shall only access and use the Markit Data for the purposes as specified in this Agreement on behalf of the Borrowers, the respective Bank or, if applicable, the Administrative Agent and shall be required by the Borrowers, such Bank, and if applicable, the Administrative Agent, to comply with the terms of this subsection 2.22.  The Borrowers, each Bank, and if applicable, the Administrative Agent, hereby agrees, without limiting Markit’s or JPMorgan Chase Bank, N.A.’s other rights and remedies, that it is responsible for and liable for any breach of any of the provisions of this subsection 2.22 by its respective Designated Users.

(b) Each Borrower and each Bank acknowledges that all copyright, database rights, trade marks, patents, rights of privacy or publicity and other proprietary or intellectual property rights (including all models, software, data and any materials) comprised in all or any of the Markit Data, or their provision, and all enhancements, modifications or additional services thereto, are and will be the exclusive property of Markit.  Except as provided for under this Agreement, each of the Borrowers and each Bank agrees that it will not use the same (including copying, reverse engineering or, except as otherwise required by law or regulation, disclosing it to any Person, for any purpose whatsoever) and will not remove or deface any trademarks associated with the Markit Data.  Each Bank acknowledges that the Markit Data was developed, compiled, prepared, revised, selected and arranged by Markit and others (including certain information sources (each a “Data Provider”)) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and constitute valuable intellectual property and trade secrets of Markit.  Each Borrower and each Bank shall make reasonable efforts to comply, at Markit’s expense, with all reasonable written requests made by JPMorgan Chase Bank, N.A. (upon Markit’s reasonable written requests to JPMorgan Chase Bank, N.A.) to protect any contractual, statutory and common law rights in the Markit Data.

(c) Each Borrower and each Bank acknowledges that none of Markit, JPMorgan Chase Bank, N.A., their respective affiliates or any Data Provider makes any warranty, express or implied, as to the accuracy or completeness of the Markit Data or as to the results to be attained by any Borrower or any Bank or others from the use of the Markit Data.  Each Borrower and each Bank hereby acknowledges that there are no express or implied warranties of title, merchantability or fitness for a particular purpose or use, and that it has not relied upon any warranty, guaranty or representation made by Markit, JPMorgan Chase Bank, N.A., their respective affiliates or any Data Provider.

(d) Neither Markit and its affiliates (except in the event of fraud, gross negligence or willful misconduct on part of Markit or its affiliates) nor any Data Provider nor JPMorgan Chase Bank, N.A. and its affiliates shall in any way be liable to the Borrowers, any Bank or any client of any Bank for any inaccuracies, errors or omissions, regardless of cause, in the Markit Data provided hereunder or for any damages (whether direct or indirect) resulting therefrom.  Without limiting the foregoing, Markit and JPMorgan Chase Bank, N.A. shall have no liability whatsoever to any Borrower or any Bank or client of a Bank, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by any Borrower, such Bank or client as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by such Bank or any client of such Bank, based on the Markit Data.  To the extent permitted by law, neither Markit nor JPMorgan Chase Bank, N.A. nor their respective affiliates shall be liable for any loss of profits or revenue or any indirect or consequential losses or damages whatsoever incurred, whether or not it has been advised in advance of the possibility of any such loss.

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(e) Each Bank acknowledges that it or its employees may, in the course of performing such Bank’s responsibilities under this Agreement, be exposed to or acquire information which is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality.  Each Borrower acknowledges that it or its employees may be exposed to or acquire information which is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality.  Markit’s and such third parties’ confidential information means the Markit Data and any related materials provided by Markit through JPMorgan Chase Bank, N.A. to each Borrower, each Bank and the Administrative Agent under this Agreement.  Each Bank agrees to hold Markit’s and such third parties’ confidential information in confidence to the same extent and in the same manner as such Bank is required to hold Borrower’s information confidential pursuant to subsection 10.7 hereof and agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such confidential information may not be used for any other purposes except as contemplated herein.  Each Borrower also agrees to be bound by the requirements of the immediately preceding sentence in the same manner as if were a Bank solely for purposes of subsection 10.7 hereof.  It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that JPMorgan Chase Bank, N.A. shall be entitled to injunctive relief to restrain any such breach, threatened or actual.  Notwithstanding anything herein to the contrary, the Borrowers, the Banks and the Administrative Agent are entitled to disclose and use the Markit Data in the normal course of their business as it relates to the Agreement, including but not limited to disclosing such information to regulators, ratings agencies, league table providers and prospective assignees and participants.

(f) Each Borrower acknowledges that each of JPMorgan Chase Bank, N.A. and the other Banks from time to time may conduct business with and may be a shareholder of Markit and that each of JPMorgan Chase Bank, N.A. or the other Banks may have from the time to time the right to appoint one or more directors to the Board of Directors of Markit.

2.23 Defaulting Banks.  (a)  Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank:

(b) fees shall cease to accrue on the Available Commitment of such Defaulting Bank pursuant to subsection 2.4(a);

(c) the Commitment and Loans of such Defaulting Bank shall not be included in determining whether all Banks, the Majority Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to subsection 10.1); provided that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank; and

(d) if any L/C Obligations exist at the time a Bank becomes a Defaulting Bank then:

(i) all or any part of such L/C Obligations shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages but only to the extent the sum of all non-Defaulting Banks’ Loans plus non-Defaulting Banks’ L/C Obligations plus such Defaulting Bank’s Commitment Percentage of the L/C Obligations does not exceed the total of all non-Defaulting Banks’ Commitments and, in the case of each non-Defaulting Bank and after giving effect to such reallocation, the Loans and L/C Obligations of any such non-Defaulting Bank do not exceed such non-Defaulting Bank’s Commitment;

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(ii) if (w) the reallocation described in clause (i) above cannot, or can only partially, be effected, then upon the written request of any Issuing Bank, the applicable Borrower shall deposit, within five Business Days after its receipt of such request, in a cash collateral account opened by the Administrative Agent, cash in an amount requested in such notice, such amount not to exceed such Defaulting Bank’s Commitment Percentage of the L/C Obligations at the time of such request attributable to the Letters of Credit issued by such Issuing Bank for the account of such Borrower;

(iii) amounts deposited pursuant to clause (ii) above at the request of any Issuing Bank shall be applied by the Administrative Agent to reimburse such Issuing Bank for any participations required to be funded by such Defaulting Bank;

(iv) to the extent the Borrowers cash collateralize any portion of such Defaulting Bank’s L/C Obligations pursuant to clause (ii) above, the Borrowers shall not be required to pay any Letter of Credit fees pursuant to subsection 2.26(c) to such Defaulting Bank with respect to such Defaulting Bank’s L/C Obligations during the period such Defaulting Bank’s L/C Obligations are cash collateralized;

(v) if such Defaulting Bank’s L/C Obligations are reallocated pursuant to clause (i) above, then the Letter of Credit fees payable to the Banks shall be adjusted in accordance with such non-Defaulting Banks’ Commitment Percentages;

(e) so long as any Bank is a Defaulting Bank, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the non-Defaulting Banks and/or cash collateral will be provided by the Company in accordance with subsection 2.23(d), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with subsection 2.26(d)(i) (and Defaulting Banks shall not participate therein);

(f) any amount payable to such Defaulting Bank hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to subsection 10.6 but excluding subsection 2.19) shall, in lieu of being distributed to such Defaulting Bank, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent, in the following order of priority:  (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder, (ii) second, to payment of any amounts owing by such Defaulting Bank to an Issuing Bank, (iii) third, if so determined by the Administrative Agent or requested by an Issuing Bank, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any existing or future participating interest in any Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement and (v) fifth, if so determined by the Administrative Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement.

The rights and remedies against a Defaulting Bank under this subsection 2.23 are in addition to other rights and remedies that the Borrowers may have against such Defaulting Bank.

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In the event and on the date that the Administrative Agent, the Company and the Issuing Banks each agree that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the L/C Obligations of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks (other than Competitive Loans) as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage and such Bank shall no longer be a Defaulting Bank; provided, that subject to subsection 10.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a Non-Defaulting Bank as a result of such Non-Defaulting Bank’s increased exposure following such reallocation.

2.24 Judgment Currency.  (a)  If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of the Borrowers in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrowers as a separate obligation and notwithstanding any such judgment, agrees to indemnify the Applicable Creditor against such loss.  The obligations of the Borrowers contained in this subsection 2.24 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

2.25 Foreign Currency Exchange Rate.  (a)  No later than 1:00 P.M., London time, on each Calculation Date with respect to a Foreign Currency, the Foreign Currency Agent shall determine the Exchange Rate as of such Calculation Date with respect to such Foreign Currency (it being acknowledged and agreed that the Foreign Currency Agent shall use such Exchange Rate for the purposes of determining compliance with subsection 2.1 with respect to such borrowing request).  The Exchange Rates so determined shall become effective on the relevant Calculation Date, shall remain effective until the next succeeding Calculation Date and shall for all purposes of this Agreement (other than subsection 2.13(e) and subsection 2.24(a)) be the Exchange Rates employed in converting any amounts between Dollars and Foreign Currencies.

(b) No later than 5:00 P.M., London time, on each Calculation Date, the Foreign Currency Agent shall determine the aggregate amount of the Dollar Equivalents of the principal amounts of the Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency Loans to be made or repaid on such date).

(c) The Administrative Agent shall promptly notify the Borrowers of each determination of an Exchange Rate hereunder.

2.26 Letters of Credit.  (a)  L/C Obligations. (i)  Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Banks set forth in subsection 2.26(d)(i), agrees to issue letters of credit (“Letters of Credit”) for the account of the Company or the

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Capital Corporation on any Business Day during the Commitment Period in such form as may be approved from time to time by such Issuing Bank; provided that such Issuing Bank shall not issue any Letter of Credit if, after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C Commitment, (B) the Total Extensions of Credit would be greater than the Total Commitments, (C) the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Bank would exceed such Issuing Bank’s Issuing Bank L/C Commitment or (D) the Committed Extensions of Credit of such Issuing Bank (including in its capacity as a lender of Committed Rate Loans) would exceed its Commitment (it being understood that (a) rollovers and renewals of Letters of Credit and amendments which do not increase the drawable amount of a Letter of Credit shall be deemed not to be issuances for purposes of the preceding proviso and (b) the proviso will not be violated if Total Extensions of Credit exceed Total Commitments or an Issuing Bank’s Committed Extensions of Credit exceed its Commitment, in each case as a result of changes in Exchange Rates).  Each Letter of Credit shall (1) be denominated in Dollars, and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Date, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(ii) An Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

(iii) Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement on the Closing Date.

(b) Procedure for Issuance of Letter of Credit.  Each of the Company and Capital Corporation may from time to time request that an Issuing Bank issue a Letter of Credit by delivering to such Issuing Bank at its address for notices specified herein an Application therefor, currently used by the applicable Issuing Bank, completed to the reasonable satisfaction of such Issuing Bank, and such other certificates, documents and other papers and information as such Issuing Bank may reasonably request.  Upon receipt of any Application, such Issuing Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its reasonable customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Bank be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Bank and such Borrower.  An Issuing Bank shall furnish a copy of such Letter of Credit to the applicable Borrower promptly following the issuance thereof.  An Issuing Bank shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Banks, notice of the issuance of each Letter of Credit (including the amount thereof).

(c) Fees and Other Charges.  (i)  Each Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Letter of Credit Fee, shared ratably among the Banks and payable quarterly in arrears on the first Business Day of each January, April, July and October of each year after the issuance date and on the Termination Date or such earlier date on which the Commitments shall terminate as provided herein.  In addition, each Borrower shall pay to an Issuing Bank for its own account a fronting fee in an amount not to exceed 0.125% per annum (or such other amount as may be agreed between each Borrower and such Issuing Bank), on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each date on which the Letter of Credit Fee is payable.

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(ii) In addition to the foregoing fees, each Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and expenses as are incurred or charged by such Issuing Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued for such Borrower’s account.

(d) L/C Participations.  (i)  Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such Issuing Bank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Bank thereunder.  Each L/C Participant agrees with such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.  Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against any Issuing Bank, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers, (iv) any breach of this Agreement by the Borrowers or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(ii) If any amount required to be paid by any L/C Participant to an Issuing Bank pursuant to subsection 2.26(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is paid to such Issuing Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average applicable Overnight Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Bank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  If any such amount required to be paid by any L/C Participant pursuant to subsection 2.26(d)(i) is not made available to such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans.  A certificate of the applicable Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error.

(iii) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with subsection 2.26(d)(i), such Issuing Bank receives any payment related to such Letter of Credit (whether directly from the Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Bank), or any payment of interest on account thereof, such Issuing Bank will distribute to such L/C Participant its pro rata share thereof; provided,  however, that in the event that any such payment received by such Issuing Bank shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank the portion thereof previously distributed by such Issuing Bank to it.

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(iv) Upon any cancellation of the Commitment of a Bank pursuant to subsection 2.13, 2.16 or 2.17, any replacement of a Cancelled Bank pursuant to subsection 2.19 or any increase in the Commitments pursuant to subsection 2.20, the participating interests in then outstanding Letters of Credit shall be re-allocated among the Banks to give effect to their respective Commitment Percentages as in effect after such cancellation, replacement or increase, and payment of fees payable pursuant to subsection 2.26(c) shall be made so as to give effect to such reallocation.

(e) Reimbursement Obligation of the Borrowers.  If any draft is paid under any Letter of Credit, the Borrower for whose account such Letter of Credit was issued shall reimburse the applicable Issuing Bank for the amount of (a) the draft so paid and (b) any taxes (other than non-Indemnified Taxes), fees, charges or other costs or expenses incurred by such Issuing Bank in connection with such payment, not later than 12:00 Noon, Local Time, on the second Business Day following the Business Day that such Borrower receives notice of such draft.  Each such payment shall be made to such Issuing Bank at its address for notices referred to herein in Dollars and in immediately available funds.  Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full is made by the Borrower at the rate set forth in (x) subsection 2.8(b), until the second Business Day next succeeding the date of the relevant notice and (y) subsection 2.8(c), thereafter.

(f) Obligations Absolute.  The obligations of the Borrowers under this subsection 2.26 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that such Borrowers may have or have had against an Issuing Bank, any beneficiary of a Letter of Credit or any other Person.  The Borrowers also agree with each Issuing Bank that such Issuing Bank shall not be responsible for, and the Reimbursement Obligations of the Borrowers under subsection 2.26(e) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrowers against any beneficiary of such Letter of Credit or any such transferee.  No Issuing Bank shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Bank.  The Borrowers agree that any action taken or omitted by an Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrowers and shall not result in any liability of such Issuing Bank to the Borrowers.

(g) Letter of Credit Payments.  If any draft or drawing request shall be presented for payment under any Letter of Credit, the applicable Issuing Bank shall promptly notify the Borrower for whose account such Letter of Credit was issued of the date and amount thereof.  The responsibility of an Issuing Bank to the Borrowers in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft or drawing request, if presentation of draft or drawing request is called for) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

(h) Applications.  To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall apply.

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(i) Applicability of ISP and UCP.  Unless otherwise expressly agreed to by the relevant Issuing Bank and the relevant Borrower, when a Letter of Credit is issued (a) the rules of the ISP shall apply to each standby Letter of Credit and (b) the rules of the UCP shall apply to each commercial Letter of Credit.

2.27 Capital Corporation Guaranty. In order to induce the Banks to make Loans to JD Luxembourg, the Capital Corporation hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Banks and their respective successors, indorsees, transferees and assigns, the prompt and complete payment by JD Luxembourg when due (whether at the stated maturity, by acceleration or otherwise) of the Luxembourg Obligations.

The Capital Corporation waives promptness, diligence, presentment to, demand of payment from and protest to JD Luxembourg of any Luxembourg Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment.  The obligations of the Capital Corporation hereunder shall be absolute and unconditional and not be affected by (a) the failure of any Bank or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against JD Luxembourg under the provisions of this Agreement or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any other agreement; (c) the failure of any Bank to exercise any right or remedy against JD Luxembourg; (d) the invalidity or unenforceability of this Agreement; or (e) any other circumstance which might otherwise constitute a defense available to or discharge of JD Luxembourg (other than payment).

The Capital Corporation further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of JD Luxembourg or any other Person.

The obligations of the Capital Corporation hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Luxembourg Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of the Capital Corporation hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Bank to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Luxembourg Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Capital Corporation or otherwise operate as a discharge of the Capital Corporation as a matter of law or equity.

The Capital Corporation further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Luxembourg Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Bank upon the bankruptcy or reorganization of JD Luxembourg or otherwise.

In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Bank may have at law or in equity against the Capital Corporation by virtue hereof, upon the failure of JD Luxembourg to pay any Luxembourg Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Capital Corporation hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Luxembourg Obligation.  In

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the event that, by reason of the bankruptcy of JD Luxembourg, (i) acceleration of Loans made to JD Luxembourg is prevented and (ii) the Capital Corporation shall not have prepaid the outstanding Loans and other amounts due hereunder owed by JD Luxembourg, the Capital Corporation will forthwith purchase such Loans at a price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto.  The Capital Corporation further agrees that if payment in respect of any Luxembourg Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Luxembourg Obligation in such currency or such place of payment shall be impossible or, in the reasonable judgment of any applicable Bank, not consistent with the protection of its rights or interests, then, at the election of any applicable Bank, the Capital Corporation shall make payment of such Luxembourg Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York.

Notwithstanding any payment made by the Capital Corporation hereunder or any set-off or application of funds of the Capital Corporation by the Administrative Agent or any Bank, the Capital Corporation shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Bank against JD Luxembourg or any guarantee or right of offset held by the Administrative Agent or any Bank for the payment of the Luxembourg Obligations, until all amounts owing to the Administrative Agent and the Banks by JD Luxembourg on account of the Luxembourg Obligations are paid in full in cash.  If any amount shall be paid to the Capital Corporation on account of such subrogation rights at any time when all of the Luxembourg Obligations shall not have been paid in full in cash, such amount shall be held by the Capital Corporation in trust for the Administrative Agent and the Banks, segregated from its other funds, and shall, forthwith upon receipt by it, be turned over to the Administrative Agent in the exact form received by it (duly indorsed by it to the Administrative Agent, if required), to be applied against the Luxembourg Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

SECTION 3. REPRESENTATIONS AND WARRANTIES

Each Borrower hereby represents and warrants to the Administrative Agent and to each Bank that:

3.1 Financial Condition.  The consolidated balance sheet of such Borrower and its consolidated Subsidiaries as of November 3, 2019 and the related consolidated statements of income and of cash flow for the fiscal year then ended (including the related schedules and notes) reported on by Deloitte & Touche LLP, copies of which have heretofore been furnished to each Bank, fairly present the consolidated financial condition of such Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal year then ended.  All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with generally accepted accounting principles in the United States of America applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein).

3.2 Corporate Existence.  Such Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its properties and to conduct the business in which it is currently engaged.

3.3 Corporate Power; Authorization; Enforceable Obligations.  Such Borrower has the corporate power and authority and the legal right to execute, deliver and perform this Agreement and to borrow hereunder and has taken all necessary corporate action to authorize its borrowings on the terms

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and conditions of this Agreement and to authorize its execution, delivery and performance of this Agreement.  No consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority, is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement other than any such consents, authorizations, filings or acts as have been obtained, taken or made and are in full force and effect.  This Agreement has been duly executed and delivered on behalf of such Borrower, and this Agreement constitutes a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equity principles (whether enforcement is sought by proceedings in equity or at law).

3.4 No Legal Bar.  The execution, delivery and performance of this Agreement, the issuance of the Letters of Credit, the borrowings hereunder and the use of the proceeds thereof, will not violate any Requirement of Law or any Contractual Obligation of such Borrower, and will not result in, or require, the creation or imposition of any lien on any of its properties or revenues pursuant to any Requirement of Law or Contractual Obligation.

3.5 No Material Litigation.   No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Borrower, threatened by or against such Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues except actions, suits or proceedings which will not materially adversely affect the ability of such Borrower to perform its obligations hereunder.  All of the defaults, if any, of such Borrower or any of its Subsidiaries with respect to any order of any Governmental Authority do not, and will not collectively, have a material adverse effect on the business, operations, property or financial or other condition of such Borrower and its Subsidiaries taken as a whole.

3.6 Taxes.  Each of such Borrower and its Subsidiaries has filed or caused to be filed all tax returns which, to the knowledge of such Borrower, are required to be filed (except where the failure to file such tax returns would not have a material adverse effect on the business, operations, property or financial or other condition of such Borrower and its Subsidiaries taken as a whole), and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than assessments, taxes, fees and other charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Borrower or its Subsidiaries, as the case may be).

3.7 Margin Regulations.  No part of the proceeds of any Loan hereunder will be used for any purpose which violates the provisions of Regulation U of the Board as now and from time to time hereafter in effect.

3.8 Use of Proceeds.  The proceeds of the Loans will be used by such Borrower for its general corporate purposes, which shall include, but shall not be limited to, any purchase or other acquisition of all or a portion of the debt or stock or other evidences of ownership of such Borrower or the assets or stock or other evidences of ownership of any other Person or Persons.

3.9 Sanctions Laws and Regulations.  None of the Borrowers or their respective Subsidiaries is a Designated Person, nor, to the best of each Borrower’s knowledge, are any of its directors or officers or any directors or officers of its Subsidiaries.  Each of the Borrowers 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

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of the Borrowers and their 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 each Borrower and each of their Subsidiaries, including any use of the proceeds of this Agreement. Neither the Borrower nor any of its Subsidiaries will directly or to its knowledge indirectly use the proceeds of the Loans or the Letters of Credit in violation of any Sanctions Laws and Regulations or any Anti-Corruption Laws.

3.10 Beneficial Ownership Certification.  As of the Closing Date, to the knowledge of such Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Bank in connection with this Agreement is true and correct in all material respects.

SECTION 4. CONDITIONS PRECEDENT

4.1 Conditions to Initial Extensions of Credit.  The obligation of each Bank to make its initial Loan and of each Issuing Bank to issue Letters of Credit hereunder is subject to the satisfaction of the following conditions precedent:

(a) Counterparts.  The Administrative Agent shall have received counterparts hereof, executed by all of the parties hereto.

(b) Resolutions.  The Administrative Agent shall have received, with a counterpart for each Bank, resolutions, certified by the Secretary or an Assistant Secretary of each Borrower (or in the case of JD Luxembourg, a certificate of directors of JD Luxembourg), in form and substance satisfactory to the Administrative Agent, adopted by the Board of Directors of such Borrower authorizing the execution of this Agreement and the performance of its obligations hereunder and any borrowings hereunder from time to time.

(c) Legal Opinions.  The Administrative Agent shall have received, with a counterpart for each Bank, an opinion of Mary K.W. Jones, Esq., or her successor as General Counsel of the Company, an associate general counsel of the Company, or any other legal counsel of the Company reasonably acceptable to the Administrative Agent, dated the Closing Date and addressed to the Administrative Agent and the Banks, substantially in the form of Exhibit G, and an opinion of Kirkland & Ellis LLP, special counsel to the Borrowers, dated the Closing Date and addressed to the Administrative Agent and the Banks, substantially in the form of Exhibit H.  Such opinions shall also cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent shall reasonably require.

(d) Incumbency Certificate.  The Administrative Agent shall have received, with a counterpart for each Bank, a certificate of the Secretary or an Assistant Secretary of each Borrower (or in the case of JD Luxembourg, a certificate signed by two directors of JD Luxembourg) certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, together with evidence of the incumbency of such Secretary or Assistant Secretary (or in the case of JD Luxembourg, of such directors).

(e) Termination of Existing Credit Agreements.  The Administrative Agent shall have received evidence satisfactory to it that the commitment of each financial institution to make loans pursuant to (i) the $2,800,000,000 364-Day Credit Agreement, dated as of April 1, 2019, among the Company, the Capital Corporation, JD Luxembourg, the lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as

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Syndication Agent, (ii) the $2,500,000,000 2023 Credit Agreement, dated as of April 1, 2019 (the “Existing Credit Agreement”), among the Company, the Capital Corporation, JD Luxembourg, the lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent and (iii) the $2,500,000,000 2024 Credit Agreement, dated as of April 1, 2019, among the Company, the Capital Corporation, JD Luxembourg, the lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, shall have been terminated in full and the outstanding principal amount of the indebtedness thereunder and all other amounts owing to any bank thereunder shall have been repaid or paid by the Borrowers.

(f) No Material Adverse Change Certificate.  The Administrative Agent shall have received concurrently with the execution of this Agreement, with a counterpart for each Bank, a certificate of a Responsible Officer for each of the Company and the Capital Corporation dated the date of this Agreement certifying that since November 3, 2019, at the date of such certificate there has been no material adverse change in the business, property, operations, condition (financial or otherwise) or prospects of such Borrower and its Subsidiaries, taken as a whole.

(g) Fees.  The Administrative Agent shall have received, for the accounts of the Banks and the Administrative Agent, and each Agent shall have received, for the account of such Agent, all accrued fees and expenses owing hereunder or in connection herewith to the Banks and the Agents to be received on the Closing Date.

(h) Beneficial Ownership Certification. To the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three days prior to the Closing Date, any Bank that has requested, in a written notice to the Borrowers at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Bank of its signature page to this Agreement, the condition set forth in this subsection 4.1(h) shall be deemed to be satisfied).

(i) Additional Matters.  All other documents which the Administrative Agent may reasonably request in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

4.2 Conditions to All Extensions of Credit.  The obligation of each Bank to make Loans and of each Issuing Bank to issue Letters of Credit or increase the drawable amount thereof (which shall include the initial Loan to be made by it hereunder but shall not include any Loan made pursuant to subsection 2.20(e)(ii) or (iii) if, after the making of such Loan and the application of the proceeds thereof, the aggregate outstanding principal amount of the Committed Rate Loans would not be increased) to be made by it hereunder on any Borrowing Date is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties.  The representations and warranties made by the Borrowers herein or which are contained in any certificate, document or financial or other statement furnished by any Borrower at any time hereunder or in connection herewith (other than any representations and warranties which by the terms of such certificate, document or financial or other statement do not survive the execution of this Agreement) shall be correct on and as of the date of such Loan, the date of such issuance of such Letter of Credit or the date of increase in the drawable amount of such Letter of Credit, as applicable, as if made on and as of such date except as such representations and warranties expressly relate to an earlier date.

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(b) No Default or Event of Default.  No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to such Loan, the issuance of such Letter of Credit or the increase in the drawable amount of such Letter of Credit, as applicable, to be made on such date and the application of the proceeds thereof.

(c) Additional Conditions to Bid Loans.  If such Loan is made pursuant to subsection 2.2, all conditions set forth in subsection 2.2(f) shall have been satisfied.

Each acceptance by any Borrower of a Loan, each issuance of a Letter of Credit and each increase in the drawable amount of any Letter of Credit for the account of a Borrower, shall constitute a representation and warranty by the relevant Borrower as of the date of such Loan, the date of issuance of such Letter of Credit or the date of increase in the drawable amount of such Letter of Credit, as applicable, that the applicable conditions in clauses (a), (b) and (c) of this subsection 4.2 have been satisfied.

SECTION 5. AFFIRMATIVE COVENANTS

Each of the Borrowers (except as otherwise specified) hereby agrees that, so long as there is any obligation by any Bank to make Loans to it hereunder, any obligation of an Issuing Bank to issue Letters of Credit hereunder, any Loan of such Borrower remains outstanding and unpaid, any Letter of Credit remains outstanding or any other amount is owing by such Borrower to any Bank, any Issuing Bank or any Agent hereunder (unless the Majority Banks shall otherwise consent in writing):

5.1 Financial Statements.  Such Borrower (other than, with respect to clause (b) below, JD Luxembourg) shall furnish to each Bank:

(a)  as soon as available, but in any event within 120 days after the end of each fiscal year of such Borrower, a copy of the consolidated balance sheet of such Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of income and of cash flow for such year, reported on by (i) in the case of the Company and the Capital Corporation, Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing in the United States and (ii) in the case of JD Luxembourg, Deloitte & Touche LLP or other independent certified public accountants of recognized standing in Luxembourg or the European Union; and

(b)  as soon as available, but in any event not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of such Borrower, the condensed unaudited consolidated balance sheet of such Borrower and its consolidated Subsidiaries as at the end of each such quarter and the related unaudited consolidated statement of income of such Borrower and its consolidated Subsidiaries for such quarterly period and the portion of the fiscal year through such date, certified by a Responsible Officer of such Borrower (subject to normal year-end audit adjustments).

All such financial statements described in clause (a) or (b) above shall present fairly the consolidated financial condition and results of operations of such Borrower and its consolidated Subsidiaries and be prepared in accordance with generally accepted accounting principles in the United States of America (or, in the case of any such financial statements furnished by JD Luxembourg, international financial reporting standards in effect from time to time as applicable to JD Luxembourg, or such other accounting standards required by any applicable Luxembourg Governmental Authority) applied consistently throughout the periods reflected therein (except as approved by such accountants or officer, as the case may be, and disclosed therein).  The

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Company and the Capital Corporation shall be deemed to have furnished such financial statements to each Bank when they are filed with the Securities and Exchange Commission and posted on its EDGAR system, and JD Luxembourg shall be deemed to have furnished such financial statements to each Bank when they are delivered to the Administrative Agent via electronic mail or other electronic transmission.

5.2 Certificates; Other Information.  Such Borrower (other than, with respect to clause (a) below, JD Luxembourg) shall furnish to the Administrative Agent, and the Administrative Agent shall make available to each Bank:

(a) within 10 days of the delivery of the financial statements referred to in subsections 5.1(a) and (b) above (or, if such financial statements are filed with the Securities and Exchange Commission and posted on its EDGAR system, within 10 days of the posting of such financial statements on the EDGAR system), a certificate of a Responsible Officer of such Borrower stating that (i) he has no knowledge of the occurrence and continuance of any Default or Event of Default except as specified in such certificate, in which case such certificate shall contain a description thereof and a statement of the steps, if any, which such Borrower is taking, or proposes to take, to cure the same and (ii) the financial statements delivered pursuant to subsection 5.1 would not be materially different if prepared in accordance with GAAP except as specified in such certificate; and

(b) promptly, such additional financial and other information as any Bank may from time to time reasonably request.

5.3 Company Indenture Documents.  The Company shall, contemporaneously with the delivery thereof to the trustee, furnish to each Bank a copy of any information, document or report required to be filed with the trustee pursuant to Section 7.03 of the Indenture dated as of September 25, 2008 between the Company and The Bank of New York Mellon, as trustee.  The Company shall be deemed to have furnished such information, document or report to each Bank when it is filed with the Securities and Exchange Commission and posted on its EDGAR system.

5.4 Capital Corporation Indenture Documents.  The Capital Corporation shall, contemporaneously with the delivery thereof to the trustee, furnish to each Bank a copy of any information, document or report required to be filed with the trustee pursuant to (i) Section 7.03 of the Indenture dated March 15, 1997, between the Capital Corporation and The Bank of New York Mellon (formerly known as The Bank of New York, successor trustee to The Chase Manhattan Bank), as trustee, as supplemented by the first supplemental indenture dated as of April 21, 2011, the second supplemental indenture dated as of April 17, 2014, and the third supplemental indenture dated as of April 7, 2017, and (ii) the Subordinated Indenture dated as of September 1, 2003, between the Capital Corporation and U.S. Bank National Association, as trustee.  The Capital Corporation shall be deemed to have furnished such information, document or report to each Bank when it is filed with the Securities and Exchange Commission and posted on its EDGAR system.

5.5 Notice of Default.  Such Borrower shall promptly give notice to the Administrative Agent of the occurrence of any Default or Event of Default, which notice shall be given in writing as soon as possible, and in any event within 10 days after a Responsible Officer of such Borrower obtains knowledge of such occurrence, with a description of the steps being taken to remedy the same (provided that such Borrower shall not be obligated to give notice of any Default or Event of Default which is remedied prior to or within 10 days after a Responsible Officer of such Borrower first acquires such knowledge).  Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank thereof.

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5.6 Ownership of Capital Corporation and JD Luxembourg Stock.  The Company shall continue to own, directly or through one or more wholly-owned Subsidiaries, free and clear of any lien or other encumbrance, 51% of the voting stock of (i) the Capital Corporation and (ii) JD Luxembourg for so long as JD Luxembourg is a Borrower hereunder; provided, however, that the Capital Corporation may merge or consolidate with, or sell or convey substantially all of its assets to, the Company as provided in subsection 7.4.

5.7 Employee Benefit Plans.  The Company shall maintain, and cause each of its Subsidiaries to maintain, each Plan as to which it may have liability, in compliance with all applicable requirements of law and regulations.

5.8 Compliance.  Each of the Borrowers shall comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws, rules, regulations and orders, noncompliance with which would reasonably be expected to materially adversely affect (i) the financial condition or operations of such Borrower and its consolidated Subsidiaries taken as a whole or (ii) the ability of such Borrower to perform its obligations under this Agreement.

SECTION 6. NEGATIVE COVENANTS OF THE COMPANY

The Company hereby agrees that, so long as there is any obligation by any Bank to make Loans hereunder, any obligation of an Issuing Bank to issue Letters of Credit hereunder, any Loan remains outstanding and unpaid, any Letter of Credit remains outstanding or any other amount is owing to any Agent, any Issuing Bank or any Bank hereunder, it shall not, nor in the case of subsections 6.2 and 6.3 shall it permit any Restricted Subsidiary to (unless the Majority Banks shall otherwise consent in writing):

6.1 Company May Consolidate, etc., Only on Certain Terms.  Consolidate with or merge with or into any other corporation or convey or transfer its properties and assets, including pursuant to a Division, substantially as an entirety to any Person, unless:

(a) either the Company shall be the continuing corporation, or the corporation (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, Division or transfer the properties and assets of the Company substantially as an entirety shall expressly assume, by an assumption agreement, executed and delivered to the Administrative Agent, in form satisfactory to the Majority Banks, the due and punctual payment of the principal of and interest on the Loans to the Company and the performance of every covenant of this Agreement on the part of the Company to be performed or observed;

(b) immediately after giving effect to such transaction, no Default or Event of Default, shall have happened and be continuing;

(c) if as a result thereof any property or assets of the Company or a Restricted Subsidiary would become subject to any Mortgage not permitted by (i) through (xii) of subsection 6.2(a) or subsection 6.2(b), compliance shall be effected with the first clause of subsection 6.2(a); and

(d) the Company and the successor Person have delivered to the Administrative Agent an officers’ certificate signed by two Responsible Officers of the Company stating that such consolidation, merger, conveyance or transfer and such assumption agreement comply with this subsection 6.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.

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6.2 Limitation on Liens.  (a)  Issue, incur, assume or guarantee any debt (hereinafter in this subsection referred to as “Debt”) secured by any mortgage, security interest, pledge, lien or other encumbrance (hereinafter called “Mortgage” or “Mortgages”) upon any Important Property, or upon any shares of stock or indebtedness issued or incurred by any Restricted Subsidiary (whether such Important Property, shares of stock or indebtedness is now owned or hereafter acquired) without in any such case effectively providing, concurrently with the issuance, incurrence, assumption or guaranty of any such Debt, that the Loans and all other amounts hereunder (together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiary ranking equally with the Loans then existing or thereafter created) shall be secured equally and ratably with or prior to such Debt; provided, however, that the foregoing restrictions shall not apply to:

(i) Mortgages on any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date of this Agreement which are created or assumed contemporaneously with, or within 120 days after, such acquisition, construction or improvement to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the date of this Agreement, or (in addition to Mortgages contemplated by clauses (ii), (iii) and (iv) below) Mortgages on any property existing at the time of acquisition thereof; provided that such Mortgages shall not apply to any Important Property theretofore owned by the Company or any Restricted Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located;

(ii) Mortgages on any property, shares of stock, or indebtedness existing at the time of acquisition thereof from a corporation which is consolidated with or merged into, or substantially all of the assets of which are acquired by, the Company or a Restricted Subsidiary;

(iii) Mortgages on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary;

(iv) Mortgages to secure Debt of a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(v) Mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Mortgages and Mortgages given to secure indebtedness incurred in connection with the financing of construction of pollution control facilities, the interest on which indebtedness is exempt from income taxes under the Code;

(vi) any deposit or pledge of assets (1) with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Company or a Restricted Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Company or a Restricted Subsidiary, or (2) as security for the performance of any contract or undertaking not directly related to

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the borrowing of money or the securing of indebtedness, if made in the ordinary course of business, or (3) with any governmental agency, which deposit or pledge is required or permitted to qualify the Company or a Restricted Subsidiary to conduct business, to maintain self-insurance, or to obtain the benefits of any law pertaining to worker’s compensation, unemployment insurance, old age pensions, social security, or similar matters, or (4) made in the ordinary course of business to obtain the release of mechanics’, workmen’s, repairmen’s, warehousemen’s or similar liens, or the release of property in the possession of a common carrier;

(vii) Mortgages existing on property acquired by the Company or a Restricted Subsidiary through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business;

(viii) judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;

(ix) Mortgages for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Mortgage referred to in the foregoing clauses (i) to (viii), inclusive, or in this clause (ix), provided,  however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed or replaced (plus improvements on such property);

(x) liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s liens on property held under lease; and any other liens of a nature similar to those hereinabove described in this clause (x) which do not, in the opinion of the Company, materially impair the use of such property in the operation of the business of the Company or a Restricted Subsidiary or the value of such property for the purposes of such business;

(xi) Mortgages on Margin Stock owned by the Company and its Restricted Subsidiaries to the extent such Margin Stock so Mortgaged exceeds 25% of the fair market value of the sum of the Important Property of the Company and the Restricted Subsidiaries plus the shares of stock (including Margin Stock) and indebtedness issued or incurred by the Restricted Subsidiaries; and

(xii) Mortgages on any Important Property of, or any shares of stock or indebtedness issued or incurred by, any Restricted Subsidiary organized under the laws of Canada.

(b) (i)  The provisions of subsection 6.2(a) shall not apply to the issuance, incurrence, assumption or guarantee by the Company or any Restricted Subsidiary of Debt secured by a Mortgage which would otherwise be subject to the foregoing restrictions up to an aggregate amount which, together with the sum of (A) all other Debt issued or incurred by the Company and its Restricted Subsidiaries secured by Mortgages (other than Mortgages permitted by subsection 6.2(a)) which would otherwise be subject to the foregoing restrictions and (B) the Attributable Debt in respect of Sale and Lease-back

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Transactions in existence at such time (other than Sale and Lease-back Transactions which, if the Attributable Debt in respect of such Sale and Lease-back had been a Mortgage, would have been permitted by clause (i) of subsection 6.2(a) and other than Sale and Lease-back Transactions the proceeds of which have been applied in accordance with subsection 6.3(b)) does not at the time exceed 5% of Consolidated Net Worth.

(ii) For purposes of this Agreement, the term “Consolidated Net Worth” shall mean the aggregate of capital and surplus of the Company and its consolidated Subsidiaries, less minority interests in Subsidiaries, determined in accordance with GAAP; and the term “Attributable Debt” shall mean, as of any particular time, the present value, discounted at a rate per annum equal to the interest rate set forth in the Company’s 8-1/2% Debentures Due 2022, compounded semi-annually, of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended); the net amount of rent required to be paid for any such period shall be the total amount of the rent payable by the lessee with respect to such period, but may exclude amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges; and, in the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

(c) If, upon any consolidation or merger of any Restricted Subsidiary with or into any other corporation, or upon any consolidation or merger of any other corporation with or into the Company or any Restricted Subsidiary or upon any sale or conveyance of the property of any Restricted Subsidiary as an entirety or substantially as an entirety to any other Person, or upon any acquisition by the Company or any Restricted Subsidiary by purchase or otherwise of all or any part of the property of any other Person, any Important Property theretofore owned by the Company or such Restricted Subsidiary would thereupon become subject to any Mortgage not permitted by the terms of subsection (a) or (b) of this subsection 6.2, the Company, prior to such consolidation, merger, sale or conveyance, or acquisition, will, or will cause such Restricted Subsidiary to, secure payment of the principal of and interest on the Loans (equally and ratably with or prior to any other indebtedness of the Company or such Subsidiary then entitled thereto) by a direct lien on all such property prior to all liens other than any liens theretofore existing thereon by an assumption agreement or otherwise.

(d) If at any time the Company or any Restricted Subsidiary shall issue, incur, assume or guarantee any Debt secured by any Mortgage not permitted by this subsection 6.2, to which the covenant in subsection 6.2(a) is applicable, the Company will promptly deliver to the Administrative Agent (with counterparts for each Bank):

(i)  an officers’ certificate signed by two Responsible Officers of the Company stating that the covenant of the Company contained in paragraph (a) or (c) of this subsection 6.2 has been complied with; and

(ii)  an opinion of counsel satisfactory to the Administrative Agent to the effect that such covenant has been complied with, and that any instruments executed by the Company in the performance of such covenant comply with the requirements of such covenant.

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6.3 Limitations on Sale and Lease-back Transactions.  Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Transaction”) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary).  For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

6.4 Equipment Operations Debt.  Permit Equipment Operations Debt as at the end of any fiscal quarter of the Company and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Company and its consolidated Subsidiaries) to exceed 65% of the sum, at the end of each such fiscal quarter, of (i) Equipment Operations Debt plus (ii) Total Stockholders’ Equity.

SECTION 7. NEGATIVE COVENANTS OF THE CAPITAL CORPORATION

The Capital Corporation hereby agrees that, so long as there is any obligation by any Bank to make Loans to the Capital Corporation hereunder, any obligation of any Issuing Bank to issue Letters of Credit hereunder, any Loan of the Capital Corporation remains outstanding and unpaid, any Letter of Credit remains outstanding or any other amount is owing by the Capital Corporation to any Bank, any Issuing Bank or any Agent hereunder, the Capital Corporation shall not, nor in the case of the agreements set forth in subsection 7.3 shall it permit any of its Subsidiaries to, directly or indirectly (unless the Majority Banks shall otherwise consent in writing):

7.1 Fixed Charges Ratio.  Permit the ratio of Net Earnings Available for Fixed Charges to Fixed Charges for any fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Capital Corporation and its consolidated Subsidiaries) to be less than 1.05 to 1.

7.2 Consolidated Senior Debt to Consolidated Capital Base.  Permit the ratio of Consolidated Senior Debt to Consolidated Capital Base as at the end of any fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the end of any fiscal year of the Capital Corporation and its consolidated Subsidiaries) to be more than 11 to 1.

7.3 Limitation on Liens.  Issue, incur, assume or guarantee any Debt secured by any Mortgage upon any of its property or assets, or any of the property or assets of any of its Subsidiaries

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(whether any such property or assets is now owned or hereafter acquired) without in any such case effectively providing, concurrently with the issuance, incurrence, assumption or guaranty of any such Debt, that the Loans and all other amounts hereunder (together with, if the Capital Corporation shall so determine, any other indebtedness of or guaranty by such Borrower or such Subsidiary ranking equally with the Loans then existing or thereafter created) shall be secured equally and ratably with or prior to such Debt; provided, however, that the foregoing restrictions shall not apply to:

(a) Mortgages on fixed assets or other physical properties hereafter acquired to secure all or part of the purchase price thereof or the acquiring hereafter of such assets or properties subject to any existing lien or charge securing indebtedness (whether or not assumed);

(b) easements, liens, franchises or other minor encumbrances on or over any real property which do not materially detract from the value of such property or its use in the business of the Capital Corporation or a Subsidiary of the Capital Corporation;

(c) any deposit or pledge of assets (i) with any surety company or clerk of any court, or in escrow, as collateral in connection with or in lieu of, any bond on appeal from any judgment or decree against the Capital Corporation or a Subsidiary of the Capital Corporation, or in connection with other proceedings or actions at law or in equity by or against the Capital Corporation or a Subsidiary of the Capital Corporation or (ii) as security for the performance of any contract or undertaking not directly or indirectly related to the borrowing of money or the securing of indebtedness, if made in the ordinary course of business, or (iii) with any governmental agency, which deposit or pledge is required or permitted to qualify the Capital Corporation or a Subsidiary of the Capital Corporation to conduct business, to maintain self-insurance, or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security, or similar matters, or (iv) made in the ordinary course of business to obtain the release of mechanics’, workmen’s, repairmen’s, warehousemen’s or similar liens, or the release of property in the possession of a common carrier;

(d) Mortgages by a Subsidiary as security for indebtedness owed to the Capital Corporation or to any other Subsidiary;

(e) liens for taxes and governmental charges not yet due or contested by appropriate proceedings in good faith;

(f) Mortgages existing on property acquired by the Capital Corporation or a Subsidiary of the Capital Corporation through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business;

(g) judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;

(h) any Mortgage (other than directly or indirectly to secure borrowed money) if, after giving effect thereto, the aggregate principal sums secured by pledges or liens otherwise within the restrictions in clauses (a) through (h) of this subsection 7.3 do not exceed $500,000;

(i) any Mortgage securing Securitization Indebtedness;

(j) Mortgages on Margin Stock owned by the Capital Corporation and its Subsidiaries to the extent such Margin Stock exceeds 25% of the fair market value of property and assets of the Capital Corporation and its Subsidiaries (including Margin Stock); and

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(k) cash collateral provided to any counterparty of the Capital Corporation or to any Subsidiary of the Capital Corporation in connection with any Hedging Transaction.

7.4 Consolidation; Merger.  Merge or consolidate with or sell or convey (including pursuant to a Division and other than a conveyance by way of lease) all or substantially all of its assets to, any other corporation, unless (a) the Capital Corporation shall be the surviving corporation in the case of a merger or the Division Successor in the case of a Division, or the surviving, resulting or transferee corporation or Division Successor (the “successor corporation”) shall be a corporation organized under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume the due and punctual performance of all of the agreements, covenants and obligations of the Capital Corporation under this Agreement by supplemental agreement satisfactory to the Administrative Agent and executed and delivered to the Administrative Agent by the successor corporation and (b) the Capital Corporation or such successor corporation, as the case may be, shall not, immediately after such merger, consolidation, sale, Division or conveyance, be in default in the performance of any such agreements, covenants or obligations; provided, however, that the Capital Corporation may merge or consolidate with, or sell or convey substantially all of its assets to, the Company, if (i) the Company is the successor corporation (as defined above) and (ii) subclause (b) above is complied with; provided further that no Division of Capital Corporation shall be permitted unless there is a Division Successor.  Upon any such merger, consolidation, sale, Division or conveyance, the successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Capital Corporation under this Agreement, with the same effect as if the successor corporation had been named as the Capital Corporation herein and therein.

SECTION 8. EVENTS OF DEFAULT

Upon the occurrence and during the continuance of any of the following events:

(a) A Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof or to pay any interest on any Loan or Reimbursement Obligation, in each case within two Business Days after any such amount becomes due in accordance with the terms hereof or shall fail to pay any other amount payable hereunder within five Business Days after any such other amount becomes due in accordance with the terms thereof or hereof; or

(b) Any representation or warranty made or pursuant to subsection 4.2 deemed made by a Borrower herein or which is contained in any material certificate, material document or material financial statement or other material statement furnished at any time under or in connection with this Agreement shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

(c) The Company shall default in the observance or performance of any agreement contained in subsection 5.6, 6.1 or 6.4, or the Capital Corporation shall default in the observance or performance of any agreement contained in subsections 7.1, 7.2 or 7.4; or

(d) A Borrower shall default in the observance or performance of any agreement contained in this Agreement (other than those agreements referred to above in this Section 8), and such default shall continue unremedied for a period of 30 days after written notice thereof shall have been given to such Borrower by the Administrative Agent or any of the Banks through the Administrative Agent; or

(e) (i)  A Borrower or any of its Significant Subsidiaries shall default in any payment of principal of or interest on any indebtedness for borrowed money (other than the Loans and any

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Securitization Indebtedness) in a principal amount in excess of $175,000,000 in the aggregate, or any interest or premium thereon, when due (whether at scheduled maturity or by required prepayment, acceleration, demand or otherwise) and such failure shall continue beyond the period of grace, if any, provided in the instrument or agreement under which such indebtedness was created; or (ii) any other default (other than any default arising solely out of a Borrower’s, or any of its Significant Subsidiaries’, violation of any arrangement with any Bank, or any affiliate of any Bank, in any way restricting such Borrower’s, or such Significant Subsidiary’s, right or ability to sell, pledge or otherwise dispose of Margin Stock other than Restricted Margin Stock), or any other event that with notice or the lapse of time, or both, would constitute such a default, under any agreement or instrument relating to any such indebtedness for borrowed money (other than the Loans), shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate the maturity of such indebtedness; or (iii) any such indebtedness for borrowed money shall, by reason of default, be declared to be due and payable, or required to be prepaid, prior to the stated maturity thereof (unless such indebtedness is declared due and payable, or required to be prepaid, solely by reason of any Borrower’s, or any of its Significant Subsidiaries’, violation of any arrangement with any Bank, or any affiliate of any Bank, in any way restricting such Borrower’s, or such Significant Subsidiary’s, right or ability to sell, pledge or otherwise dispose of Margin Stock other than Restricted Margin Stock); provided that, no Event of Default under this Section 8(e) shall occur or be continuing if such failure, default or breach has been waived by the holder(s) or trustee or agent on behalf of such holder(s) of such indebtedness unless payment of such indebtedness has been accelerated and such acceleration has not been waived; or

(f) (i)  A Borrower or any of its Significant Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or such Borrower or any of its Significant Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against a Borrower or any of its Significant Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or

(g) Any action is undertaken to terminate any Plan as to which a Borrower, or any Subsidiary of a Borrower, may have liability, or any such Plan is terminated or such Borrower or Subsidiary withdraws from such Plan, or any Reportable Event as to any such Plan shall occur, and there shall exist a deficiency in the assets available to satisfy the benefits guaranteeable under ERISA with respect to such Plan, in the aggregate for all such Plans with respect to which any of the foregoing shall have occurred in the immediately preceding 12 consecutive months, of more than 25% of the Consolidated Net Worth of such Borrower and in the reasonable judgment of the Required Banks, such occurrence is reasonably expected to have a material adverse effect on the business, operations or condition (financial or otherwise) of the Borrowers; or

(h) Any Person shall own beneficially, directly or indirectly, 30% or more of the common stock of the Company; or any Person shall have the power, direct or indirect, to vote securities having 30% or more of the ordinary voting power for the election of directors of the Company or shall own beneficially, directly or indirectly, securities having such power, provided that there shall not be included among the securities as to which any such Person has such power to vote or which such Person so owns securities owned by such Person as nominee for the direct or indirect beneficial owner thereof or

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securities as to which such power to vote arises by virtue of proxies solicited by the management of the Company; or

(i) So long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, the guaranty in subsection 2.27 shall cease, for any reason, to be in full force and effect or any Borrower shall so assert; 

then, and in any such event, (A) if such event is an Event of Default specified in paragraph (f) above, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and the Loans shall immediately become due and payable, and (B)(1) if such event is an Event of Default specified in paragraph (a) or (e), then with the consent of the Majority Banks, the Administrative Agent may, or upon the request of the Majority Banks, the Administrative Agent shall, or (2) if such event is an Event of Default specified in paragraph (b), (c), (d), (g) or (h), then with the consent of the Required Banks, the Administrative Agent may, or upon the request of the Required Banks, the Administrative Agent shall, take either or both of the following actions: (i) by notice to the Borrowers, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) by notice of default to the Borrowers, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable.  With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.  Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder.  After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto).  Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived with respect to this Agreement by the Borrowers.

SECTION 9. THE AGENTS

9.1 Appointment.  (a)  Each Bank hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. as the Administrative Agent of such Bank under this Agreement, and each Bank hereby irrevocably authorizes JPMorgan Chase Bank, N.A. as the Administrative Agent for such Bank, to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto.

(b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto hereby agree that neither the Syndication Agent, the Documentation Agent, Lead Arrangers nor Bookrunners on the cover of this Agreement shall have any rights, duties, responsibilities or liabilities in such respective capacity under this Agreement, nor shall any such Person have the authority to take any action hereunder in its capacity as such.

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(c) Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent.

9.2 Delegation of Duties.  Each Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  Each Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3 Exculpatory Provisions.  Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable to any Bank for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement (except for its or such Person’s own gross negligence or willful misconduct as finally determined by a non-appealable judgment of a court of competent jurisdiction), or (ii) responsible in any manner to any of the Banks for any recitals, statements, representations or warranties made by the Borrowers or any officer thereof contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or for any failure of the Borrowers to perform their obligations hereunder.  No Agent shall be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrowers.

9.4 Reliance by Agents.  Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Loan, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by such Agent.  Each Agent may deem and treat the payee of any Loan as the owner thereof for all purposes except as provided in subsections 10.5(c) and 10.5(d).  Each Agent shall be fully justified in failing or refusing to take any discretionary action under this Agreement unless it shall first receive such advice or concurrence of the Majority Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Majority Banks, the Required Banks or all of the Banks (if the consent of the Majority Banks, the Required Banks or all of the Banks, respectively, is required), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

9.5 Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Bank or either Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Banks.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Majority Banks, the Required Banks or all Banks, as applicable; provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Banks.

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9.6 Non-Reliance on Agents and Other Banks.  Each Bank expressly acknowledges that neither any Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by such Agent hereafter taken, including any review of the affairs of the Borrowers, shall be deemed to constitute any representation or warranty by such Agent to any Bank.  Each Bank represents to each Agent that it has, independently and without reliance upon such Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of each Borrower and made its own decision to make its Loans hereunder and enter into this Agreement.  Each Bank also represents that it will, independently and without reliance upon each Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrowers.  Except for notices, reports and other documents expressly required to be furnished to the Banks by any Agent hereunder, such Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of a Borrower which may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7 Indemnification.  (a)  The Banks agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably (as reasonably determined by the Administrative Agent), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct.  The agreements in this subsection 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.

(b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith.  A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

9.8 Agents in their Individual Capacities.  Each Agent and its respective affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrowers as though such Agent were not an Agent hereunder.  With respect to its Loans made by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement as any Bank and may exercise the same as though it were not an Agent, and the terms “Bank” and “Banks” shall include the Administrative Agent in its individual capacity.

9.9 Successor Agents.  Each Agent may resign as Agent upon 30 days’ notice thereof to the Borrowers and the Banks.  If any Agent shall resign as Agent under this Agreement, then the Majority Banks shall appoint from among the Banks a successor agent for the Banks which successor agent shall

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be approved by the Borrowers, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

SECTION 10. MISCELLANEOUS

10.1 Amendments and Waivers.  With the written consent of the Majority Banks, the Administrative Agent and the Borrowers may, from time to time, enter into written amendments, supplements or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of the Banks or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waiving, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of this Agreement or any Default or Event of Default and its consequences; provided, however, that no such waiver, amendment, supplement or modification shall (a) extend the maturity of any Loan or Reimbursement Obligation, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the rate of any fee payable hereunder or extend the time of payment thereof, in each case, without the written consent of (i) with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby and (ii) with respect to any such change to any Bid Loan, the Bank which made such Bid Loan, or (b) change the amount of any Bank’s Commitment or the terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive any provision of this subsection 10.1 or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Bank, or (c) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; provided,  further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (e) amend, modify or waive any provision of subsections 2.23 and 2.26 (and related defined terms), or any other provision which affects the rights or duties of an Issuing Bank under this Agreement, without the written consent of each Issuing Bank, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided,  further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(c) to establish, in conjunction with the Borrowers, an alternate rate of interest.  Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the Borrowers, the Banks and the Agents.  In the case of any waiver, the Borrowers, the Banks and the Agents shall be restored to their former position and rights hereunder, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.  Anything contained in the foregoing to the contrary notwithstanding, the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may waive any of the requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in

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writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment Period.

10.2 Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing, by facsimile transmission, by telephone confirmed in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or when deposited in the mail, postage prepaid, or, in the case of facsimile transmission, when received, addressed as follows in the case of the Borrowers, the Administrative Agent, or to such address or other address as may be hereafter notified by the respective parties hereto:

The Borrowers:

The Company:	Deere & Company Attention:  Treasurer One John Deere Place Moline, Illinois  61265 Telephone:  309-765-9259 Facsimile:  309-765-0559
The Capital Corporation:	John Deere Capital Corporation Attention:  Manager 1 East First Street Suite 600 Reno, Nevada  89501 Telephone:  775-786-5527 Facsimile:  775-786-4145
JD Luxembourg:	John Deere Bank S.A. 43, avenue John F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg Facsimile: + 352 26 29 90 200
with a copy to:	Deere & Company Attention:  Treasurer One John Deere Place Moline, Illinois  61265 Telephone:  309-765-9259 Facsimile:  309-765-0559

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The Administrative Agent:	JPMorgan Chase Bank, N.A. Attention:  Ali Zigami 500 Stanton Christiana Road, NCC5, Floor 01 Newark, Delaware 19713-2107 United States Telephone:  302-634-4834 Facsimile:  302-634-8459 Email: ali.zigami@chase.com; 12012443628@TLS.LDSPROD.COM
with a copy to:	JPMorgan Chase Bank, N.A. Attention: Sean D. Bodkin 8181 Communications Pkwy Bldg B, Floor 06 Plano, Texas 75024-0239 Telephone:  972-324-1749 Email: sean.bodkin@chase.com
The Foreign Currency Agent:	J.P. Morgan Europe Limited Floor 6 25 Bank Street Canary Wharf London, E14 5JP United Kingdom Telephone: +44 20 7742 9941 Facsimile: +44 20 7777 2360 Email: loan_and_agency_london@jpmorgan.com
To any other Bank:	To it at its address (or facsimile number) set forth in its Administrative Questionnaire

provided that any notice, request or demand to or upon the Administrative Agent or the Banks pursuant to subsections 2.1, 2.2, 2.5, 2.6, 2.9, 2.11, 2.20 and 9.9 shall not be effective until received (including receipt by telephone if permitted hereby).

10.3 No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of either Borrower, the Administrative Agent or any Bank, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4 Payment of Expenses.  (a)  The Company agrees (i) to pay or reimburse the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby in such manner and in such amounts as shall be agreed to in writing by the Company and the Administrative Agent, (ii) to pay or reimburse the Administrative Agent for the reasonable fees and disbursements of counsel to the Administrative Agent incurred in connection with the

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preparation and execution of, and any amendment, supplement, modification to, this Agreement and other documents prepared in connection herewith, and the consummation of the transaction contemplated hereby and thereby, and (iii) to pay or reimburse each Bank and each Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement and any such other documents, including, without limitation, fees and disbursements of counsel to each Agent and one counsel representing the Banks; provided,  however, that, notwithstanding anything herein to the contrary, the Company shall not be required to reimburse, indemnify or otherwise make any payment pursuant to this subsection 10.4 with respect to any registration duty payable in Luxembourg upon registration of this Agreement in Luxembourg except for any Luxembourg tax payable due to a registration of the Agreement when such registration is required to maintain, preserve, establish or enforce any rights of any Agent or Bank.

(b) The Company and the Capital Corporation agree jointly and severally to indemnify and hold harmless each Agent, each Bank and each Issuing Bank and each director, officer, partner, employee, affiliate and agent thereof (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person, upon its demand, for, any losses, claims, damages, liabilities or other expenses (“Losses”) to which such Indemnified Person may become subject insofar as such Losses arise out of or in any way relate to or result from this Agreement or the extensions of credit made hereunder (including the responsibilities, duties and obligations of the Banks hereunder and their agreement to make Loans or issue Letters of Credit hereunder), including, without limitation, Losses consisting of legal or other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to the foregoing (whether or not such Indemnified Person is a party thereto); provided, that the foregoing will not apply to any Losses to the extent they result from the negligence or willful misconduct of such Indemnified Person as finally determined by a non-appealable judgment of a court of competent jurisdiction.  This indemnity agreement shall be in addition to any liability which either Borrower may otherwise have and shall be subject to the following paragraph.

(c) Promptly after receipt by an Indemnified Person under subsection 10.4(b) of written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder, such Indemnified Person will, if a claim is to be made against the Borrowers, notify the Borrowers thereof in writing; but the omission so to notify the Borrowers will not relieve the Borrowers from any liability (otherwise than under this subsection 10.4) which they may have to any Indemnified Person except as may be required or provided otherwise than under this subsection 10.4.  Thereafter, the Indemnified Person and the Borrowers shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrowers of their obligations hereunder.  In case any Indemnified Person receives written notice of any loss, claim, damage or liability in respect of which indemnity may be sought hereunder by it and it notifies the Borrowers thereof, the Borrowers will be entitled to participate therein and, to the extent that they may elect by written notice delivered to the Indemnified Person promptly after receiving the aforesaid notice from such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Person; provided,  however, that (i) if the parties against whom any loss, claim, damage or liability arises include both the Indemnified Person and a Borrower or any Subsidiary of a Borrower and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Persons which are different from or additional to those available to a Borrower or any Subsidiary of a Borrower and may conflict therewith, the Indemnified Person or Persons shall have the right to select one separate counsel for such Indemnified Person or Persons to assume such legal defenses and to otherwise participate in the defense of such loss, claim, damage or liability on behalf of such Indemnified Person or Persons and (ii) if any loss, claim, damage or liability arises out of actions brought by or for the benefit of a Borrower or any Subsidiary of a Borrower, the Indemnified Person or Persons shall have the right to select their counsel and to assume and direct the defense thereof and no Borrower shall be entitled to participate therein or assume the defense thereof.  Upon receipt of notice from the Borrowers to such Indemnified Person of their election so to

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assume the defense of such loss, claim, damage or liability and approval by the Indemnified Person of counsel, the Borrowers shall not be liable to such Indemnified Person under this subsection 10.4 for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) the Indemnified Person shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrowers shall not have employed and continued to employ counsel satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of commencement of the action or (iii) the Borrowers shall have authorized the employment of counsel for the Indemnified Person at the expense of the Borrowers.

(d) Notwithstanding any other provision contained in this subsection 10.4, (i) the Borrowers shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without their consent and (ii) after the Borrowers have assumed the defense of any loss, claim, damage or liability under the preceding paragraph with respect to any Bank, they will not settle, compromise or consent to entry of any order adjudicating or otherwise disposing thereof (1) if such settlement, compromise or order involves the payment of money damages, except if the Borrowers agree with such Bank to pay such money damages, and, if not simultaneously paid, to furnish such Bank with satisfactory evidence of their ability to pay such money damages, and, (2) if such settlement, compromise or order involves any relief against such Bank, other than the payment of money damages, except with the prior written consent of such Bank.

(e) Each party hereto waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding relating to the Agreement any special, exemplary, punitive or consequential damages.

(f) The agreements in this subsection 10.4 shall survive repayment of the Loans and all other amounts payable hereunder.

10.5 Successors and Assigns; Participations; Purchasing Banks.  (a)  This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Banks, the Agents and their respective successors and assigns (including any affiliate of an Issuing Bank that issues any Letter of Credit), except that the Borrowers may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of each Bank.

(b) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions (“Participants”) participating interests in the Loans, Commitments and other interests of such Bank hereunder.  In the event of any such sale by a Bank of participating interests to a Participant, such Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, such Bank shall remain the holder of any such Loan for all purposes under this Agreement, and the Borrowers, each Issuing Bank and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement.  Each Bank that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register to any Person other than the Borrower (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United

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States Treasury Regulations. The entries in the Participant Register shall constitute prima facie evidence (absent manifest error) of the accuracy of the information so recorded, and the Borrowers, the Administrative Agent, the Issuing Banks and the Banks may treat each Person whose name is recorded in the Participant Register as the owner of such participation recorded therein for all purposes of this Agreement.

(c) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time assign to one or more banks or other financial institutions (“Loan Assignees”) any Bid Loan or Negotiated Rate Loan or portion thereof owing to such Bank, pursuant to a Loan Assignment executed by the assignor Bank and the Loan Assignee.  Upon such execution, from and after the Transfer Effective Date specified in such Loan Assignment, the Loan Assignee shall, to the extent of the assignment provided for in such Loan Assignment and to the extent permitted by applicable law, be deemed to have the same rights and benefits with respect to such Bid Loans and Negotiated Rate Loans and the same obligation to share pursuant to subsection 10.6 as it would have had if it were a Bank hereunder; provided, that unless such Loan Assignment shall otherwise specify and a copy of such Loan Assignment shall have been delivered to the Administrative Agent for its acceptance and recording in the Register in accordance with subsection 10.5(f), the assignor Bank shall act as collection agent for the Loan Assignee, and in the case of Bid Loans, the Administrative Agent shall pay all amounts received from the relevant Borrower which are allocable to the assigned Bid Loan directly to the assignor Bank without any further liability to the relevant Loan Assignee, and, in the case of Negotiated Rate Loans, the relevant Borrower shall pay all amounts due under the assigned Negotiated Rate Loan directly to the assignor Bank without any further liability to the Loan Assignee.  At the request of any Loan Assignee, on or promptly after the Transfer Effective Date specified in such Loan Assignment, the relevant Borrower, at its own expense, shall execute and deliver to the Loan Assignee a promissory note with respect to the Bid Loans or Negotiated Rate Loans to such Loan Assignee and its registered assigns in an amount equal to the Bid Loan or Negotiated Rate Loan assigned.  Such note shall be dated the Borrowing Date in respect of such Bid Loan or Negotiated Rate Loan and shall otherwise be in the form of Exhibit L; provided,  however, that such Borrower shall not be required to execute and deliver more than an aggregate of two notes with respect to the Bid Loans of any Bank with the same Interest Period at any time outstanding.  A Loan Assignee shall not, by virtue of such Loan Assignment, become a party to this Agreement or have any rights to consent to or refrain from consenting to any amendment, waiver or other modification of any provision of this Agreement or any related document; provided, that (i) the assignor Bank and the Loan Assignee may, in their discretion, agree between themselves upon the manner in which the assignor Bank will exercise its rights under this Agreement and any related document, and (ii) if a copy of such Loan Assignment shall have been delivered to the Administrative Agent for its acceptance and recording in the Register in accordance with subsection 10.5(f), neither the principal amount of, the interest rate on, nor the maturity date of, any Bid Loan or Negotiated Rate Loan assigned to a Loan Assignee will be modified without written consent of such Loan Assignee.

(d) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, sell to any Bank or any affiliate thereof (other than a natural Person) and to one or more additional banks or other financial institutions (“Purchasing Banks”), all or any portion (subject to the last sentence of this subsection 10.5(d)) of its rights (which rights may include such Bank’s rights in respect of Loans it has disbursed) and obligations under this Agreement, with the prior written consent (such consent not to be unreasonably withheld or delayed) of (i) the Company, (ii) each Issuing Bank and (iii) the Administrative Agent.  Such sale shall be made pursuant to a Loan Assignment, executed by such Purchasing Bank and such transferor Bank (and, in the case of a Purchasing Bank that is not then a Bank or an affiliate thereof, by the Borrowers and the Administrative Agent), and delivered to the Administrative Agent for its acceptance and recording in the Register.  Upon such execution, delivery, acceptance and recording, from and after the Transfer Effective Date specified in such Loan Assignment,

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(i) the Purchasing Bank thereunder shall be a party hereto with respect to the interest purchased and, to the extent provided in such Loan Assignment, have the rights and obligations of a Bank hereunder with a Commitment as set forth therein, and (ii) the transferor Bank thereunder shall cease to have those rights and obligations under this Agreement to which the Purchasing Bank has succeeded (and, in the case of a Loan Assignment covering all or the remaining portion of a transferor Bank’s rights and obligations under this Agreement, such transferor Bank shall cease to be a party hereto).  Such Loan Assignment shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of Commitments and Commitment Percentages arising from the purchase by such Purchasing Bank of a portion of the rights and obligations of such transferor Bank under this Agreement.  On or promptly after the Transfer Effective Date specified in such Loan Assignment, the Purchasing Bank and the Administrative Agent, on behalf of such Purchasing Bank, shall open and maintain in the name of each Borrower a Loan Account with respect to such Purchasing Bank’s Committed Rate Loans and Bid Loans to such Borrower.  Anything contained in this Agreement to the contrary notwithstanding, no Bank may sell any portion of its rights and obligations under this subsection 10.5(d) to any bank or financial institution without the prior written consent (such consent not to be unreasonably withheld or delayed) of the Company if, after giving effect to such sale or at the time of such sale, as the case may be, (i) the Commitment of either of the selling and purchasing institutions would be greater than $0 but less than $5,000,000, (ii) the Purchasing Bank, together with all of its affiliates, would have a Commitment Percentage of more than 15% (or, if the Commitments shall have been terminated, such Purchasing Bank, together with all of its affiliates, would hold Loans aggregating to more than 15% in principal amount of all outstanding Loans), (iii) the Credit Rating of any Purchasing Bank shall be less than BBB+ from S&P or less than Baa1 from Moody’s or such Purchasing Bank shall have no Credit Rating or (iv) the Purchasing Bank is not a bank, insurance company, other financial institution or an affiliate of any thereof that is engaged in making, purchasing, holding or investing in bank loans or similar extensions of credit in the ordinary course of its business.

(e) The Administrative Agent shall maintain at its address referred to in subsection 10.2 a copy of each Loan Assignment delivered to it and a register (the “Register”) for the recordation of (i) the names and addresses of the Banks and the Commitment of, and principal amount (and stated interest) of the Loans (other than Negotiated Rate Loans) and L/C Obligations owing to, each Bank from time to time, and (ii) with respect to each Loan Assignment delivered to the Administrative Agent, the name and address of the Loan Assignee and the principal amount of each Bid Loan owing to such Loan Assignee.  The entries in the Register shall constitute prima facie evidence (absent manifest error) of the accuracy of the information so recorded, and the Borrowers, the Administrative Agent, each Issuing Bank and the Banks may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement.  The Register shall be available for inspection by the Company, each Issuing Bank or any Bank or Loan Assignee at any reasonable time and from time to time upon reasonable prior notice.

(f) Upon its receipt of a Loan Assignment executed by an assignor Bank and a Loan Assignee and an Administrative Questionnaire from the Loan Assignee if it is not then a Bank, together with payment to the Administrative Agent (by the assignor Bank or the Loan Assignee, as agreed between them) of a registration and processing fee of $3,500, the Administrative Agent shall (i) accept such Loan Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the assignor Bank, the Loan Assignee and the Borrowers.  Upon its receipt of a Loan Assignment executed by a transferor Bank and a Purchasing Bank (and, in the case of a Purchasing Bank that is not then a Bank or an affiliate thereof, by the Borrowers and the Administrative Agent) and an Administrative Questionnaire from the Purchasing Bank if it is not then a Bank, together with payment to the Administrative Agent (by the transferor Bank or the Purchasing Bank, as agreed between them) of a registration and processing fee of $3,500 for each Purchasing Bank listed in such Loan Assignment, the Administrative Agent shall (A) accept such Loan Assignment, (B) record the

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information contained therein in the Register and (C) give prompt notice of such acceptance and recordation to the Banks and the Borrowers.

(g) The Company authorizes each Bank to disclose to any Participant, Loan Assignee or Purchasing Bank (each, a “Transferee”) and any prospective Transferee any and all financial information in such Bank’s possession concerning the Borrowers and their Subsidiaries which has been delivered to such Bank by or on behalf of the Borrowers pursuant to this Agreement or in connection with such Bank’s credit evaluation of the Borrowers and their Subsidiaries prior to becoming a party to this Agreement, provided that with respect to confidential data or information described in subsection 10.7, such confidential data may be disclosed only to (i) a Purchasing Bank and/or (ii) any other Transferee or prospective Transferee with the Borrowers’ prior written consent, which consent shall not be unreasonably withheld with respect to prospective Participants, Participants, prospective Loan Assignees and Loan Assignees; provided,  however, that such Bank shall not disclose any such confidential data or information pursuant to this subsection 10.5(g) unless (i) it has notified the Purchasing Bank or other Transferee or potential Transferee that such data or information are confidential, such notification to be in writing if such data or information are disclosed in writing and orally if such data or information are disclosed orally, and (ii) such Purchasing Bank, Transferee or potential Transferee has agreed in writing to be bound by the provisions of subsection 10.7.

(h) If, pursuant to this subsection, any loan participation or series of loan participations is sold or any interest in this Agreement is transferred to any Transferee, the transferor Bank shall cause such Transferee, concurrently with the effectiveness of such transfer or the first transfer to occur in a series of transfers between such transferor Bank and such Transferee, to comply with subsection 2.17(c), subsection 2.17(d), subsection 2.17(e) and subsection 2.17(f) as if it were a Bank.  The Administrative Agent shall not be responsible for obtaining such documentation except from its own Transferees.

(i) Nothing in this subsection 10.5 shall prohibit any Bank from pledging or assigning its Loans to any Federal Reserve Bank in accordance with applicable law.

(j) The Borrowers, upon receipt of written notice from the relevant Bank, agree to issue Notes to any Bank requiring Notes to facilitate transactions of the type described in paragraph (i) above.

(k) Notwithstanding anything to the contrary contained herein, any Bank (a “Granting Bank”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Company, the option to provide to the Borrowers all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof.  The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank.  Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Bank).  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.  In addition, notwithstanding anything to the contrary contained in this subsection 10.5(k) any SPC may (i) with notice to, but without the prior written consent of, the Company and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting

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Bank or to any financial institutions (consented to by the Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.  This subsection 10.5(k) may not be amended without the written consent of the SPC.

10.6 Adjustments.  Except as otherwise provided in this Agreement or as otherwise provided by court order, if any Bank (a “benefitted Bank”) shall at any time receive any payment of all or part of its Committed Rate Loans or L/C Obligations, or interest thereon or commitment fee or letter of credit fee hereunder, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 8, or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank’s Committed Rate Loans or L/C Obligations, or interest thereon, or commitment fee or letter of credit fee hereunder, such benefitted Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Committed Rate Loans or L/C Obligations, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of such other Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.  The Borrowers agree that each Bank so purchasing a portion of another Bank’s Committed Rate Loans or L/C Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the direct holder of such portion.

10.7 Confidentiality.  (a)  Each of the Agents and the Banks shall, subject as hereinafter provided, keep confidential from any third party any data or information received by them from the Borrowers pursuant to this Agreement which, if provided in writing, is designated in writing as confidential, and if provided orally, is designated orally as confidential by the Borrowers except:

(i) any such data or information as is or becomes publicly available or generally known otherwise than as a result of any breach of the provisions of this subsection 10.7;

(ii) as required by law, rule, regulation or official direction or any Governmental Authority or self-regulatory body having or claiming authority or oversight over any Bank or its affiliates;

(iii) as may be necessary to protect as against the Borrowers or any of them the interests of the Banks or any of them under this Agreement;

(iv) to the extent permitted under subsection 10.5; and

(v) with respect to any Bank, to affiliates of such Bank on a need to know basis (as long as such affiliates are subject to confidentiality provisions no less restrictive than those set forth in this Agreement) and the attorneys, accountants and regulators of such Bank and such affiliates, and to each other Bank.

(b) Each of the Agents and the Banks shall use their reasonable efforts to ensure that any confidential data or information received by them from the Borrowers pursuant to this Agreement which

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is disclosed to employees of such Agent or Bank (as the case may be) or their respective affiliates pursuant to clause (a) above, is so disclosed only to the extent necessary for purpose of the administration of this Agreement and, in all cases, on the condition that such information and data shall be kept confidential except for such purpose.

(c) For the avoidance of doubt, the Agents and the Banks may provide to data service providers that serve the lending industry, including market data collectors and league table providers, and insurers to the Agents and the Banks information pertaining to this Agreement routinely provided by arrangers and lenders to such data service providers and insurers if presented in a manner that does not disclose the identity of the Borrowers.

(d) The provisions of this subsection 10.7 shall survive the payment in full of all amounts payable hereunder and the termination of this Agreement.

10.8 Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrowers and the Administrative Agent.

10.9 GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.10 Consent to Jurisdiction and Service of Process.  All judicial proceedings brought against the Borrowers with respect to this Agreement shall be brought in the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available.  The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respect.  Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction.  Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdiction.  JD Luxembourg irrevocably appoints the Company as its agent to receive process with respect to this Agreement.

10.11 WAIVERS OF JURY TRIAL.  EACH BORROWER, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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10.12 USA Patriot Act.  Each Bank hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Bank to identify the Borrowers in accordance with the Act.  The Borrowers shall promptly provide such information upon request by any Bank.

10.13 No Fiduciary Duty.  The Borrowers acknowledge and agree that (a) no fiduciary, advisory or agency relationship between the Borrowers and the Agents and the Banks is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agents and the Banks have advised or are advising the Borrowers on other matters, (b) the Agents and the Banks, on the one hand, and the Borrowers, on the other hand, have an arm's length business relationship that does not directly or indirectly give rise to, nor do the Borrowers rely on, any fiduciary duty to the Borrowers or their respective affiliates on the part of the Agents and the Banks, (c) the Borrowers are capable of evaluating and understanding, and the Borrowers understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement, (d) the Borrowers have been advised that the Agents and the Banks are engaged in a broad range of transactions that may involve interests that differ from the Borrowers’ interests and that the Agents and the Banks have no obligation to disclose such interests and transactions to the Borrowers, (e) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent the Borrowers have deemed appropriate, (f) each Agent and Bank has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, any of the Borrowers’ affiliates or any other Person and (g) none of the Agents nor Banks has any obligation to the Borrowers or their respective affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Agent or Bank and the Borrowers or any such affiliate.

10.14 Headings.  Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

10.15 Acknowledgment and Consent to Bail-In of Affected Financial Institutions.  (a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties to the Loan Documents, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i) the application of any Write-Down and Conversion Powers by a Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(ii) the effects of any Bail-In Action on any such liability, including, if applicable:

(x) a reduction in full or in part or cancellation of any such liability;

(y) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or

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other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(z) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any Resolution Authority.

(b) Each party hereto agrees that it will notify the Company and the Administrative Agent, as soon as practicable, of such party becoming the subject of a Bail-in Action, unless such notification is prohibited by law, regulation or order.

10.16 Bank ERISA Representations.  (a) Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent and each Lead Arranger and their respective affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and will be true:

(i) such Bank is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans (defined below) in connection with the Loans or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to, and all of the conditions of which are and will continue to be satisfied in connection with, such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii) (A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Bank.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) a Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent and each Lead Arranger, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that the Administrative Agent is not a fiduciary with respect to the assets of such Bank involved in such Bank’s entrance into, participation in, administration of and

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performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto or thereto).

As used in this Section, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code, to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

DEERE & COMPANY
By:	/s/ Thomas C. Spitzfaden
	Name:	Thomas C. Spitzfaden
	Title:	Vice President and Treasurer
JOHN DEERE CAPITAL CORPORATION
By:	/s/ Thomas C. Spitzfaden
	Name:	Thomas C. Spitzfaden
	Title:	Vice President and Treasurer
JOHN DEERE BANK S.A.
By:	/s/ Thomas C. Spitzfaden
	Name:	Thomas C. Spitzfaden
	Title:	Director
By:	/s/ Larry J. Gant
	Name:	Larry J. Gant
	Title:	Authorized Representative

[Signature Page to the Deere & Company 2024 Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank
By:	/s/ Sean Bodkin
	Name:	Sean Bodkin
	Title:	Vice President

[Signature Page to the Deere & Company 2024 Credit Agreement]

BANK OF AMERICA, N.A., as Syndication Agent and as a Bank
By:	/s/ Brian Lukehart
	Name:	Brian Lukehart
	Title:	Managing Director

[Signature Page to the Deere & Company 2024 Credit Agreement]

CITIBANK, N.A., as a Bank
By:	/s/ Susan Manuelle
	Name:	Susan Manuelle
	Title:	Vice President

[Signature Page to the Deere & Company 2024 Credit Agreement]

BARCLAYS BANK PLC, as a Bank
By:	/s/ Craig Malloy
	Name:	Craig Malloy
	Title:	Director

[Signature Page to the Deere & Company 2024 Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION, as a Bank
By:	/s/ Matthew W. McLaurin
	Name:	Matthew W. McLaurin
	Title:	Director

[Signature Page to the Deere & Company 2024 Credit Agreement]

MUFG Bank Ltd, as a Bank
By:	/s/ Mark Maloney
	Name:	Mark Maloney
	Title:	Authorized Signatory

[Signature Page to the Deere & Company 2024 Credit Agreement]

Royal Bank of Canada as a Bank
By:	/s/ Benjamin Lennon
	Name:	Benjamin Lennon
	Title:	Authorized Signatory

[Signature Page to the Deere & Company 2024 Credit Agreement]

THE TORONTO-DOMINION BANK, NEW YORK BRANCH as a Bank
By:	/s/ MICHAEL BOROWIECKI
	Name:	MICHAEL BOROWIECKI
	Title:	AUTHORIZED SIGNATORY

[Signature Page to the Deere & Company 2024 Credit Agreement]

Credit Agricole Corporate and Investment Bank as a Bank
By:	/s/ Gordon Yip
	Name:	Gordon Yip
	Title:	Director
By:	/s/ GARY HERZOG
	Name:	GARY HERZOG
	Title:	MANAGING DIRECTOR

[Signature Page to the Deere & Company 2024 Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH as a Bank
By:	/s/ Ming K. Chu
	Name:	Ming K. Chu
	Title:	Director
By:	/s/ Marko Lukin
	Name:	Marko Lukin
	Title:	Vice President

[Signature Page to the Deere & Company 2024 Credit Agreement]

GOLDMAN SACHS BANK USA as a Bank
By:	/s/ Ryan Durkin
	Name:	Ryan Durkin
	Title:	Authorized Signatory

[Signature Page to the Deere & Company 2024 Credit Agreement]

BNP Paribas as a Bank
By:	/s/ Tony Baratta
	Name:	Tony Baratta
	Title:	Managing Director
By:	/s/ Mike Shryock
	Name:	Mike Shryock
	Title:	Managing Director

[Signature Page to the Deere & Company 2024 Credit Agreement]

Commerzbank AG,  New York Branch as a Bank
By:	/s/ Michael W. Ravelo
	Name:	Michael W. Ravelo
	Title:	Managing Director
By:	/s/ John W. Deegan
	Name:	John W. Deegan
	Title:	Director

[Signature Page to the Deere & Company 2024 Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION as a Bank
By:	/s/ Mark H. Halldorson
	Name:	Mark H. Halldorson
	Title:	Director

[Signature Page to the Deere & Company 2024 Credit Agreement]

Banco Bilbao Vizcaya Argentaria, S.A. New York Branch as a Bank
By:	/s/ Brian Crowley
	Name:	Brian Crowley
	Title:	Managing Director
By:	/s/ Miriam Trautmann
	Name:	Miriam Trautmann
	Title:	Senior Vice President

[Signature Page to the Deere & Company 2024 Credit Agreement]

Santander Bank, N.A. as a Bank
By:	/s/ Xavier Ruiz Sena
	Name:	Xavier Ruiz Sena
	Title:	Managing Director

[Signature Page to the Deere & Company 2024 Credit Agreement]

The Bank of New York Mellon as a Bank
By:	/s/ Thomas J. Tarasovich, Jr.
	Name:	Thomas J. Tarasovich, Jr.
	Title:	Vice President

[Signature Page to the Deere & Company 2024 Credit Agreement]

SUMITOMO MITSUI BANKING CORPORATION as a Bank
By:	/s/ Jun Ashley
	Name:	Jun Ashley
	Title:	Director

[Signature Page to the Deere & Company 2024 Credit Agreement]

STANDARD CHARTERED BANK as a Bank
By:	/s/ James Beck
	Name:	James Beck
	Title:	Associate Director

[Signature Page to the Deere & Company 2024 Credit Agreement]

U.S. Bank National Associatioin as a Bank
By:	/s/ James N. DeVries
	Name:	James N. DeVries
	Title:	Senior Vice President

[Signature Page to the Deere & Company 2024 Credit Agreement]

BANK OF CHINA, CHICAGO BRANCH as a Bank
By:	/s/ Kai Wu
	Name:	Kai Wu
	Title:	Senior Vice President

[Signature Page to the Deere & Company 2024 Credit Agreement]

ICICI Bank Limited New York Branch as a Bank
By:	/s/ Akashdeep Sarpal
	Name:	Akashdeep Sarpal
	Title:	Country Head – USA ICICI Bank Limited

[Signature Page to the Deere & Company 2024 Credit Agreement]

Nordea Bank Abp, New York Branch as a Bank
By:	/s/ Leena Parker
	Name:	Leena Parker
	Title:	Senior Vice President
By:	/s/ Ola Anderssen
	Name:	Ola Anderssen
	Title:	First Vice President

[Signature Page to the Deere & Company 2024 Credit Agreement]

PNC Bank, National Association as a Bank
By:	/s/ James Phelan
	Name:	James Phelan
	Title:	Vice President

[Signature Page to the Deere & Company 2024 Credit Agreement]

SCHEDULE I

TERMS OF SUBORDINATION

“Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest, commitment fees and letter of credit fees on (a) indebtedness (including matured and contingent reimbursement obligations in respect of letters of credit) of John Deere Capital Corporation (the “Capital Corporation”) (including indebtedness of others guaranteed by the Capital Corporation), other than the indebtedness evidenced by the Securities [such term to be defined as the debt to be issued under the indenture or agreement to which this Schedule relates] and [specify any other indebtedness of the Capital Corporation (including indebtedness of others guaranteed by the Capital Corporation)], provided that indebtedness of the Capital Corporation under the credit agreement to which these Terms of Subordination are attached may not be so specified, whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed, for money borrowed, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness is not senior or prior in right of payment to the Securities, and (b) renewals, extensions, modifications and refundings of any such indebtedness.

SUBORDINATION

Section 1.  Agreement to Subordinate.

The Capital Corporation, for itself, its successors and assigns, covenants and agrees, and each holder of Securities, by such holder’s acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness.

Section 2.  Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities.

Upon any distribution of assets of the Capital Corporation upon any dissolution, winding up, liquidation or reorganization of the Capital Corporation, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Capital Corporation or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provisions reflecting the rights conferred in this Agreement upon the Senior Indebtedness and the holders thereof with respect to the Securities by a lawful plan of reorganization under applicable bankruptcy law),

(a) the holders of Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium if any) and the interest, commitment fees and letter of credit fees due on the Senior Indebtedness before the holders of the Securities are entitled to receive any payment upon the principal of (or premium, if any) or interest on indebtedness evidenced by the Securities; and

(b) any payment or distribution of assets of the Capital Corporation of any kind or character, whether in cash, property or securities, to which the holders of the Securities or any trustee therefor would be entitled except for the provisions of this Article shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under

I-2

any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest, commitment fees and letter of credit fees on the Senior Indebtedness held or represented by each holder of Senior Indebtedness, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and

(c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Capital Corporation of any kind or character, whether in cash, property or securities, shall be received by any trustee for the holders of the Securities or the holders of the Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice to any trustee for the holders of the Securities, to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness, the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Capital Corporation applicable to Senior Indebtedness until the principal of (and premium, if any) and interest on the Securities shall be paid in full and no such payments or distributions to the holders of the Securities of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall, as between the Capital Corporation, its creditors other than the holders of Senior Indebtedness, and the holders of the Securities, be deemed to be a payment by the Capital Corporation to or on account of the Securities.  It is understood that the provisions of this Article are, and are intended, solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand.  Nothing contained in this Article or elsewhere in this Agreement or in the Securities is intended to or shall impair, as between the Capital Corporation, its creditors other than the holders of Senior Indebtedness, and the holders of the Securities, the obligation of the Capital Corporation, which is unconditional and absolute, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the Securities and creditors of the Capital Corporation other than the holders of Senior Indebtedness, nor shall anything herein or in the instruments or other evidence of the Securities prevent any trustee for the holders of the Securities or the holder of any Securities from exercising all remedies otherwise permitted by applicable law upon default under this Agreement or such instrument or other evidence, subject to the rights, if any, under this Article of the holders of Senior Indebtedness in respect of cash, property or securities of the Capital Corporation received upon the exercise of any such remedy.

Section 3.  No Payment on Securities in Event of Non-Payment When Due of Senior Indebtedness.

No payment by the Capital Corporation on account of principal (or premium, if any), sinking funds, or interest on the Securities shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest and letter of credit fees and commitment fees on Senior Indebtedness has been made or duly provided for in money or money’s worth.

SCHEDULE II

COMMITMENTS

Bank	Commitment
JPMorgan Chase Bank, N.A.	$ 212,500,000
Bank of America, N.A.	$ 212,500,000
Citibank, N.A.	$ 212,500,000
Barclays Bank PLC	$ 176,562,500
HSBC Bank USA, N.A.	$ 176,562,500
MUFG Bank, Ltd.	$ 176,562,500
Royal Bank of Canada	$ 176,562,500
The Toronto-Dominion Bank, New York Branch	$ 156,250,000
Credit Agricole Corporate and Investment Bank	$ 140,625,000
Deutsche Bank AG, New York Branch	$ 140,625,000
Goldman Sachs Bank USA	$ 140,625,000
BNP Paribas	$ 93,750,000
Commerzbank AG New York Branch	$ 93,750,000
Wells Fargo Bank, National Association	$ 93,750,000
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	$ 39,062,500
Banco Santander, S.A.	$ 39,062,500
The Bank of New York Mellon	$ 39,062,500
Sumitomo Mitsui Banking Corporation	$ 39,062,500
Standard Chartered Bank	$ 39,062,500
U.S. Bank National Association	$ 39,062,500
Bank of China, Chicago Branch	$ 15,625,000
ICICI Bank Limited New York Branch	$ 15,625,000
Nordea Bank Abp, New York Branch	$ 15,625,000
PNC Bank, National Association	$ 15,625,000
TOTAL	$ 2,500,000,000

SCHEDULE III

EXISTING LETTERS OF CREDIT

None.

EXHIBIT A

[FORM OF BORROWING NOTICE]

[•], 2020

JPMorgan Chase Bank, N.A.,
 as Administrative Agent under the
   Credit Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware, 19713-2107

United States
Attention:  Ali Zigami
Telephone:  (302) 634-4834

Facsimile:  (302) 634-8459

Ladies and Gentlemen:

Pursuant to subsection 2.1(c) of the $2,500,000,000 2024 Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), the undersigned hereby requests that the following Committed Rate Loans be made on __________, 20__ as follows:

(1)	Total Amount of Committed Rate Loans		$
(2)	Requested Currency
(3)	Amount of (1) to be allocated to Eurocurrency Loans		$
(4)	Amount of (1) to be allocated to ABR Loans
(5)	Interest Periods and amounts to be allocated thereto in respect of Eurocurrency Loans (amounts must total (3)):
	(i)	one month	$
	(ii)	two months	$
	(iii)	three months	$
	(iv)	six months	$
	(v)	30 days (if Canadian Dollars requested)	$
	(vi)	60 days (if Canadian Dollars requested)	$
	(vii)	90 days (if Canadian Dollars requested)	$
Total Eurocurrency Loans			$

A-2

NOTE:    THE AMOUNT APPEARING IN LINE (1) ABOVE MUST BE AT LEAST EQUAL TO $25,000,000 AND IN A WHOLE MULTIPLE OF $5,000,000 (OR THE FOREIGN CURRENCY EQUIVALENT IN THE CASE OF FOREIGN CURRENCY LOANS) AND THE AMOUNTS APPEARING IN EACH OTHER LINE ABOVE MUST BE AT LEAST EQUAL TO $10,000,000 AND IN A WHOLE MULTIPLE OF $1,000,000 (OR THE FOREIGN CURRENCY EQUIVALENT IN THE CASE OF FOREIGN CURRENCY LOANS).

Terms defined in the Credit Agreement shall have the same meanings when used herein.

Very truly yours, [DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION] [JOHN DEERE BANK S.A.]
By:
	Name:
	Title:

EXHIBIT B

[FORM OF BID LOAN REQUEST]

_______, 20__

JPMorgan Chase Bank, N.A.,
 as Administrative Agent under the Credit
   Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware, 19713-2107

United States
Attention:  Ali Zigami
Telephone:  (302) 634-4834

Facsimile:  (302) 634-8459

Ladies and Gentlemen:

Reference is made to the $2,500,000,000 2024 Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

This is an [Index Rate] [Absolute Rate] Bid Loan Request pursuant to subsection 2.2 of the Credit Agreement requesting quotes for the following Bid Loans:

Aggregate Principal Amount	$_____________	$____________	$____________
Borrowing Date	_____________	____________	____________
Interest Period	_____________	____________	____________
Maturity Period	_____________	____________	____________
Interest Payment Dates	_____________	____________	____________
Interest Rate Basis	360 day year

B-2

NOTE: THE AGGREGATE PRINCIPAL AMOUNTS APPEARING ABOVE MUST BE IN THE AGGREGATE AT LEAST EQUAL TO $25,000,000 AND IN A WHOLE MULTIPLE OF $5,000,000.

Very truly yours, [DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION]
By:
	Name:
	Title:

Note: Pursuant to the Credit Agreement, a Bid Loan Request may be transmitted by facsimile transmission, or by telephone, immediately confirmed by facsimile transmission.  In any case, a Bid Loan Request shall contain the information specified in the second paragraph of this form.

EXHIBIT C

[FORM OF BID LOAN OFFER]

_______, 20__

JPMorgan Chase Bank, N.A.,

as Administrative Agent

under the Credit Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware, 19713-2107

United States
Attention:  Ali Zigami
Telephone:  (302) 634-4834

Facsimile:  (302) 634-8459

Ladies and Gentlemen:

Reference is made to the $2,500,000,000 2024 Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

In accordance with subsection 2.2 of the Credit Agreement, the undersigned Bid Loan Bank offers to make Bid Loans thereunder in the following amounts with the following maturity dates:

Borrowing Date:  _________________, 20__

Aggregate Maximum Amount:  $________

C-2

Maturity Date 1:	Maturity Date 2:	Maturity Date 3:
Maximum Amount   $_____	Maximum Amount  $_______	Maximum Amount  $______
Rate* ____Amount  $______	Rate* ____Amount  $______	Rate* ___Amount   $_______
Rate* ____Amount  $______	Rate* ____Amount  $______	Rate* ___Amount   $_______

Very truly yours,
[NAME OF BID LOAN BANK]
By:
	Name:
	Title:
	Telephone:
	Facsimile:

*  If Index Rate Bid Loan, insert percentage above or below Eurocurrency Rate.

EXHIBIT D

[FORM OF BID LOAN CONFIRMATION]

_______, 20__

JPMorgan Chase Bank, N.A.,

as Administrative Agent
   under the Credit Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware, 19713-2107

United States
Attention:  Ali Zigami
Telephone:  (302) 634-4834

Facsimile:  (302) 634-8459

Ladies and Gentlemen:

Reference is made to the $2,500,000,000 2024 Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

In accordance with subsection 2.2 of the Credit Agreement, the undersigned accepts and confirms the offers by Bid Loan Bank(s) to make Bid Loans to the undersigned on ______________, 20__ [Borrowing Date] under said subsection 2.2 in the (respective) amount(s) set forth on the attached list of Bid Loans offered.

Very truly yours, [DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION]
By:
	Title:

[Borrower to attach Bid Loan Offer list prepared by Administrative Agent with accepted amount entered by the Borrower to right of each Bid Loan Offer].

EXHIBIT E

[FORM OF ASSIGNMENT AND ASSUMPTION]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an affiliate/Approved Fund of [identify Bank]1]
3.	Borrower(s):
4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement
5.	Credit Agreement:	The $2,500,000,000 2024 Credit Agreement dated as of March 30, 2020 among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the

1 Select as applicable.

E-2

		other agents parties thereto
6.	Assigned Interest:

Facility Assigned2	Aggregate Amount of Commitment/Loans for all Banks	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans3
	$	$	%
	$	$	%
	$	$	%

Effective Date:   ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information  (which may contain material non-public information about the Borrowers and their affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
NAME OF ASSIGNOR
By:
	Title:
ASSIGNEE
NAME OF ASSIGNEE
By:
	Title:

2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment” or “L/C Commitment”).

3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Banks.

[Consented to and]4 Accepted:
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By:
	Title:
[Consented to:]5
DEERE & COMPANY
By:
	Title:

4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

5 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.

ANNEX 1

$2,500,000,000 2024 Credit Agreement dated as of March 30, 2020 (the “Credit Agreement”) among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other agents parties thereto

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.  Representations and Warranties.

1.1   Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of the Borrowers, any of their respective Subsidiaries or affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by each Borrower, any of their Subsidiaries or affiliates or any other Person of any of their respective obligations under the Credit Agreement.

1.2.  Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Bank, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank and (v) if it is a Non-U.S. Bank, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank.

2.   Payments.    From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.  General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and

I-2

Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT F

[RESERVED]

EXHIBIT G

[FORM OF OPINION OF GENERAL COUNSEL TO THE COMPANY]

[Closing Date]

To each of the Banks parties to
the Credit Agreement referred to
below and to JPMorgan Chase
Bank, N.A., as Administrative Agent

Deere & Company and

John Deere Capital Corporation

2024 Credit Agreement

Ladies and Gentlemen:

This opinion is furnished to you pursuant to subsection 4.1(c) of the $2,500,000,000 2024 Credit Agreement dated as of March 30, 2020 (the “Credit Agreement”) among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation” and, together with the Company, the “U.S. Borrowers”) and John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Terms defined in the Credit Agreement and not otherwise defined in this opinion are used herein as defined in the Credit Agreement.

I am General Counsel of the Company and have also acted as counsel for the Capital Corporation in this matter.  I am familiar with the corporate history and organization of each U.S. Borrower and of its Subsidiaries and the proceedings relating to the authorization, execution and delivery by each U.S. Borrower of the Credit Agreement.  In that connection I have examined or caused to have examined:

1.  The Credit Agreement;

2.  The documents furnished by each of the U.S. Borrowers pursuant to Section 4 of the Credit Agreement;

3.  The Certificates of Incorporation of the U.S. Borrowers and all amendments thereto (the “Charters”);

4.  The bylaws of the U.S. Borrowers and all amendments thereto (the “Bylaws”); and

5.  Certificates of the Secretary of State of Delaware, each dated a recent date, attesting to the continued corporate existence and good standing of the U.S. Borrowers in that State.

In addition, I have reviewed or caused to have reviewed such of the corporate proceedings of the U.S. Borrowers, and have examined or caused to have examined such documents, corporate records, and other instruments relating to the organization of the U.S. Borrowers and their respective Subsidiaries and such other agreements and instruments to which the U.S. Borrowers and their respective Subsidiaries are parties, as I consider necessary as a basis for the opinions hereinafter

G-2

expressed.  I have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Banks, the Administrative Agent, the Syndication Agent, and the Documentation Agent, and the authenticity of all documents submitted to me as originals and the conformity to the original documents of all documents submitted to me as certified, conformed or photostatic or electronic copies.

I am qualified to practice law in the State of Illinois and the State of Iowa and do not purport to be an expert on, and do not express any opinion herein concerning, any laws other than the laws of the State of Illinois and the State of Iowa, the General Corporation Law of the State of Delaware and the Federal laws of the United States.

Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion:

1.  Each of the Company and the Capital Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business as now being conducted and to own its properties.

2.  The execution, delivery and performance by each U.S. Borrower of the Credit Agreement are within such U.S. Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene, or constitute a default under the Charter or the Bylaws of such U.S. Borrower, any judgment, law, rule or regulation applicable to such U.S. Borrower, or any Contractual Obligation by which such U.S. Borrower is bound or (ii) result in the creation of any lien, charge or encumbrance upon any of its property or assets.  The Credit Agreement has been duly executed and delivered on behalf of each U.S. Borrower.

3.  No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by each U.S. Borrower of the Credit Agreement.

4.  There is no pending or, to the best of my knowledge, threatened action or proceeding against either U.S. Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator which is likely to have a materially adverse effect upon the financial condition or operations of such U.S. Borrower and its Subsidiaries taken as a whole.

A copy of this opinion letter may be delivered by any of you to any person that becomes a Bank in accordance with the provisions of the Credit Agreement.  Any such person may rely on the opinions expressed above as if this opinion letter were addressed and delivered to such person on the date hereof.

This opinion letter is rendered to you in connection with the transactions contemplated by the Credit Agreement.  This opinion letter may not be relied upon by you or any person entitled to rely on this opinion pursuant to the preceding paragraph for any other purpose without my prior written consent.

This opinion letter speaks only as of the date hereof.  I expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development or circumstance

G-3

may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter.

Very truly yours,

Mary K.W. Jones

EXHIBIT H

[FORM OF ENFORCEABILITY OPINION OF SPECIAL NEW YORK COUNSEL

TO THE BORROWERS]

[Closing Date]

To the Agent
and each of the Lenders under the
Credit Agreement (referred to below)
on the date hereof:

Re: $2,500,000,000 2024 Credit Agreement dated as of March 30, 2020, by and among Deere & Company, a Delaware corporation (the “Company”), John Deere Capital Corporation, a Delaware corporation (the “Capital Corporation”), John Deere Bank S.A., a public limited company organized under the laws of Luxembourg (“JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), the financial institutions from time to time party thereto as lenders (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent for the Lenders (in such capacity, the “Agent”) and the other parties thereto (such credit agreement herein referred to as the “Credit Agreement”)

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as counsel to and at the request of the Borrowers in respect of the Credit Agreement.

The opinions expressed herein are being provided pursuant to Section4.1(c) of the Credit Agreement.  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (with references herein to the Credit Agreement and each document defined therein meaning the Credit Agreement and each such document as executed and delivered on the date hereof).  The Lenders and the Agent are sometimes referred to in this opinion letter as “you”.

In connection with the preparation of this letter, we have, among other things, reviewed executed counterparts of the Credit Agreement.

Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this opinion letter, we advise you, and with respect to each legal issue addressed in this opinion letter, it is our opinion, that (a) the Credit Agreement is a valid and binding obligation of each Borrower that is a party thereto and is enforceable against such Borrower in accordance with its terms and (b) the guarantee by the Capital Corporation pursuant to Section 2.27 of the Credit Agreement is a valid and binding obligation of the Capital Corporation and is enforceable against the Capital Corporation in accordance with its terms.

With your consent, we have assumed for purposes of this letter and the opinions herein:

(a) that each document we have reviewed for purposes of this letter is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine, and that all natural persons who have signed any document have the legal capacity to do so;

I-2

(b) that the Credit Agreement and every other agreement we have examined for purposes of this letter has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and binding obligation of each party to that document, enforceable against each such party in accordance with its respective terms and that each such party has satisfied all legal requirements that are applicable to such party to the extent necessary to entitle such party to enforce such agreement and that each party to the Credit Agreement is in good standing and duly incorporated or organized under the laws of its jurisdiction of organization except we do not assume in this paragraph (b) that the Credit Agreement is a valid and binding obligation enforceable in accordance with its terms against the Borrowers;

(c) there are no agreements or understandings among the parties, written or oral (other than the Credit Agreement), and there is no usage of trade or course of prior dealing among the parties that would, in either case define, supplement or qualify the terms of the Credit Agreement; and

(d) that the status of the Credit Agreement as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

In preparing this letter, we have relied without any independent verification upon: (i) information contained in certificates obtained from governmental authorities; (ii) factual information represented to be true in the Credit Agreement; (iii) factual information provided to us in a support certificate signed by each of the Borrowers; and (iv) factual information we have obtained from such other sources as we have deemed reasonable; and we have examined the originals or copies certified to our satisfaction, of the Credit Agreement and other corporate records of the Borrowers as we deem necessary for or relevant to our opinions.  We have assumed without investigation that the information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading.

The terms “knowledge,” “actual knowledge” and “aware” whenever used in this letter with respect to our firm mean conscious awareness at the time this letter is delivered on the date it bears by the lawyers with Kirkland & Ellis LLP at that time who spent substantial time representing the Borrower in connection with the Credit Agreement (herein called our “Designated Transaction Lawyers”).

Our opinion (an “enforceability opinion”) in this letter that any particular contract is a valid and binding obligation or is enforceable in accordance with its terms is subject to: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and judicially developed doctrines in this area such as substantive consolidation and equitable subordination; (ii) the effect of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (iii) an implied covenant of good faith and fair dealing; and (iv) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations.  “General principles of equity” include but are not limited to: principles limiting the availability of specific performance and injunctive relief; principles which limit the availability of a remedy under certain circumstances where another remedy has been elected; principles requiring reasonableness, good faith and fair dealing in the performance and enforcement of an agreement by the party seeking enforcement; principles which may permit a party to cure a material failure to perform its obligations; and principles affording equitable defenses such as waiver, laches and estoppel.

Our enforceability opinion is also subject to the qualification that certain provisions of the Credit Agreement may not be enforceable in whole or in part, although the inclusion of such provisions does not render the Credit Agreement invalid, and the Credit Agreement and the law of the State of New York contain adequate remedial provisions for the practical realization of the rights and benefits afforded thereby.

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Our enforceability opinion is further subject to the effect of rules of law that may render guaranties or other similar instruments or agreements unenforceable under circumstances where your actions, failures to act or waivers, amendments or replacement of the Credit Agreement (i) so radically change the essential nature of the terms and conditions of the guaranteed obligations and the related transactions that, in effect, a new relationship has arisen between you and the Borrowers which is substantially and materially different from that presently contemplated by the Credit Agreement, (ii) release the primary obligor, or (iii) impair the guarantor’s recourse against the primary obligor.

We also express no opinion regarding the enforceability of any so-called “fraudulent conveyance” or “fraudulent transfer savings” clauses and any similar provisions in the Credit Agreement to the extent such provisions purport to limit the amount of the obligations of any party or the right to contribution of any other party with respect to such obligations.

We render no opinion regarding the validity, binding effect or enforceability of the Credit Agreement with respect to any Borrower to the extent the Credit Agreement involves any obligation (including any guaranty) of such Borrower with respect to any “swap” (as such term is defined in the Commodity Exchange Act) if such Borrower is not an “eligible contract participant” (as such term is defined in the Commodity Exchange Act) at the time such obligation is incurred by such Borrower.

We render no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for other than the internal laws of the State of New York, and without limiting the foregoing, we expressly disclaim any opinion as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of Federal preemption or otherwise) which may be applicable to the transactions contemplated by the Credit Agreement.

Nothing contained in this letter covers or otherwise addresses any of the following types of provisions which may be contained in the Credit Agreement:

(i) provisions mandating contribution towards judgments or settlements among various parties;

(ii) waivers of benefits and rights to the extent they cannot be waived under applicable law;

(iii) provisions providing for penalties, liquidated damages, acceleration of future amounts due (other than principal) without appropriate discount to present value, late charges, prepayment charges, interest upon interest, or increased interest rates upon default;

(iv) provisions which might require indemnification or contribution in violation of general principles of equity or public policy, including, without limitation, indemnification or contribution obligations which arise out of the failure to comply with applicable state or federal securities laws;

(v) agreements to submit to the jurisdiction of any particular court or other governmental authority (either as to personal or subject matter jurisdiction); provisions restricting access to courts; waiver of service of process requirements which would otherwise be applicable; waiver of the right to a jury trial and provisions otherwise purporting to affect the jurisdiction and venue of courts;

(vi) choice-of-law provisions;

(vii) provisions regarding arbitration;

(viii) covenants not to compete;

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(ix) provisions that authorize you to set off and apply any deposits at any time held, and any other indebtedness at any time owing, by you to or for the account of the Borrowers, or

(x) requirements in the Credit Agreement specifying that provisions thereof may only be waived in writing.

Except as expressly otherwise set forth in this letter, our advice on every legal issue addressed in this letter is based exclusively on the internal laws of the State of New York or the Federal law of the United States which, in each case, in our experience is generally applicable both to general business organizations which are not engaged in regulated business activities and to transactions of the type contemplated in the Credit Agreement, on the one hand, and you, on the other hand (but without our having made any special investigation as to any other laws), except that we express no opinion or advice as to any law or legal issue (a) which might be violated by any misrepresentation or omission or a fraudulent act, or (b) to which any Borrower may be subject as a result of your legal or regulatory status, your sale or transfer of the Loans or interests therein or your involvement in the transactions contemplated by the Credit Agreement.

None of the opinions or other advice contained in this letter considers or covers: (i) any federal or state securities (or “blue sky”) laws or regulations or Federal Reserve Board margin regulations or (ii) federal or state antitrust and unfair competition laws and regulations, pension and employee benefit laws and regulations, compliance with fiduciary duty requirements, federal and state environmental, land use and subdivision, tax, racketeering (e.g., RICO), health and safety (e.g., OSHA), and labor laws and regulations, federal and state laws, regulations and policies concerning national and local emergency, possible judicial deference to acts of sovereign states and criminal and civil forfeiture laws, and other federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes).

We also express no opinion regarding any laws relating to terrorism or money laundering, including Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) (the “Terrorism Executive Order”) or any related enabling legislation or any other similar executive order (collectively with the Terrorism Executive Order, the “Executive Orders”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”), any sanctions and regulations promulgated under authority granted by the Trading with the Enemy Act, 50 U.S.C. App. 1-44, as amended from time to time, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, as amended from time to time, the Iraqi Sanctions Act, Publ. L. No. 101-513; United Nations Participation Act, 22 U.S.C. § 287c, as amended from time to time, the International Security and Development Cooperation Act, 22 U.S.C. § 2349 aa-9, as amended from time to time, The Cuban Democracy Act, 22 U.S.C. §§ 6001-10, as amended from time to time, The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 2332d and 2339b, as amended from time to time, and The Foreign Narcotics Kingpin Designation Act, Publ. L. No. 106-120, as amended from time to time.

We express no opinion as to what law might be applied by any other courts to resolve any issue addressed in this letter.  We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.

This opinion letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which our Designated Transaction Lawyers did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any of our opinions, or for any other reason.

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You may rely upon this letter only for the purpose served by the provision in the Credit Agreement cited in the second paragraph of this opinion letter in response to which it has been delivered.  Without our written consent:  (i) no person other than you may rely on this opinion letter for any purpose; (ii) this opinion letter may not be cited or quoted in any financial statement, prospectus, private placement memorandum or other similar document; (iii) this opinion letter may not be cited or quoted in any other document or communication which might encourage reliance upon this opinion letter by any person or for any purpose excluded by the restrictions in this paragraph; and (iv) copies of this opinion letter may not be furnished to anyone for purposes of encouraging such reliance.  Notwithstanding the foregoing, financial institutions which subsequently become Lenders in accordance with the terms of Section 10.5 of the Credit Agreement may rely on this opinion letter as of the time of its delivery on the date hereof as if this letter were addressed to them.

Sincerely,

KIRKLAND & ELLIS LLP

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EXHIBIT I

[FORM OF EXTENSION REQUEST]

____________________, 20__

JPMorgan Chase Bank, N.A.,
 as Administrative Agent
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware, 19713-2107

United States
Attention:  Ali Zigami
Telephone:  (302) 634-4834

Facsimile:  (302) 634-8459

Ladies and Gentlemen:

Reference is made to the $2,500,000,000 2024 Credit Agreement, dated as of March 30, 2020, among Deere & Company, John Deere Capital Corporation, John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

This is an Extension Request pursuant to subsection 2.16 of the Credit Agreement requesting an extension of the Termination Date to [INSERT REQUESTED TERMINATION DATE].  Please transmit a copy of this Extension Request to each of the Banks.

Very truly yours,
DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:

EXHIBIT J

[FORM OF W-8BEN-E TAX LETTER]

[To be sent in DUPLICATE and accompanied

by TWO executed copies of Form W-8BEN-E of

the Internal Revenue Service]

[Bank’s Letterhead]

________________, 20__

Deere & Company
One John Deere Place
Moline, Illinois  61265
Attention:  Treasurer

John Deere Capital Corporation
First National Bank Building
1 East First Street
Reno, Nevada  89501
Attention:  Manager

[John Deere Bank S.A.

43, avenue John F. Kennedy

L-1855 Luxembourg

Grand Duchy of Luxembourg

Attention: ]

Re:  $2,500,000,000 2024 Credit Agreement
dated as of March 30, 2020 with Deere &
Company, and John Deere Capital Corporation and John Deere Bank S.A.

Ladies and Gentlemen:

In connection with the $2,500,000,000 2024 Credit Agreement, dated as of March 30, 2020, among Deere & Company, John Deere Capital Corporation, John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, we hereby represent and warrant that [name of Bank, address] is a [name of Country] corporation and is currently exempt from any U.S. federal withholding tax on payments to it from U.S. sources by virtue of compliance with the provisions of the Income Tax Convention between the United States and [name of Country] signed [date], [as amended].  Our fiscal year is the twelve months ending [________________].

The undersigned (a) is a [corporation] organized under the laws of [_______] whose [registered] business is managed or controlled in [_______], (b) [does not have a permanent establishment or fixed base in the United States] [does have a permanent establishment or fixed base in the United States but the above Agreement is not effectively connected with such permanent establishment or fixed base], (c) is not exempt from tax on the income in [_______] and (d) is the beneficial owner of the income.

J-2

We enclose herewith two copies of Form W-8BEN-E of the U.S. Internal Revenue Service.

Yours faithfully,
[NAME OF BANK]
By:
	Title:

cc: JPMorgan Chase Bank, N.A., as Administrative Agent

EXHIBIT K

[FORM OF W-8ECI TAX LETTER]

[To be sent in DUPLICATE and accompanied

by TWO executed copies of Form W-8ECI of

the Internal Revenue Service]

[Bank’s Letterhead]

______________, 20__

Deere & Company
One John Deere Place
Moline, Illinois  61265
Attention:  Treasurer

John Deere Capital Corporation
First National Bank Building
1 East First Street
Reno, Nevada  89501
Attention:  Manager

[John Deere Bank S.A.
43, avenue John F. Kennedy

L-1855 Luxembourg

Grand Duchy of Luxembourg

Attention:]

Re:  $2,500,000,000 2024 Credit Agreement
dated as of March 30, 2020 with Deere &
Company, and John Deere Capital Corporation and John Deere Bank S.A.

Ladies and Gentlemen:

In connection with the above $2,500,000,000 2024 Credit Agreement, dated as of March 30, 2020, among Deere & Company, John Deere Capital Corporation, John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, we hereby represent and warrant that [name of Bank, address] is a [corporation] and is entitled to exemption from U.S. federal withholding tax on payments to it under the Agreement by virtue of Section 1441(c)(1) of the Internal Revenue Code of the United States of America and Treasury Regulation Section 1.1441-4(a) thereunder.

K-2

We enclose herewith two copies of Form W-8ECI of the U.S. Internal Revenue Service.

Yours faithfully,
[NAME OF BANK]
By:
	Title:

cc: JPMorgan Chase Bank, N.A., as Administrative Agent

EXHIBIT L

[FORM OF REPLACEMENT BANK AGREEMENT]

THIS AGREEMENT, dated as of _____, 20__ (“Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”) ____________ (“New Bank”) and JPMorgan Chase Bank, N.A., as Administrative Agent for the Existing Banks referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Capital Corporation, JD Luxembourg, the several financial institutions parties thereto (the “Existing Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent are parties to the $2,500,000,000 2024 Credit Agreement, dated as of March 30, 2020 (as the same may have been or may hereafter be amended, supplemented or otherwise modified, the “Credit Agreement”; terms defined therein being used herein as therein defined);

WHEREAS, subsection 2.19 of the Credit Agreement provides that one or more financial institutions (which may be Existing Banks) may be added as a “Bank” or “Banks” for purposes of the Credit Agreement upon the cancellation of all or a portion of the Commitments pursuant to subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) of the Credit Agreement or the expiration of all or a portion of the Commitments pursuant to subsection 2.16(b) of the Credit Agreement or upon a Defaulting Bank becoming a Cancelled Bank and the execution of an agreement in substantially the form of this Agreement;

WHEREAS, the Borrowers have cancelled or there have expired an aggregate principal amount of Commitments equal to $______which have not heretofore been replaced (the “Cancelled Commitments”; the Banks that are maintaining or have maintained the Cancelled Commitments being collectively referred to as “Cancelled Banks”); such Cancelled Commitments being on the date hereof, or on the date of notice of cancellation hereof having been, utilized as follows:

Principal Amount		Last day of Interest Period
I	Unused Portion	N/A
II	Committed Rate Loans
Eurocurrency Loans
	1
	2
	3

L-2

	ABR Loans	N/A
III	Bid Loans
	1
	2
	3
IV	Negotiated Rate Loans
	1
	2
	3

WHEREAS, the cancellation of the Cancelled Commitments is effective in accordance with the Credit Agreement; and

WHEREAS, [the Borrowers desire the New Bank to become, and the New Bank is agreeable, to becoming, a “Bank” for purposes of the Credit Agreement] [the New Bank is an Existing Bank and the Borrowers desire the New Bank to increase, and the New Bank is agreeable to increasing, its Commitment]* on the terms contained herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1.  Benefits of Agreement.  The Borrowers, the Administrative Agent and the New Bank hereby [agree that on and as of the date hereof the New Bank shall be] [confirm that the New Bank is] a “Bank” for all purposes and shall [continue to] be bound by and entitled to the benefits of the Credit Agreement [as if the New Bank had been named on the signature pages thereof], provided that the New Bank shall not assume and shall, except as herein provided, have no obligations in respect of any Loans outstanding on the date hereof and made by any [Existing Bank.] [Cancelled Bank.]*

2.  Commitment of New Bank.  The Borrowers, the Administrative Agent and the New Bank hereby agree that on and as of the dates set forth below the New Bank shall replace, as specified herein, _% (such percentage being referred to as the New Bank’s “Percentage”) of each utilization of the Cancelled Commitments [set forth in the third recital hereof] [set forth under the caption “Committed Rate Loans”] and that the aggregate Commitment of the New Bank shall on and as of the date hereof be $_____**.  In connection therewith, the Borrowers, the Administrative Agent and the New Bank hereby agree as follows***:

(i)  for purposes of determining such New Bank’s pro rata share of each Committed Rate Loan borrowing advanced on or after the date hereof such Bank’s Commitment shall be equal to $[same as above];

*** As appropriate for New or Existing Banks.

*** Insert amount equal to sum of New Bank’s existing Commitment, if any, plus New Bank’s Percentage of Cancelled Commitments.

*** The following clauses (ii)-(iii) may be altered to reflect the agreements among the Cancelled Bank, the New Bank and the Borrowers provided such agreements do not adversely affect any Existing Bank or the Administrative Agent.

L-3

(ii)  the unused and available portion of such New Bank’s Commitment shall be deemed utilized by its Percentage of the Committed Rate Loans made by the Cancelled Banks and listed in the third recital hereof.  In furtherance thereof, the unused and available portion of such New Bank’s Commitment shall, on the earlier of (x) the last day of each Interest Period specified for each outstanding Committed Rate Loan in the third recital hereof (and the payment in full to the Cancelled Banks of the principal thereof and accrued interest thereon) and (y) the prepayment of the principal of such Loans together with accrued interest thereon, automatically and without any further action by any party increase by an amount equal to the New Bank’s Percentage of such Loan; and

(iii)  [(A)]  [concurrently with the execution hereof the New Bank shall disburse to each Borrower in immediately available funds such amount as shall be necessary so that the ratio which each Bank’s outstanding ABR Loans bears to all of the outstanding ABR Loans equals the ratio which each Bank’s Commitment (determined, for the New Bank, in accordance with clause (i) above) bears to all of the Commitments (determined, for the New Bank, in accordance with the immediately foregoing parenthetical);]

[(B)] [on the last day of each Interest Period for each outstanding Eurocurrency Loan, automatically and without any further action by either Borrower, the New Bank shall disburse to each Borrower in immediately available funds such amounts as shall be necessary so that the ratio which each Bank’s outstanding Eurocurrency Loans, bears to all of the outstanding Eurocurrency Loans, equals the ratio which each Bank’s Commitment (determined, for the New Bank, in accordance with clause (i) hereof) bears to all of the Commitments (determined, for the New Bank, in accordance with the immediately foregoing parenthetical);]

[(C)] [Funding of outstanding Bid Loans of Cancelled Banks]*

[(D)] [Funding of outstanding Negotiated Rate Loans of Cancelled Banks].*

3.  Representation and Warranty of Borrowers.  The Borrowers hereby represent and warrant that after giving effect to the provisions of paragraph 2 hereof the aggregate principal amount of the Commitments of all Banks (including, without limitation, the Commitment of the New Bank but excluding the cancelled or expired portion of the Commitments of the Cancelled Banks) under the Credit Agreement do not exceed the aggregate principal amount of the Commitments in effect immediately prior to the cancellation referred to in the third recital hereof.

4.  Confidentiality.  The New Bank agrees to [continue to] be bound by the provisions of subsection 10.7 of the Credit Agreement.

[5.  Taxes.  The New Bank (i) represents to the Administrative Agent and the Borrowers that [it is incorporated under the laws of the United States or a state thereof][under applicable law and treaties no taxes will be required to be withheld by the Administrative Agent or the Borrowers with respect to any payments to be made to such New Bank in respect of the Loans], (ii) represents that it has furnished to the Administrative Agent and the Borrowers (A) [a statement that it is incorporated under the laws of the United States or a state thereof][a letter in duplicate in the form of Exhibit [J][K] to the Credit Agreement and two duly completed copies of United States Internal Revenue Service Form [W-8BEN-E] [W-8ECI] [successor applicable form], certifying that such New Bank is entitled to receive payments under the Credit Agreement without deduction or withholding of any United States federal income taxes], and (B) [an Internal Revenue Service Form [W-8BEN-E] [successor applicable form] to establish an

* To be completed upon agreement of Borrowers and New Bank.

L-4

exemption from United States backup withholding tax, and (iii) agrees to provide the Administrative Agent and the Borrowers a new Form [W-8BEN-E] and Form [W-8ECI], or successor applicable form or other manner of certification, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it, certifying in the case of a Form [W-8BEN-E] [W-8ECI] that it is entitled to receive payments under the Credit Agreement without deduction or withholding of any United States federal income tax, and in the case of a Form [W-8BEN-E] establishing exemption from United States backup withholding tax.]*

[5][6].  Miscellaneous.  (a)  This Agreement may be executed by the parties hereto in separate counterparts and all of the counterparts taken together shall constitute one and the same instrument and shall be effective only upon receipt by the Administrative Agent of all of the counterparts.

(b)  This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

* Use for non-Existing Banks.

L-5

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above written.

DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:
[NAME OF NEW BANK]
By:
	Title:
	[Address]
	Telephone:
	Facsimile:
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By:
	Title:

EXHIBIT M

[FORM OF BID LOAN OR NEGOTIATED RATE LOAN NOTE]

PROMISSORY NOTE

$__________	New York, New York
	___________ __, 20__

FOR VALUE RECEIVED, the undersigned, [DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION], a Delaware corporation (the “Borrower”), hereby promises to pay on [insert maturity date or dates] to ________________ or registered assigns (the “Bank”) at the office of [JPMorgan Chase Bank, N.A. located at 383 Madison Avenue, New York, New York 10179 ‑‑ for Bid Loan Note] [Name and address of Bank ‑‑ for Negotiated Rate Loan Note], in lawful money of [the United States of America] and in immediately available funds, the principal sum of ______________[DOLLARS ($____________)].  The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the date hereof [at the rate of ___% per annum ‑‑ for Bid Loan Note] [specify rate for Negotiated Rate Loan Note] (calculated on the basis of a year of 360 days and actual days elapsed) until the due date hereof (whether at the stated maturity, by acceleration, or otherwise) and thereafter at the rates determined or agreed in accordance with subsection 2.2(e) of the $2,500,000,000 2024 Credit Agreement, dated as of March 30, 2020 (the “Credit Agreement”), among the Borrower, [Deere & Company] [John Deere Capital Corporation], John Deere Bank S.A., the Bank, the other financial institutions parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Interest shall be payable on _______________.  This Note may be prepaid pursuant to the provisions of subsection 2.6 of the Credit Agreement.

This Note is one of the [Bid] [Negotiated Rate Loan] Notes referred to in, is subject to and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement.

Terms defined in the Credit Agreement are used herein with their defined meanings unless otherwise defined herein.  This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION]
By:
	Title:

EXHIBIT N

FORM OF

NEW BANK SUPPLEMENT

SUPPLEMENT, dated _______ __, to the $2,500,000,000 2024 Credit Agreement (as in effect on the date hereof, the “Credit Agreement”) dated as of March 30, 2020, among Deere & Company (the “Company”), John Deere Capital Corporation, John Deere Bank S.A., the banks and other financial institutions from time to time party thereto (each a “Bank,” and together, the “Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Banks, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Unless the context otherwise requires, all capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Credit Agreement provides in subsection 2.20 thereof that any bank or financial institution, although not originally a party thereto, may become a party to the Credit Agreement in accordance with the terms thereof by executing and delivering to the Borrowers and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this New Bank Supplement; and

WHEREAS, the undersigned was not an original party to the Credit Agreement but now desires to become a party thereto;

NOW, THEREFORE, the undersigned hereby agrees as follows:

The undersigned agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date this New Bank Supplement is accepted by the Borrowers and the Administrative Agent, become a Bank for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment of $__________________.

The undersigned (a) represents and warrants that it is legally authorized to enter into this New Bank Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this New Bank Supplement; (c) agrees that it has made and will, independently and without reliance upon any Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank including, without limitation, its obligation pursuant to subsection 2.17(c), subsection 2.17(d) and subsection 2.17(e) of the Credit Agreement.

The undersigned’s address for notices for the purposes of the Credit Agreement is as follows:

Attention:

Fax:

IN WITNESS WHEREOF, the undersigned has caused this New Bank Supplement to be executed and delivered by a duly authorized officer on the date first above written.

[NAME OF NEW BANK]
By:
	Title:

Accepted this _____ day of
______________, 20__

DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:

Accepted this _____ day of
______________, 20__

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
	Title:

EXHIBIT O

FORM OF

COMMITMENT INCREASE SUPPLEMENT

SUPPLEMENT, dated _______ 20__, to the $2,500,000,000 2024 Credit Agreement (as in effect on the date hereof, the “Credit Agreement”) dated as of March 30, 2020, among Deere & Company (the “Company”), John Deere Capital Corporation, John Deere Bank S.A., the banks and other financial institutions from time to time party thereto (each a “Bank,” and together, the “Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Unless the context otherwise requires, all capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, pursuant to the provisions of subsection 2.20 of the Credit Agreement, the undersigned may increase the amount of its Commitment in accordance with the terms thereof by executing and delivering to the Borrowers and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and

WHEREAS, the undersigned now desires to increase the amount of its Commitment under the Credit Agreement;

NOW THEREFORE, the undersigned hereby agrees as follows:

1.  The undersigned agrees, subject to the terms and conditions of the Credit Agreement, that on the date this Supplement is accepted by the Borrowers and the Administrative Agent it shall have its Commitment increased by $______________, thereby making the amount of its Commitment $______________.

IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

[NAME OF BANK]
By:
	Title:

Accepted this _____ day of
______________, 20__

DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:

Accepted this _____ day of
______________, 20__

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
	Title:

EXHIBIT P-1

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Foreign Banks that Are not Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $2,500,000,000 2024 Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF BANK]
By:
	Name:
	Title:

Date: [  ], 202[_]

EXHIBIT P-2

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Foreign Banks that Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $2,500,000,000 2024 Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Agreement, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF BANK]
By:
	Name:
	Title:

Date: [  ], 202[_]

EXHIBIT P-3

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Non-U.S. Participants that Are not Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $2,500,000,000 2024 Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned's conduct of a U.S. trade or business.

The undersigned has furnished its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank in writing and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: [ ], 202[_]

EXHIBIT P-4

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Non-U.S. Participants that Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $2,500,000,000 2024 Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business.

The undersigned has furnished its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of its partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: [ ], 202[_]

EX-10.2

Exhibit 10.2

EXECUTION VERSION

DEERE & COMPANY

JOHN DEERE CAPITAL CORPORATION

JOHN DEERE BANK S.A.

________________________________________

$2,500,000,000

2025

CREDIT AGREEMENT

Dated as of March 30, 2020

________________________________________

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

CITIBANK, N.A.,

as Documentation Agent

BANK OF AMERICA, N.A.,

as Syndication Agent

________________________________________

JPMORGAN CHASE BANK, N.A. and BOFA SECURITIES, INC.,

as Lead Arrangers and Bookrunners

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	25
1.3	Currency Conversion	25
1.4	Interest Rates; LIBOR Notification	25
SECTION 2.	THE COMMITTED RATE LOANS; THE BID LOANS; THE NEGOTIATED RATE LOANS; AMOUNT AND TERMS	26
2.1	The Committed Rate Loans	26
2.2	The Bid Loans; the Negotiated Rate Loans	27
2.3	Loan Accounts	31
2.4	Fees	31
2.5	Termination or Reduction of Commitments; Cancellation of Capital Corporation or JD Luxembourg as Borrower	31
2.6	Prepayments	33
2.7	Minimum Amount of Certain Loans	33
2.8	Committed Rate Loan Interest Rate and Payment Dates	34
2.9	Conversion and Continuation Options	34
2.10	Computation of Interest and Fees	34
2.11	Inability to Determine Interest Rate	35
2.12	Pro Rata Treatment and Payments	36
2.13	Requirements of Law	39
2.14	Indemnity	43
2.15	Non-Receipt of Funds by the Administrative Agent	44
2.16	Extension of Termination Date	44
2.17	Indemnified Taxes	45
2.18	Confirmations	48
2.19	Replacement of Cancelled Banks	48
2.20	Commitment Increases	48
2.21	Pricing Determinations	50
2.22	Markit Data	51
2.23	Defaulting Banks	53
2.24	Judgment Currency	55
2.25	Foreign Currency Exchange Rate	55
2.26	Letters of Credit	55
2.27	Capital Corporation Guaranty	59
SECTION 3.	REPRESENTATIONS AND WARRANTIES	60
3.1	Financial Condition	60
3.2	Corporate Existence	60
3.3	Corporate Power; Authorization; Enforceable Obligations	60
3.4	No Legal Bar	61
3.5	No Material Litigation	61
3.6	Taxes	61

i

3.7	Margin Regulations	61
3.8	Use of Proceeds	61
3.9	Sanctions Laws and Regulations	61
3.10	Beneficial Ownership Certification	62
SECTION 4.	CONDITIONS PRECEDENT	62
4.1	Conditions to Initial Extensions of Credit	62
4.2	Conditions to All Extensions of Credit	63
SECTION 5.	AFFIRMATIVE COVENANTS	64
5.1	Financial Statements	64
5.2	Certificates; Other Information	65
5.3	Company Indenture Documents	65
5.4	Capital Corporation Indenture Documents	65
5.5	Notice of Default	65
5.6	Ownership of Capital Corporation and JD Luxembourg Stock	65
5.7	Employee Benefit Plans	66
5.8	Compliance	66
SECTION 6.	NEGATIVE COVENANTS OF THE COMPANY	66
6.1	Company May Consolidate, etc., Only on Certain Terms	66
6.2	Limitation on Liens	66
6.3	Limitations on Sale and Lease-back Transactions	69
6.4	Equipment Operations Debt	70
SECTION 7.	NEGATIVE COVENANTS OF THE CAPITAL CORPORATION	70
7.1	Fixed Charges Ratio	70
7.2	Consolidated Senior Debt to Consolidated Capital Base	70
7.3	Limitation on Liens	70
7.4	Consolidation; Merger	72
SECTION 8.	EVENTS OF DEFAULT	72
SECTION 9.	THE AGENTS	74
9.1	Appointment	74
9.2	Delegation of Duties	75
9.3	Exculpatory Provisions	75
9.4	Reliance by Agents	75
9.5	Notice of Default	75
9.6	Non-Reliance on Agents and Other Banks	75
9.7	Indemnification	76
9.8	Agents in their Individual Capacities	76
9.9	Successor Agents	76
SECTION 10.	MISCELLANEOUS	77
10.1	Amendments and Waivers	77
10.2	Notices	78

ii

10.3	No Waiver; Cumulative Remedies	79
10.4	Payment of Expenses	80
10.5	Successors and Assigns; Participations; Purchasing Banks	81
10.6	Adjustments	85
10.7	Confidentiality	85
10.8	Counterparts	86
10.9	GOVERNING LAW	86
10.10	Consent to Jurisdiction and Service of Process	86
10.11	WAIVERS OF JURY TRIAL	87
10.12	USA Patriot Act	87
10.13	No Fiduciary Duty	87
10.14	Headings	87
10.15	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	87
10.16	Bank ERISA Representations	88

SCHEDULES:

Schedule I	Terms of Subordination
Schedule II	Commitments
Schedule III	Existing Letters of Credit

EXHIBITS:

Exhibit A	Form of Borrowing Notice
Exhibit B	Form of Bid Loan Request
Exhibit C	Form of Bid Loan Offer
Exhibit D	Form of Bid Loan Confirmation
Exhibit E	Form of Assignment and Assumption
Exhibit F	[Reserved]
Exhibit G	Form of Opinion of General Counsel to the Company
Exhibit H	Form of Opinion of Special New York Counsel to the Borrowers
Exhibit I	Form of Extension Request
Exhibit J	Form of Form W-8BEN-E Tax Letter
Exhibit K	Form of Form W-8ECI Tax Letter
Exhibit L	Form of Replacement Bank Agreement
Exhibit M	Form of Promissory Note
Exhibit N	Form of New Bank Supplement
Exhibit O	Form of Commitment Increase Supplement
Exhibit P	Form of Certificate of Non-Bank Status

iii

2025 CREDIT AGREEMENT, dated as of March 30, 2020, among (a) DEERE & COMPANY, a Delaware corporation (the “Company”), (b) JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (the “Capital Corporation”), (c) JOHN DEERE BANK S.A., a Luxembourg société anonyme (“JD Luxembourg”), (d) the several financial institutions parties hereto (collectively, the “Banks”, and individually, a “Bank”), (e) JPMORGAN CHASE BANK, N.A., as administrative agent hereunder (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), (f) CITIBANK, N.A., as documentation agent hereunder (in such capacity, the “Documentation Agent”), and (g) BANK OF AMERICA, N.A., as syndication agent hereunder (in such capacity, the “Syndication Agent”).

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms.  As used in this Agreement, the following terms have the following meanings:

“ABR”:  at any particular date, the highest of (a) the Prime Rate in effect on such date, (b) 0.5% per annum above the NYFRB Rate and (c) the Eurocurrency Rate for a Eurocurrency Loan denominated in Dollars with one-month Interest Period commencing on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% (provided that, for the avoidance of doubt, such Eurocurrency Rate for any date shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or, if such rate does not appear on the Reuters Screen LIBOR01 Page or otherwise on such system, on any comparable publicly available service for displaying Eurocurrency rates) at approximately 11:00 A.M. London time on such date).  If the ABR is being used as an alternate rate of interest pursuant to subsection 2.11 (for the avoidance of doubt, only until any amendment has become effective pursuant to subsection 2.11), then the ABR shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“ABR Loans”:  Committed Rate Loans at such time as they are made and/or being maintained at a rate of interest based upon the ABR.

“ABR Margin”:  as defined in subsection 2.21.

“Absolute Rate Bid Loan”:  any Bid Loan made pursuant to an Absolute Rate Bid Loan Request.

“Absolute Rate Bid Loan Request”:  any Bid Loan Request requesting the Banks to offer to make Bid Loans at an absolute rate (as opposed to a rate composed of the Applicable Index Rate plus (or minus) a margin).

“Act”:  as defined in subsection 10.12.

“Administrative Agent”:  as defined in the preamble hereto.  It is understood that matters concerning the Foreign Currency Loans will be administered by the Foreign Currency Agent as agent for the Administrative Agent.

“Administrative Questionnaire”:  an Administrative Questionnaire in a form supplied by the Administrative Agent.

2

“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Foreign Currency”: as defined in subsection 2.11(a).

“Agent”:  the Administrative Agent, the Foreign Currency Agent, the Syndication Agent, or a Documentation Agent, as the context shall require; together, the “Agents”.

“Agreement”:  this 2025 Credit Agreement, as amended, supplemented or modified from time to time.

“Agreement Currency”:  as defined in subsection 2.24(b).

“Anti-Corruption Laws”: all laws, rules and regulations of any jurisdiction applicable to the Borrowers and their Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Creditor”:  as defined in subsection 2.24(b).

“Applicable Index Rate”:  in respect of any Bid Loan requested pursuant to an Index Rate Bid Loan Request, the Eurocurrency Rate applicable to the Interest Period for such Bid Loan.

“Applicable Margin”:  for ABR Loans and for Eurocurrency Loans, the applicable ABR Margin or Eurocurrency Margin, in each case as determined in accordance with subsection 2.21.

“Application”:  an application in such form from time to time in use by the applicable Issuing Bank, requesting an Issuing Bank to issue a Letter of Credit.

“Attributable Debt”:  as defined in subsection 6.2(b)(ii).

“Australian Dollars”:  the lawful currency of Australia.

“Available Commitment”:  as to any Bank at any time, an amount equal to the excess, if any, of (a) such Bank’s Commitment then in effect over (b) such Bank’s Committed Rate Loans then outstanding.

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank” and “Banks”:  as defined in the preamble hereto.

“Benchmark Replacement”: with respect to any Currency, the sum of: (a) the alternate benchmark rate (which, with respect to Dollars, may be a SOFR-Based Rate) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (i) any selection or recommendation

3

of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBOR Screen Rate for syndicated credit facilities in such Currency and (b) the Benchmark Replacement Adjustment for such Currency; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Adjustment”: with respect to any Currency, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers for such Currency giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Screen Rate for Loans denominated in such Currency with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Screen Rate with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities in such Currency at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Margin).

“Benchmark Replacement Conforming Changes”:  with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides in its reasonable discretion (in consultation with the Borrowers) may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent determines (in consultation with the Borrowers) is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date”: the earlier to occur of the following events with respect to the LIBOR Screen Rate with respect to any applicable Currency:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOR Screen Rate for such Currency permanently or indefinitely ceases to provide the LIBOR Screen Rate for such Currency; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event”: the occurrence of one or more of the following events with respect to the LIBOR Screen Rate with respect to any applicable Currency:

(1) a public statement or publication of information by or on behalf of the administrator of the LIBOR Screen Rate for such Currency announcing that such administrator has ceased or will cease to provide the LIBOR Screen Rate for such Currency, permanently or indefinitely, provided that, at the

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time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Screen Rate for such Currency;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Screen Rate for such Currency, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Screen Rate for such Currency, a resolution authority with jurisdiction over the administrator for the LIBOR Screen Rate for such Currency or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Screen Rate for such Currency, in each case which states that the administrator of the LIBOR Screen Rate for such Currency has ceased or will cease to provide the LIBOR Screen Rate for such Currency permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Screen Rate for such Currency; and/or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Screen Rate for such Currency announcing that the LIBOR Screen Rate for such Currency is no longer representative.

“Benchmark Transition Start Date”:  (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent, the Borrowers or the Majority Banks, as applicable, by notice to the Borrowers, the Administrative Agent (in the case of such notice by the Majority Banks or the Borrowers) and the Banks.

“Benchmark Unavailability Period”: if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBOR Screen Rate with respect to any applicable Currency and solely to the extent that the LIBOR Screen Rate for such Currency has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBOR Screen Rate for such Currency for all purposes hereunder in accordance with subsection 2.11 and (y) ending at the time that a Benchmark Replacement has replaced the LIBOR Screen Rate for such Currency for all purposes hereunder pursuant to subsection 2.11.

“Beneficial Ownership Certification”: a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.

“benefitted Bank”:  as defined in subsection 10.6.

“Bid Loan”:  each loan (other than Negotiated Rate Loans) made pursuant to subsection 2.2; the aggregate amount advanced by a Bid Loan Bank pursuant to subsection 2.2 on each Borrowing Date shall constitute one Bid Loan, or more than one Bid Loan if so specified by the relevant Loan Assignee in its request for promissory notes pursuant to subsection 10.5(c).

“Bid Loan Banks”:  the collective reference to each Bank designated from time to time as a Bid Loan Bank by the Company or the Capital Corporation (for purposes of Bid Loans to such Borrower) by written notice to the Administrative Agent and which has not been removed as a Bid Loan

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Bank by such Borrower by written notice to the Administrative Agent (each of which notices the Administrative Agent shall transmit to each such affected Bank).

“Bid Loan Confirmation”:  each confirmation by the Company or the Capital Corporation of its acceptance of Bid Loan Offers, which Bid Loan Confirmation shall be substantially in the form of Exhibit D and shall be delivered to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission.

“Bid Loan Offer”:  each offer by a Bid Loan Bank to make Bid Loans pursuant to a Bid Loan Request, which Bid Loan Offer shall contain the information specified in Exhibit C and shall be delivered to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission.

“Bid Loan Request”:  each request by the Company or the Capital Corporation for Bid Loan Banks to submit bids to make Bid Loans, which shall contain the information in respect of such requested Bid Loans specified in Exhibit B and shall be delivered to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission.

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”:  the Company, the Capital Corporation or JD Luxembourg; collectively, the “Borrowers”.

“Borrowing Date”:  in respect of any Loan, the date such Loan is made, and in respect of any Letter of Credit, the date such Letter of Credit is issued.

“Business Day”:  a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided, that (a) with respect to notices and determinations in connection with, and payments of principal and interest on, Eurocurrency Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurocurrency market in London, (b) when used in connection with a Foreign Currency Loan, the term “Business Day” shall also exclude any day on which commercial banks in London are authorized or required by law to close and any day on which banks are authorized or required by law to be closed in the principal financial center for that currency and (c) when used in connection with Eurocurrency Loans denominated in Euros, the term “Business Day” shall also exclude any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (TARGET) (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Foreign Currency Agent to be a suitable replacement) is not open for settlement of payment in Euros.

“Calculation Date”:  with respect to each Foreign Currency, the last day of each calendar quarter (or, if such day is not a Business Day, the next succeeding Business Day) and such other days from time to time as the Administrative Agent shall reasonably designate as a “Calculation Date”; provided, that the second Business Day preceding each Borrowing Date with respect to, and preceding each date of any borrowing, conversion or continuation of, any Foreign Currency Loan shall also be a “Calculation Date” with respect to the relevant Foreign Currency.

“Calendar Quarter”:  a three-month period consisting of (i) each January, February and March, (ii) each April, May and June, (iii) each July, August and September or (iv) each October, November and December.

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“Canadian Dollars”: the lawful currency of Canada.

“Cancelled Bank”:  (i) any Bank that has the whole or any part of its Commitment cancelled under subsection 2.13(a), (b) or (c), subsection 2.16(c) or subsection 2.17(b) or the Commitment of which has expired under subsection 2.16(a) and (ii) any Defaulting Bank that the Company designates in writing to such Bank and the Administrative Agent as a Cancelled Bank.

“Capital Corporation”:  as defined in the preamble hereto.

“Certificate of Non-Bank Status”:  a certificate substantially in the form and substance of Exhibit P.

“Closing Date”:  the date on which each of the conditions precedent specified in subsection 4.1 shall have been satisfied (or compliance therewith shall have been waived by the Majority Banks hereunder).

“Code”:  the Internal Revenue Code of 1986, as amended from time to time.

“Code of Conduct”:  as defined in subsection 3.9.

“Commitment”:  as to any Bank, the amount set opposite such Bank’s name on Schedule II or in any assignment pursuant to which such Bank becomes a party hereto with respect to any interest purchased therein, as such amount may be modified as provided herein; collectively, as to all Banks, the “Commitments”.

“Commitment Expiration Date”:  as defined in subsection 2.16(a).

“Commitment Fee Rate”:  the rate per annum set forth below in the column corresponding to the Prevailing Rating of the Company:

Level I Rating	Level II Rating	Level III Rating	Level IV Rating	Level V Rating	Level VI Rating
0.050%	0.060%	0.070%	0.090%	0.110%	0.125%

“Commitment Increase Notice”:  as defined in subsection 2.20(a).

“Commitment Increase Supplement”:  as defined in subsection 2.20(c).

“Commitment Percentage”:  as to any Bank at any time, the percentage which such Bank’s Commitment at such time constitutes of all the Commitments at such time or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Bank’s Extensions of Credit then outstanding constitutes of the aggregate principal amount of the Total Extensions of Credit then outstanding; collectively, as to all the Banks, the “Commitment Percentages”; provided that when a Defaulting Bank shall exist, “Commitment Percentage” shall mean, when appropriate as determined by the Administrative Agent in order to provide ratable treatment at any time a Defaulting Bank exists (and without increasing the Commitment of any Bank), the percentage of the total Commitments (disregarding any Defaulting Bank’s Commitment) represented by such Bank’s Commitment.

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“Commitment Period”:  as to any Bank at any time, the period from and including the Closing Date to but not including the Termination Date of such Bank or such earlier date on which the Commitments shall terminate as provided herein.

“Committed Extensions of Credit”: as to any Bank at any time, the amount equal to the sum of the Dollar Equivalent of (a) the aggregate principal amount of all Committed Rate Loans held by such Bank then outstanding and (b) such Bank’s Commitment Percentage multiplied by the L/C Obligations then outstanding.

“Committed Rate Loans”:  each loan made pursuant to subsection 2.1.

“Commonly Controlled Entity”:  in relation to a Borrower, an entity, whether or not incorporated, which is under common control with such Borrower within the meaning of Section 414(b) or (c) of the Code.

“Company”:  as defined in the preamble hereto.

“Compounded SOFR”:  the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with:

(1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:

(2) if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;

provided,  further, that if the Administrative Agent decides in its reasonable discretion that any such rate, methodology or convention determined in accordance with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement.”

“Consolidated Capital Base”:  at a particular time for the Capital Corporation and its consolidated Subsidiaries, the sum of (a) the amount shown opposite the item “Total Stockholders’ Equity” on the consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries plus (b) all indebtedness of the Capital Corporation and its consolidated Subsidiaries for borrowed money subordinated (on terms no less favorable to the Administrative Agent and the Banks than the terms of subordination set forth on Schedule I) to the indebtedness which may be incurred hereunder by the Capital Corporation, provided that the sum of clauses (a) and (b) hereof as at the end of a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries as at the end of such fiscal quarter and after such adjustments, if any, as may be required so that the sum of the amounts referred to in clauses (a) and (b) is determined in accordance with GAAP.  Notwithstanding the

8

foregoing, for purposes of determining compliance with subsection 7.2, adjustments resulting from any accumulated other comprehensive income as reflected on the most recent publicly available consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries as at the end of any fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be deemed not to be included in Consolidated Capital Base.

“Consolidated Net Worth”:  as defined in subsection 6.2(b)(ii).

“Consolidated Senior Debt”:  at a particular time for the Capital Corporation and its consolidated Subsidiaries, indebtedness for borrowed money other than any indebtedness for borrowed money that is subordinated, on terms no less favorable to the Administrative Agent and the Banks than the terms of subordination set forth on Schedule I, to the indebtedness which may be incurred hereunder by the Capital Corporation, provided that the amount of such indebtedness for borrowed money (other than such subordinated indebtedness) as at the end of a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries as at the end of such fiscal quarter and after such adjustments, if any, as may be required so that such amount is determined in accordance with GAAP.  Notwithstanding the foregoing, for purposes of determining compliance with subsection 7.2, indebtedness for borrowed money in respect of any Securitization Indebtedness shall be deemed not included in Consolidated Senior Debt.

“Contractual Obligation”:  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.

“Corresponding Tenor”: with respect to a Benchmark Replacement in respect of Dollars means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the Eurocurrency Rate for Loans denominated in Dollars.

“Credit Default Swap Spread”:  as defined in subsection 2.21.

“Credit Rating”:  as of any date, (a) as to any Person, the rating assigned to the relevant long term senior unsecured (and non-credit enhanced) Debt obligations of such Person by Moody’s, S&P or Fitch, in each case as of the close of business on such date, and (b) if no rating for such Debt described in clause (a) is available, the corporate credit rating of such Person as announced by Moody’s, S&P or Fitch, in each case as of the close of business on such date.

“Currency”: any Dollars and any Foreign Currency.

“Data Provider”:  as defined in subsection 2.22(b).

“Deal Year”:  as defined in subsection 2.16(c).

“Debt”:  as defined in subsection 6.2.

“Default”:  any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

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“Defaulting Bank”:  any Bank that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within two Business Days of the date required to be funded by it hereunder, unless such Bank has notified the Administrative Agent and the Borrower that such failure is the result of such Bank’s good faith determination that one or more conditions precedent to funding has not been satisfied; (b) notified the Company, the Administrative Agent, any Issuing Bank or any Bank in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit; (c) failed, within three Business Days after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit; provided that such Bank shall cease to be a Defaulting Bank pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower; (d) otherwise failed to pay over to the Administrative Agent or any other Bank any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute; or (e) (i) become or is insolvent or has a parent company that has become or is insolvent, (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) become or has a parent company that has become the subject of a Bail-In Action; provided that a Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Bank with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Bank (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Bank.  If any Bank shall become a Defaulting Bank, the Company shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving written notice to the Administrative Agent and such Bank in accordance with subsection 2.6, notwithstanding subsection 2.12(b), to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable to such Bank pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee or other amount payable to such Bank hereunder and/or, upon giving not less than three Business Days’ notice to such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank.  Upon any such cancellation of the Commitment of a Defaulting Bank, participating interests in Letters of Credit shall be reallocated ratably among the remaining Banks in accordance with subsection 2.23(d).

“Designated Person”:  a Person

(i) listed in the annex to, or otherwise the subject of the provisions of, any Executive Order;

(ii) 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

(iii) in which an SDN has a controlling interest of 50% or greater ownership interest.

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“Designated User”:  a Person designated as such by a Bank, the Company or the Administrative Agent.

“Determination Date”:  at any time (a) for any Eurocurrency Loan (i) the date three Business Days before the commencement of the Interest Period applicable to such Loan and (ii) in the case of an Interest Period of more than three months duration, the date that is three Business Days before the last Business Day of each successive three-month period during such Interest Period, (b) for any ABR Loan (i) initially, the Closing Date and (ii) from and after the end of the Calendar Quarter during which the Closing Date occurs, the first Business Day of the Calendar Quarter in effect at such time and (c) for any Letter of Credit (i) initially, the date such Letter of Credit is issued and (ii) from and after the end of the Calendar Quarter in which such Letter of Credit is issued, the first Business Day of the Calendar Quarter in effect at such time.

“Dividing Person”: as defined in the definition of Division.

“Division”: the statutory division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement) pursuant to Section 18-217 of the Delaware Limited Liability Company Act, which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor”: any person that, upon the consummation of a Division of a Dividing Person, holds all or substantially all of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division.

“Documentation Agent”:  as defined in the preamble hereto.

“Dollar Equivalent”:  at any time as to any amount denominated in a Foreign Currency, the equivalent amount in Dollars as reasonably determined by the Administrative Agent at such time on the basis of the Exchange Rate for the purchase of Dollars with such Foreign Currency on the most recent Calculation Date for such Foreign Currency.

“Dollar Loan”: any Committed Rate Loan denominated in Dollars.

“Dollars” and “$”:  dollars in lawful currency of the United States of America.

“Domestic Bank”:  any Bank organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Early Opt-in Election”: the occurrence, with respect to any applicable Currency, of:

(1) (i) a determination by the Administrative Agent or the Borrowers (as notified to the Administrative Agent) or (ii) a notification by the Majority Banks to the Administrative Agent (with a copy to the Borrowers) that the Majority Banks have determined that syndicated credit facilities in such Currency being executed at such time, or that include language similar to that contained in subsection 2.11 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Screen Rate for Loans denominated in such Currency, and

(2) (i) the election by the Administrative Agent or the Borrowers or (ii) the election by the Majority Banks to declare that an Early Opt-in Election with respect to such Currency has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrowers and the Majority Banks or by the Borrowers of written notice of such election to the

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Administrative Agent or by the Majority Banks of written notice of such election to the Administrative Agent.

“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”: any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EMU”:  the Economic and Monetary Union as contemplated in the Treaty.

“Equipment Operations”:  those business segments of the Company and its consolidated Subsidiaries that are primarily engaged in the manufacture and distribution of equipment, parts and related attachments.

“Equipment Operations Debt”:  at a particular time, the sum of short-term and long-term indebtedness for borrowed money that is or would be shown on a balance sheet of Equipment Operations (with Financial Services reflected only on an equity basis), which balance sheet was or would be prepared on the basis of the most recent publicly available consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of any fiscal quarter of the Company and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Company and its consolidated Subsidiaries).

“ERISA”:  the Employee Retirement Income Security Act of 1974, as amended from time to time.

“EU Bail-In Legislation Schedule”: The EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro”:  the single currency of Participating Member States of the EMU introduced in accordance with the provisions of Article 123 of the Treaty and, in respect of all payments to be made under this Agreement in Euro, means immediately available, freely transferable funds in such currency.

“Eurocurrency Loans”:  Committed Rate Loans at such time as they are made and/or being maintained at a rate of interest based upon a Eurocurrency Rate.

“Eurocurrency Margin”:  as defined in subsection 2.21.

“Eurocurrency Rate”:  (a) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan and for each Index Rate Bid Loan, denominated in Dollars or any relevant Foreign Currency, other than Canadian Dollars, Australian Dollars, New Zealand Dollars and Euros, the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such Currency for a tenor equal in length to

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such Interest Period as displayed on page LIBOR01 or LIBOR02 of the Reuters Screen (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in consultation with the Borrowers; in each case, the “LIBOR Screen Rate”) at approximately 11:00 A.M., Local Time, two Business Days prior to the beginning of such Interest Period (or, in the case of any Eurocurrency Loan denominated in Pounds Sterling, on the first day of such Interest Period); provided that, if the LIBOR Screen Rate shall not be available at such time for such Interest Period (a “LIBOR Impacted Interest Period”) with respect to the relevant Currency, then the Eurocurrency Rate shall be the LIBOR Interpolated Rate at such time.  “LIBOR Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which that LIBOR Screen Rate is available in the relevant Currency) that is shorter than the LIBOR Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which that LIBOR Screen Rate is available for the relevant Currency) that exceeds the LIBOR Impacted Interest Period, in each case, at such time.

(b) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in Canadian Dollars, the rate per annum equal to the average rate for bankers acceptances as administered by Thomson Reuters Benchmark Services Limited (or any other Person that takes over the administration of such rate) for a tenor equal in length to such Interest Period as displayed on page CDOR of the Reuters Screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the “CDOR Screen Rate”) at approximately 11:00 A.M., Local Time, on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent); provided, that, if the CDOR Screen Rate shall not be available at such time for such Interest Period (a “CDOR Impacted Interest Period”) with respect to Canadian Dollars, then the Eurocurrency Rate for Canadian Dollars shall be the CDOR Interpolated Rate at such time.  “CDOR Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent to be equal to the rate that results from interpolating on a linear basis between: (a) the CDOR Screen Rate for the longest period (for which that CDOR Screen Rate is available in Canadian Dollars) that is shorter than the CDOR Impacted Interest Period and (b) the CDOR Screen Rate for the shortest period (for which that CDOR Screen Rate is available for Canadian Dollars) that exceeds the CDOR Impacted Interest Period, in each case, at such time.

(c) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in Australian Dollars, the rate per annum equal to the average bid reference rate as administered by the Australian Financial Markets Association (or any other Person that takes over the administration of that rate) for Australian Dollar bills of exchange with a tenor equal in length to such Interest Period (or as close to such Interest Period as possible), displayed on page BBSY of the Reuters Screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the “BBSY Screen Rate”) at approximately 11:00 A.M., Local Time, two Business Days prior to the beginning of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent); provided, that, if the BBSY Screen Rate shall not be available at such time for such Interest Period, the Administrative Agent may substitute for such rate with an alternative published interest rate reasonably acceptable to the applicable Borrower (or other rate basis agreed by the applicable

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Borrower and the Administrative Agent, including interpolation in a manner consistent with paragraphs (a) and (b) above).

(d) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in New Zealand Dollars, the rate per annum equal to the average bid reference rate as administered by the New Zealand Financial Markets Association (or any other Person that takes over the administration of that rate) for New Zealand Dollar bills of exchange with a tenor equal in length to such Interest Period (or as close to such Interest Period as possible), displayed on page BKBM of the Reuters Screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the “BKBM Screen Rate”) at approximately 11:00 A.M., Local Time, on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent); provided, that, if the BKBM Screen Rate shall not be available at such time for such Interest Period, the Administrative Agent may substitute such rate with an alternative published interest rate reasonably acceptable to the applicable Borrower (or other rate basis agreed by the applicable Borrower and the Administrative Agent, including interpolation in a manner consistent with paragraphs (a) and (b) above).

(e) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in Euros, the rate per annum equal to the interbank offered rate administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a tenor equal in length to such Interest Period as displayed on page on Reuters Page EURIBOR01 (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the a “EURIBOR Screen Rate”) at approximately 11:00 a.m., Local Time, two Business Days prior to the beginning of such Interest Period; provided, that, if the EURIBOR Screen Rate shall not be available at such time for such Interest Period, the Administrative Agent may substitute such rate with an alternative published interest rate reasonably acceptable to the applicable Borrower (or other rate basis agreed by the applicable Borrower and the Administrative Agent, including interpolation in a manner consistent with paragraphs (a) and (b) above).

Notwithstanding the above, in no event shall the Eurocurrency Rate be less than zero.

“Event of Default”:  any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

“Exchange Rate”:  on any day, the rate at which the starting Currency may be exchanged into the other relevant Currency, as set forth at approximately 10:00 A.M., Local Time, on such date on the Reuters World Spots page for such starting Currency.  In the event that such rate does not appear on any Reuters World Spots page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates reasonably selected by the Administrative Agent.

“Existing Credit Agreement”:  as defined in subsection 4.1(e).

“Existing Letters of Credit”:  the letters of credit issued under the Existing Credit Agreement and outstanding on the Closing Date and set forth on Schedule III.

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“Exposure”:  (a) with respect to an Objecting Bank at any time, the aggregate amount of such Bank’s Extensions of Credit then outstanding and (b) with respect to any other Bank at any time, the Commitment of such Bank then in effect or, if the Commitments have been terminated, the amount of such Bank’s Extensions of Credit then outstanding.

“Extension Request”:  each request by the Borrowers made pursuant to subsection 2.16 for the Banks to extend this Agreement, which shall contain the information in respect of such extension specified in Exhibit I and shall be delivered to the Administrative Agent in writing.

“Extensions of Credit”:  as to any Bank at any time, the amount equal to the sum of the Dollar Equivalent of (a) the aggregate principal amount of all Loans held by such Bank then outstanding and (b) such Bank’s Commitment Percentage multiplied by the L/C Obligations then outstanding.

“FATCA”:  Sections 1471 through 1474 of the Code (and any comparable successor provisions), any effective regulations published thereunder or official interpretations thereof issued by any Governmental Authority charged with the administration thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreements with respect thereto, and any treaty, law, regulations, or other official guidance enacted in any other jurisdiction relating to such intergovernmental agreement.

“Federal Funds Effective Rate”: on any particular date, the rate set forth for such date or, if such date is not a Business Day, the next preceding Business Day, opposite the caption “Federal Funds (Effective)” in the weekly statistical release designated as “H.15(519)” (or any successor publication) published by the Board or, if such rate is not so published for such date, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds dealers of recognized standing selected by it; provided that in no event shall the Federal Funds Effective Rate be less than zero.

“Federal Reserve Bank of New York’s Website”:  the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Federal Reserve Board”:  the Board of Governors of the Federal Reserve System of the United States of America.

“Financial Services”:  the businesses of the Company (including the credit businesses) that are not primarily engaged in Equipment Operations.

“Fitch”: Fitch Ratings Ltd.

“Fixed Charges”:  for any particular period for the Capital Corporation and its consolidated Subsidiaries, all of the Capital Corporation’s and its consolidated Subsidiaries’ consolidated interest on indebtedness for borrowed money, amortization of discounts of indebtedness for borrowed money, the portion of rentals under financing leases deemed to represent interest and rentals under operating leases; provided, that, notwithstanding the foregoing, consolidated interest on Securitization Indebtedness and amortization of Securitization Indebtedness shall be deemed not included in Fixed Charges; provided,  further, that such amounts (but not any amounts constituting consolidated interest on, or amortization of, Securitization Indebtedness) for a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available consolidated statement of income of the Capital Corporation and its consolidated Subsidiaries for or covering such

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fiscal quarter and after such adjustments, if any, as may be required so that such amounts are determined in accordance with GAAP.

“Foreign Bank”:  any Bank that is not a Domestic Bank.

“Foreign Currency”:  Euros, Pounds Sterling, Australian Dollars, Canadian Dollars, New Zealand Dollars and, as agreed by the Administrative Agent, any other Currency which is freely traded and convertible into Dollars in the London interbank market and for which the Dollar Equivalent thereof can be calculated from time to time.

“Foreign Currency Agent”:  J.P. Morgan Europe Limited, or any successor appointed pursuant to this Agreement.

“Foreign Currency Loan”:  each Loan denominated in a Foreign Currency.

“GAAP”:  generally accepted accounting principles in the United States of America as applied in the preparation of financial statements of the Company or the Capital Corporation, respectively, as of the fiscal year ended November 3, 2019, except with respect to capital lease obligations, in which case the generally accepted accounting principles in the United States of America as applied in the preparation of financial statements of the Company or the Capital Corporation, respectively, as of January 1, 2015 shall apply.

“Governmental Authority”:  any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Hedging Transaction”:  any swap transaction, interest rate protection agreement (including any interest rate swap, interest “cap” or “collar” or any other interest rate hedging device entered into by the Capital Corporation or one or more of its Subsidiaries), option agreement, short or long position in equity or debt instruments, commodities, futures and forward transactions, outperformance agreement or other similar transaction, agreement or arrangement entered into by the Capital Corporation or one or more of its Subsidiaries.

“IBA”: has the meaning assigned to such term in subsection 1.4.

“Important Property”:  (a) any manufacturing plant, including land, all buildings and other improvements thereon, and all manufacturing machinery and equipment located therein, owned and used by the Company or a Restricted Subsidiary primarily for the manufacture of products to be sold by the Company or such Restricted Subsidiary, (b) the executive office and administrative building of the Company in Moline, Illinois, and (c) research and development facilities, including land and buildings and other improvements thereon and research and development machinery and equipment located therein, in each case, owned and used by the Company or a Restricted Subsidiary; except in any case property of which the aggregate fair value as determined by the Board of Directors of the Company does not at the time exceed 1% of Consolidated Net Worth.

“Increasing Bank”:  as defined in subsection 2.20(c).

“Indemnified Person”:  as defined in subsection 10.4(b).

“Indemnified Taxes”:  as defined in subsection 2.17(a).

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“Index Debt”:  any senior, unsecured, non-credit enhanced long-term debt issued by the Company.

“Index Rate Bid Loan”:  any Bid Loan made at an interest rate based upon the Applicable Index Rate.

“Index Rate Bid Loan Request”:  any Bid Loan Request requesting the Banks to offer to make Index Rate Bid Loans at an interest rate equal to the Applicable Index Rate plus (or minus) a margin.

“Interest Payment Date”:  (a) as to any ABR Loan, the last Business Day of each March, June, September and December, commencing on the first of such days to occur after such ABR Loan is made or a Eurocurrency Loan is converted to an ABR Loan, (b) as to any Eurocurrency Loan, the last day of each Interest Period applicable thereto, provided that as to any Eurocurrency Loan in respect of which a Borrower has selected an Interest Period of greater than three months, interest shall also be paid on the day which is three months after the beginning of such Interest Period and (c) the Termination Date.

“Interest Period”:  (a) with respect to any Eurocurrency Loan, the period commencing on the Borrowing Date, the date any ABR Loan is converted to a Eurocurrency Loan or the date any Eurocurrency Loan is continued as a Eurocurrency Loan, as the case may be, with respect to such Eurocurrency Loan and ending one, two, three or six months thereafter in the case of any Eurocurrency Loan denominated in any Currency other than Canadian Dollars (or, with the consent of all relevant Banks, twelve months thereafter, or a period of less than one month thereafter if all relevant Banks consent to such period), or thirty, sixty, or ninety days thereafter in the case of any Eurocurrency Loan denominated in Canadian Dollars, as selected by a Borrower in its notice of borrowing, conversion or continuance as provided in subsection 2.1(c) or 2.9;

(b) with respect to any Bid Loan, the period commencing on the Borrowing Date with respect to such Bid Loan and ending on the date not less than seven days nor more than six months thereafter, as specified by a Borrower in its Bid Loan Request as provided in subsection 2.2(b); and

(c) with respect to any Negotiated Rate Loan, the period or periods commencing on the Borrowing Date with respect to such Negotiated Rate Loan or the last day of any Interest Period with respect thereto and ending on the dates as shall be mutually agreed upon between the relevant Borrower and the relevant Bank;

provided, that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period pertaining to a Eurocurrency Loan or an Index Rate Bid Loan would otherwise end on a day which is not a Working Day, that Interest Period shall be extended to the next succeeding Working Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Working Day;

(ii) if any Interest Period pertaining to a Negotiated Rate Loan or an Absolute Rate Bid Loan would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day;

(iii) any Interest Period pertaining to a Eurocurrency Loan having an Interest Period of one, two, three or six months or an Index Rate Bid Loan having an Interest Period of one, two, three, four,

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five or six months, that begins on the last Working Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Working Day of a calendar month;

(iv) Interest Periods shall be deemed available only if the Required Banks shall not have advised the Administrative Agent that the Eurocurrency Rate determined by the Administrative Agent on the basis of the applicable quotes will not adequately and fairly reflect the cost to such Banks of maintaining or funding their Committed Rate Loans bearing interest based on the Eurocurrency Rate determined for such Interest Period.  The Administrative Agent shall notify the Borrowers and each Bank promptly after having been advised by the Required Banks that a Eurocurrency Rate will not so adequately and fairly reflect such Banks’ costs as aforesaid.  If a requested Interest Period shall be unavailable in accordance with the foregoing sentence, the proposed Borrower may (A) in accordance with the provisions (including any requirements for notification) of subsection 2.1 request, at its option, that the requested Committed Rate Loans denominated in Dollars be made or maintained as ABR Loans or (B) withdraw the request for such Committed Rate Loans for which the Interest Period was unavailable by giving notice of such election to the Administrative Agent in accordance with subsection 2.11; provided, that if the Administrative Agent does not receive any notice hereunder with respect to requested Committed Rate Loans denominated in Dollars, such Borrower shall be deemed to have requested ABR Loans;

(v) with respect to Loans made by an Objecting Bank, no Interest Periods with respect to such Loans shall end after such Objecting Bank’s Commitment Expiration Date; and

(vi) no Interest Period shall end after the Termination Date.

“ISP”: with respect to any standby Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuing Bank”: (i) JPMorgan Chase Bank, N.A., in its capacity as issuer of any Letter of Credit, (ii) Bank of America, N.A., in its capacity as issuer of any Letter of Credit, or (iii) any other Bank that a Borrower may select from time to time that is willing to act as issuer of Letters of Credit, in its capacity as issuer of any Letter of Credit.

“Issuing Bank L/C Commitment”:  (i) with respect to JPMorgan Chase Bank, N.A., $100,000,000; (ii) with respect to Bank of America, N.A., $100,000,000; and (iii) with respect to any other Issuing Bank, the amount agreed by the Company and such Issuing Bank.  If the amount of the L/C Commitment is reduced, the Issuing Bank L/C Commitment of each Issuing Bank shall be ratably reduced simultaneously (based on the percentage by which the L/C Commitment is reduced).

“JD Luxembourg”:  as defined in the preamble hereto.

“JPMorgan Chase Bank, N.A.”:  JPMorgan Chase Bank, N.A., a national association.

“Judgment Currency”:  as defined in subsection 2.24.

“L/C Commitment”:  $200,000,000.

“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to subsection 2.26(e).  For

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all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Participants”:  the collective reference to all the Banks (other than, with respect to any Letter of Credit, the applicable Issuing Bank in its capacity as Issuing Bank) or any of them.

“Letter of Credit Fee”:  the rate per annum equal to the Eurocurrency Margin calculated on the Determination Date for Letters of Credit.

“Letters of Credit”:  as defined in subsection 2.26(a).

“Level”: Level I Rating, Level II Rating, Level III Rating, Level IV Rating, Level V Rating or Level VI Rating, as the context shall require.

“Level I Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is Aa3 or higher by Moody’s, AA- or higher by S&P and AA- or higher by Fitch.

“Level II Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is A1 by Moody’s, A+ by S&P and A+ by Fitch.

“Level III Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is A2 by Moody’s, A by S&P and A by Fitch.

“Level IV Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is A3 by Moody’s, A- by S&P and A- by Fitch.

“Level V Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is Baa1 by Moody’s, BBB+ by S&P and BBB+ by Fitch.

“Level VI Rating”: as of any date, such Level shall apply if the Company’s assigned Credit Rating as of such date is below Baa1 by Moody’s, below BBB+ by S&P and below BBB+ by Fitch.

“LIBOR Screen Rate”: as defined in the definition of Eurocurrency Rate.

“Loan Account”:  as defined in subsection 2.3; collectively, the “Loan Accounts”.

“Loan Assignees”:  as defined in subsection 10.5(c).

“Loan Assignment”:  an Assignment and Assumption, substantially in the form of Exhibit E.

“Loan Documents”: this Agreement, including schedules and exhibits hereto, and the Notes.

“Loans”:  the collective reference to the Committed Rate Loans, the Bid Loans and the Negotiated Rate Loans.

“Local Time”:  (a) in the case of Foreign Currency Loans denominated in Canadian Dollars, Toronto, Ontario time, (b) in the case of Foreign Currency Loans denominated in Australian Dollars, Sydney, Australia time, (c) in the case of Foreign Currency Loans denominated in New Zealand

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Dollars, Wellington, New Zealand time, (d) in the case of Foreign Currency Loans denominated in Euros, Brussels time, (e) in the case of all other Foreign Currency Loans, London time and (f) in all other cases, New York time.

“Losses”:  as defined in subsection 10.4(b).

“Luxembourg Obligations”:  the collective reference to the unpaid principal of and interest on the Loans made to JD Luxembourg and all other obligations and liabilities of JD Luxembourg (including, without limitation, interest accruing at the then applicable rate provided herein after the maturity of such Loans and interest accruing at the then applicable rate provided herein after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to JD Luxembourg, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Bank, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Banks that are required to be paid by JD Luxembourg pursuant to the terms of any of the foregoing agreements).

“Majority Banks”:  at any particular time, Banks having Commitment Percentages aggregating more than fifty percent; provided that (a) at any time after the termination of all the Commitments, “Majority Banks” shall mean Banks holding Extensions of Credit aggregating more than fifty percent in principal amount of the Total Extensions of Credit and (b) at any time after the Commitment Expiration Date with respect to any Objecting Bank (but prior to the termination of all the Commitments), “Majority Banks” shall mean Banks whose Exposure aggregates more than fifty percent of the aggregate Exposure of all the Banks.

“Margin Stock”:  as defined in Regulation U of the Board.

“Markit”:  Markit Group Limited or any successor thereto.

“Markit Data”:  as defined in subsection 2.22(a).

“Moody’s”:  Moody’s Investor Service, Inc.

“Mortgage”:  as defined in subsection 6.2.

“Negotiated Rate Loan”:  each Loan made to the Company or the Capital Corporation by a Bank pursuant to a Negotiated Rate Loan Request in such principal amount, for such number of Interest Periods (subject to the proviso to the definition of “Interest Period” in this subsection 1.1) and having such interest rate(s) and repayment terms as shall, in each case, be mutually agreed upon between such Borrower and such Bank.

“Negotiated Rate Loan Request”:  each request by the Company or the Capital Corporation for a Bank to make Negotiated Rate Loans, which shall be delivered to such Bank in writing, by facsimile transmission, or by telephone, immediately confirmed in writing, and which shall specify the amount to be borrowed and the proposed Borrowing Date.

“Negotiation Period”:  as defined in subsection 2.21.

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“Net Earnings Available for Fixed Charges”:  for any particular period for the Capital Corporation and its consolidated Subsidiaries, the sum of (i) consolidated net earnings of the Capital Corporation and such Subsidiaries for such period without deduction of Fixed Charges and without deduction of federal, state or other income taxes, provided that such net earnings for a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available statement of income of the Capital Corporation and its consolidated Subsidiaries for or covering such fiscal quarter and after such adjustments, if any, as may be required so that such net earnings are determined in accordance with GAAP, except that earned investment tax credits may be included as revenue in the consolidated income statement of the Capital Corporation and its consolidated Subsidiaries, rather than as an offset against the provision for income taxes and (ii) Support Payments received by the Capital Corporation in or in respect of such period.

“New Bank”:  as defined in subsection 2.20(b).

“New Bank Supplement”:  as defined in subsection 2.20(b).

“New Zealand Dollars”: the lawful currency of New Zealand.

“Non-Qualifying Bank”: as defined in subsection 2.17(e).

“Notes”:  the collective reference to any promissory note evidencing Loans.

“NYFRB”: the Federal Reserve Bank of New York.

“NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided,  further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Objecting Banks”:  as defined in subsection 2.16(a).

“Offered Increase Amount”:  as defined in subsection 2.20(a).

“Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Overnight Rate”: for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Effective Rate, and (b) with respect to any amount denominated in a Foreign Currency, at a rate reasonably determined by the Administrative Agent to be the cost to it of funding such amounts.

“Participant Register”:  as defined in subsection 10.5(b).

“Participants”:  as defined in subsection 10.5(b).

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“Participating Member State”:  any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Person”:  an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature, provided that for purposes of subsection 8(h), Person shall also include two or more entities acting as a syndicate or any other group for the purpose of acquiring, holding or disposing of securities of the Company.

“Plan”:  any pension plan which is covered by Title IV of ERISA and in respect of which either Borrower or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA.

“Pounds” or “£” or “Pounds Sterling”: the lawful currency of the United Kingdom.

“Prevailing Rating”:  at any date of determination, the Level then applicable; provided that for purposes of determining the applicable Level when the assigned Credit Ratings of the Company by all three Ratings Agencies do not fall within the same Level: (i) if the Credit Ratings of the Company assigned by S&P and Moody’s fall within the same Level, the Prevailing Rating shall be such Level, (ii) if the Credit Ratings of the Company assigned by S&P and Moody’s do not fall within the same Level and the ratings differential is one Level, the Prevailing Rating shall be determined solely by reference to the higher of (x) the Credit Rating of the Company assigned by S&P and (y) the Credit Rating of the Company assigned by Moody’s and (iii) if the Credit Ratings of the Company assigned by S&P and Moody’s do not fall within the same Level and the ratings differential is more than one Level, the Prevailing Rating shall be the Level one notch lower than the Level determined solely by reference to the higher of (x) the Credit Rating of the Company assigned by S&P and (y) the Credit Rating of the Company assigned by Moody’s.

“Prime Rate”: the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Purchasing Banks”:  as defined in subsection 10.5(d).

“Re-Allocation Date”:  as defined in subsection 2.20(e).

“Register”:  as defined in subsection 10.5(e).

“Reimbursement Obligation”:  the obligation of the Company or the Capital Corporation to reimburse an Issuing Bank pursuant to subsection 2.26(e) for amounts drawn under Letters of Credit issued for its account.

“Relevant Governmental Body”:  the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Report Period”:  as defined in subsection 2.18.

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“Reportable Event”:  any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder.

“Required Banks”:  at a particular time, Banks having Commitment Percentages aggregating at least 66-2/3%; provided that (a) at any time after the termination of all the Commitments, “Required Banks” means Banks holding Extensions of Credit aggregating at least 66-2/3% in principal amount of the Total Extensions of Credit and (b) at any time after the Commitment Expiration Date with respect to any Objecting Bank (but prior to the termination of all the Commitments), “Required Banks” means Banks whose Exposure aggregates at least 66-2/3% of the aggregate Exposure of all the Banks.

“Requirement of Law”:  as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves”:  as defined in subsection 2.13(c).

“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer”:  of a Borrower, the Chairman, the President, any Executive, Senior or other Vice President, the Treasurer, any Assistant Secretary and any Assistant Treasurer of such Borrower.

“Restricted Margin Stock”:  any Margin Stock, the sale, pledge or other disposition of which by the Company or any of its Subsidiaries is in any way restricted by an arrangement with any Bank or any affiliate thereof to the extent that the value thereof (determined in accordance with Regulation U of the Board) does not exceed 25% of the value (determined in accordance with such Regulation U) of all the assets subject to such restriction.

“Restricted Subsidiary”:  any Subsidiary of the Company incorporated in the United States of America or Canada (a) which is engaged in, or whose principal assets consist of property used by the Company or any Restricted Subsidiary in, the manufacture of products within the United States of America or Canada or in the sale of products principally to customers located in the United States of America or Canada except any corporation which is a retail dealer in which the Company has, directly or indirectly, an investment, or (b) which the Company shall designate as a Restricted Subsidiary in an officers’ certificate signed by two Responsible Officers of the Company and delivered to the Administrative Agent.

“S&P”:  Standard and Poor’s Financial Services LLC.

“Sale and Lease-back Transaction”:  as defined in subsection 6.3.

“Sanctions Laws and Regulations” means:

(i) 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 Directorate of Defense Trade Controls or the U.S. Department of Commerce Bureau of Industry and Security; and

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(ii) any sanctions measures imposed by the United Nations Security Council, the European Union or the United Kingdom.

“Screen Rate”: the LIBOR Screen Rate, the CDOR Screen Rate, the EURIBOR Screen Rate, the BBSY Screen Rate and/or the BKBM Screen Rate, as applicable.

“Securitization Indebtedness”:  the aggregate outstanding indebtedness for borrowed money, owner trust certificates (however classified) or credit enhancements incurred in connection with transactions involving (i) the sale, transfer or other disposition of receivables or leases (retail or wholesale) by the Capital Corporation or any of its Subsidiaries and (ii) the issuance of commercial paper, medium term notes or any other form of financing by any structured bankruptcy-remote Subsidiary of the Capital Corporation or any related conduit lender (such transactions, “Securitizations”), provided, that the aggregate outstanding credit enhancements in the form of cash or letter(s) of credit provided by the Capital Corporation or any of its Subsidiaries (other than any structured bankruptcy-remote Subsidiary) in excess of 10% of the aggregate outstanding indebtedness for borrowed money and owner trust certificates (however classified) incurred in connection with such Securitizations shall not be deemed for the purposes of this Agreement to be Securitization Indebtedness, but shall be deemed for purposes of subsection 7.2 to be Consolidated Senior Debt.

“Significant Subsidiary”:  of a Borrower, any Subsidiary of such Borrower the assets, revenues or net worth of which is, at the time of determination, equal to or greater than ten percent of the assets, revenues or net worth, respectively, of such Borrower at such time.

“SOFR”: with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“SOFR-Based Rate”:  SOFR, Compounded SOFR or Term SOFR.

“Subsidiary”:  of a Person, a corporation or other entity of which securities or other ownership interests having ordinary voting power (other than securities or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person or one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person.

“Support Payments”:  payments from the Company to the Capital Corporation made pursuant to that certain Support Agreement, dated as October 15, 1996, by and between the Company and the Capital Corporation, as amended by the First Amended Agreement, dated as of November 1, 2003, between the Company and the Capital Corporation.

“Syndication Agent”:  as defined in the preamble hereto.

“Termination Date”:  March 30, 2025 or such later date as shall be determined pursuant to the provisions of subsection 2.16 with respect to non-Objecting Banks.

“Term SOFR”: the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Total Commitments”: at any time, the aggregate amount of the Commitments then in effect.

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“Total Extensions of Credit”: at any time, the aggregate amount of the Extensions of Credit of the Banks outstanding at such time.

“Total Stockholders’ Equity”:  at a particular time, the total stockholders’ equity, exclusive of adjustments resulting from any accumulated other comprehensive income of the Company and its consolidated Subsidiaries as at the end of any fiscal quarter (including the last quarter of any fiscal year) as determined in accordance with GAAP.

“Transferees”:  as defined in subsection 10.5(g).

“Transfer Effective Date”:  the effective date of an assignment of Loans or Commitments under a Loan Assignment.

“Treaty”:  the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1987, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice Treaty (which was signed on February 26, 2001), each as amended from time to time and as referred to in legislative measures of the European Union for the introduction of, changeover to or operating of the Euro in one or more member states.

“Type”:  as to any Committed Rate Loan, its nature as an ABR Loan or Eurocurrency Loan.

“UCP”: with respect to any commercial Letter of Credit, the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the time of issuance and subject to which such Letter of Credit was issued).

“UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement”: with respect to any Currency, the Benchmark Replacement for such Currency excluding the Benchmark Replacement Adjustment for such Currency; provided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Withholding Agent”:  any Borrower or the Administrative Agent, as the case may be.

“Working Day”:  any Business Day on which dealings in foreign currencies and exchange between banks may be carried on in London, England and New York, New York.

“Write-Down and Conversion Powers”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time

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under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,  any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2 Other Definitional Provisions.  (a)  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

(a) As used herein and in any certificate or other document made or delivered pursuant hereto, accounting terms relating to any Borrower and its Subsidiaries not defined in subsection 1.1, and accounting terms partly defined in subsection 1.1 to the extent not defined, shall have the respective meanings given to them under GAAP.

(b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(c) Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the relevant Borrower.

1.3 Currency Conversion.

(a) If more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then (i) any reference in the Agreement to, and any obligations arising under the Agreement in, the general currency of that country (as opposed to a reference to a specific country) shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent (with the Borrowers’ consent, which shall not unreasonably be withheld) and (ii) any such translation from one currency or currency unit to another of any country shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down, as applicable, at least to the fifth decimal place.

(b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines (with the Borrowers’ consent, which shall not unreasonably be withheld) such amendment to be necessary to reflect the change in currency and to put the Bank in the same position, so far as possible, that they would have been in if no change in currency had occurred.

1.4 Interest Rates; LIBOR Notification.

The interest rate on Eurocurrency Loans denominated in Dollars and certain Foreign Currencies is determined by reference to the LIBOR Screen Rate, which is derived from the London interbank offered rate.  The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings in the applicable Currency from each other in the London interbank market.  In July 2017, the U.K. Financial Conduct Authority announced that, after the

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end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Loans.  In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate.  Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election with respect to any applicable Currency, subsection 2.11 provides a mechanism for determining an alternative rate of interest for Loans denominated in such Currency.  The Administrative Agent will notify the Borrower, pursuant to subsection 2.11, in advance, of any change to the reference rate for any Currency upon which the interest rate on Eurocurrency Loans denominated in such Currency is based.  However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurocurrency Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to subsection 2.11, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to subsection 2.11(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate for any Currency will be similar to, or produce the same value or economic equivalence of, the LIBOR Screen Rate or other applicable Screen Rate for Loans denominated in such Currency or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

SECTION 2. THE COMMITTED RATE LOANS; THE BID LOANS; THE NEGOTIATED RATE LOANS; AMOUNT AND TERMS

2.1 The Committed Rate Loans.  (a)  During the Commitment Period, subject to the terms and conditions hereof, each Bank severally agrees to make loans (individually, a “Committed Rate Loan”) to each Borrower in Dollars or in any Foreign Currency from time to time; provided that (i) after giving effect thereto, such Bank’s Committed Extensions of Credit then outstanding do not exceed the amount of such Bank’s Commitment and (ii) the Total Extensions of Credit then outstanding do not exceed the Total Commitments.  During the Commitment Period, each Borrower may use the Commitments by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.

(b) The Committed Rate Loans may be either (i) Eurocurrency Loans denominated in Dollars or any Foreign Currency, (ii) ABR Loans denominated in Dollars or (iii) a combination thereof as determined by the relevant Borrower; provided that the Foreign Currency Loans shall be Eurocurrency Loans.

(c) Each Borrower may borrow Committed Rate Loans on any Working Day, if the borrowing is of Eurocurrency Loans, or on any Business Day, if the borrowing is of ABR Loans; provided,  however, that a Responsible Officer of such Borrower shall give the Administrative Agent irrevocable notice thereof which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, New York City time, three Working Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans denominated in Dollars, (ii) prior to 12:00 Noon, Local Time, four Working Days prior to the requested Borrowing Date, in the case of Foreign Currency Loans, (iii) prior to 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans requested by the Company or Capital Corporation, and (iv) prior to 12:00 Noon, London time, on the requested Borrowing Date, in the case of ABR Loans requested by JD Luxembourg.  Each such notice shall be given in writing

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or by facsimile transmission substantially in the form of Exhibit A (with appropriate insertions) or shall be given by telephone (specifying the information set forth in Exhibit A) promptly confirmed by notice given in writing or by facsimile transmission substantially in the form of Exhibit A (with appropriate insertions).  On the day of receipt of any such notice from a Borrower, the Administrative Agent (or Foreign Currency Agent) shall promptly notify each Bank thereof.  Each Bank will make the amount of its share of each borrowing available to the Administrative Agent in the applicable Currency for the account of such Borrower at the office of the Administrative Agent set forth in subsection 10.2 at 11:00 A.M. (or 2:00 P.M., in the case of ABR Loans requested pursuant to clause (iii) above), Local Time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent as the Administrative Agent may direct.  The proceeds of all such Committed Rate Loans will be made available promptly to such Borrower by the Administrative Agent at the office of the Administrative Agent specified in subsection 10.2 by crediting the account of such Borrower on the books of such office of the Administrative Agent with the aggregate of the amount made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent.

(d) All Committed Rate Loans made to a Borrower shall be repaid in full by such Borrower on or before the Termination Date; provided, that Committed Rate Loans made by Objecting Banks shall be repaid as provided in subsection 2.16(b).  Notwithstanding anything herein to the contrary, each Borrower’s obligation to repay its Committed Rate Loans and pay the interest accrued thereon is a several obligation.

(e) JD Luxembourg appoints the Capital Corporation as its agent to make all borrowing requests on its behalf, to receive the proceeds of Loans and make payments in respect of Loans and otherwise act on behalf of JD Luxembourg under this Agreement.

(f) Each Bank may, at its option, make any Loan available to any Borrower by causing any foreign or domestic branch or affiliate of such Bank to make such Loan; provided that any exercise of such option (i) shall not affect the obligation of such Borrower to repay such Loan in accordance with the terms of this Agreement and (ii) shall not result in any adverse consequences to the Borrowers.

2.2 The Bid Loans; the Negotiated Rate Loans.  (a)  The Company and the Capital Corporation may borrow Bid Loans or Negotiated Rate Loans denominated in Dollars from time to time on any Business Day (in the case of Bid Loans made pursuant to an Absolute Rate Bid Loan Request), any Working Day (in the case of Bid Loans made pursuant to an Index Rate Bid Loan Request) or, in the case of Negotiated Rate Loans, on such days as shall be mutually agreed upon between the relevant Borrower and the applicable Bank, in each case during the Commitment Period and in the manner set forth in this subsection 2.2 and in amounts such that the Dollar Equivalent of the aggregate principal amount of Loans and L/C Obligations at any time outstanding shall not exceed the aggregate amount of the Commitments at such time.  Notwithstanding any other provision of this Agreement, the aggregate principal amount of the outstanding Bid Loans and/or Negotiated Rate Loans made by any Bank may at any time (but shall not be required to) exceed the Commitment of such Bank so long as the Dollar Equivalent of the aggregate outstanding principal amount of all Loans and L/C Obligations does not at any time exceed the aggregate amount of the Commitments.

(b) (i)  The Company and the Capital Corporation shall request Bid Loans or Negotiated Rate Loans by delivering (A) in the case of an Index Rate Bid Loan, a Bid Loan Request to the Administrative Agent, c/o JPMorgan Chase Bank, N.A., as Administrative Agent, 500 Stanton Christiana Road, NCC5, Floor 01, Newark, Delaware, 19713-2107, United States, Attention:  Ali Zigami, Telephone:  (302) 634-4834, Facsimile:  (302) 634-8459, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Borrowing Date, (B) in the case of an Absolute Rate Bid Loan, a Bid Loan Request to the Administrative Agent at the address set forth in clause (A) of this

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subsection 2.2(b)(i) not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Borrowing Date or (C) in the case of a Negotiated Rate Loan, a Negotiated Rate Loan Request to any Bank at such time as the applicable Borrower and the applicable Bank shall agree.  Each Bid Loan Request may solicit bids for Bid Loans in an aggregate principal amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof and for not more than three alternative Interest Periods for such Bid Loans.  The Administrative Agent shall promptly notify each Bid Loan Bank by facsimile transmission or by telephone, immediately confirmed by facsimile transmission, of the contents of each Bid Loan Request received by it.

(ii) In the case of an Index Rate Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bid Loan Bank that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Bid Loans at the Applicable Index Rate plus or minus a margin for each such Bid Loan determined by such Bid Loan Bank, in its sole discretion.  Any such irrevocable offer shall be made by delivering a Bid Loan Offer to the Administrative Agent at the address set forth in clause (i)(A) above before 10:30 A.M. (New York City time) three Working Days before the proposed Borrowing Date, setting forth the maximum amount of Bid Loans for each Interest Period, and the aggregate maximum amount for all Interest Periods, which such Bank would be willing to make and the margin above or below the Applicable Index Rate at which such Bid Loan Bank is willing to make each such Bid Loan.  The Administrative Agent shall advise the relevant Borrower before 11:00 A.M. (New York City time) three Working Days before the proposed Borrowing Date of the contents of each such Bid Loan Offer received by it.  If the Administrative Agent in its capacity as a Bid Loan Bank shall, in its sole discretion, elect to make any such offer, it shall advise such Borrower of the contents of its Bid Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Borrowing Date.

(iii) In the case of an Absolute Rate Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bid Loan Bank that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Bid Loans at a rate or rates of interest for each such Bid Loan determined by such Bid Loan Bank in its sole discretion.  Any such irrevocable offer shall be made by delivering a Bid Loan Offer to the Administrative Agent at the address set forth in clause (i)(A) of this subsection 2.2(b) before 9:30 A.M. (New York City time) on the proposed Borrowing Date, setting forth the maximum amount of Bid Loans for each Interest Period, and the aggregate maximum amount for all Interest Periods, which such Bid Loan Bank would be willing to make and the rate or rates of interest at which such Bid Loan Bank is willing to make each such Bid Loan.  The Administrative Agent shall advise the relevant Borrower before 10:00 A.M. (New York City time) on the proposed Borrowing Date of the contents of each such Bid Loan Offer received by it.  If the Administrative Agent in its capacity as a Bid Loan Bank shall, in its sole discretion, elect to make any such offer, it shall advise such Borrower of the contents of its Bid Loan Offer before 9:15 A.M. (New York City time) on the proposed Borrowing Date.

(iv) The relevant Borrower shall before 11:30 A.M. (New York City time) three Working Days before the proposed Borrowing Date (in the case of Bid Loans requested by an Index Rate Bid Loan Request) and before

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10:30 A.M. (New York City time) on the proposed Borrowing Date (in the case of Bid Loans requested by an Absolute Rate Bid Loan Request) either, in its absolute discretion:

(A) cancel such Bid Loan Request by giving the Administrative Agent telephone notice to that effect, or

(B) accept one or more of the offers made by any Bid Loan Bank or Bid Loan Banks pursuant to clause (ii) or clause (iii) of this subsection 2.2(b), as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent at the address set forth in clause (i)(A) of this subsection 2.2(b) of a Bid Loan Confirmation) of the amount of Bid Loans for each relevant Interest Period to be made by each Bid Loan Bank (which amount shall be equal to or less than the maximum amount for such Interest Period specified in the Bid Loan Offer of such Bid Loan Bank, and for all Interest Periods included in such Bid Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Bid Loan Offer for all such Interest Periods) and reject any remaining offers made by Bid Loan Banks pursuant to clause (ii) or clause (iii) above, as the case may be; provided,  however, that (x) such Borrower may not accept offers for Bid Loans for any Interest Period in an aggregate principal amount in excess of the maximum principal amount requested for such Interest Period in the related Bid Loan Request, (y) if such Borrower accepts any such offers, it must accept offers strictly based upon pricing (starting with the lowest pricing) for such relevant Interest Period and upon no other criteria whatsoever and (z) if two or more Bid Loan Banks submit offers for any Interest Period at identical pricing and such Borrower accepts any of such offers but does not wish to borrow the total amount offered by such Bid Loan Banks with such identical pricing, such Borrower shall accept offers from all of such Bid Loan Banks in amounts allocated among them pro rata according to the amounts offered by such Bid Loan Banks (or as nearly pro rata as shall be practicable, after giving effect to the requirement that Bid Loans made by a Bid Loan Bank on a Borrowing Date for each relevant Interest Period shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is not possible to make allocations in accordance with the provisions of this clause (z) such allocations shall be made in accordance with the instructions of such Borrower, it being understood that in no event shall any Bank be obligated to make any Bid Loan in a principal amount less than $5,000,000).

(v) If such Borrower notifies the Administrative Agent that a Bid Loan Request is cancelled pursuant to clause (iv)(A) of this subsection 2.2(b), the Administrative Agent shall give prompt telephone notice thereof to the Bid Loan Banks, and the Bid Loans requested thereby shall not be made.

(vi) (A)  If such Borrower accepts pursuant to clause (iv)(B) of this subsection 2.2(b) one or more of the offers made by any Bid Loan Bank or Bid Loan Banks pursuant to a Bid Loan Request, the Administrative Agent shall promptly notify by telephone each Bid Loan Bank which has made such an offer of the aggregate amount of such Bid Loans to be made on such Borrowing Date for each Interest Period and of the acceptance or rejection of any offers to make such Bid Loans made by such Bid Loan Bank.  Each Bid Loan Bank which is to make a Bid Loan pursuant to a Bid Loan Request shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Bid Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 10.2 the amount of Bid Loans to be made by such Bid Loan Bank, in immediately available funds.  The Administrative Agent will make such

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funds available to such Borrower as soon as practicable on such date at the Administrative Agent’s aforesaid address.

(B) If such Borrower and any Bank agree to the terms of a Negotiated Rate Loan to be made on a Borrowing Date pursuant to a Negotiated Rate Loan Request, such Borrower and such Bank shall promptly notify by telephone the Administrative Agent of the aggregate amount of Negotiated Rate Loans to be made on such Borrowing Date and the respective Interest Periods therefor.  Each Bank which is to make a Negotiated Rate Loan shall, at such time, on such Borrowing Date and at such location as shall be mutually agreed upon between such Borrower and such Bank, make available to such Borrower the amount of Negotiated Rate Loans to be made by such Bank, in immediately available funds.

(C) As soon as practicable after each Borrowing Date for Bid Loans and Negotiated Rate Loans, the Administrative Agent shall notify each Bank of the aggregate amount of Bid Loans or Negotiated Rate Loans advanced pursuant to a Bid Loan Request or Negotiated Rate Loan Request on such Borrowing Date and the respective Interest Periods therefor.

(c) Within the limits and on the conditions set forth in this subsection 2.2, the Company and the Capital Corporation may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2.

(d) The Company or the Capital Corporation, as applicable, shall repay to the Administrative Agent for the account of each Bid Loan Bank (or the Loan Assignee in respect thereof, as the case may be) which has made a Bid Loan to such Borrower on the last day of the Interest Period for each Bid Loan (such Interest Period being that specified by such Borrower for repayment of such Bid Loan in the related Bid Loan Request) the then unpaid principal amount of such Bid Loan.  Each Borrower shall repay to each Bank which has made a Negotiated Rate Loan to such Borrower (or the Loan Assignee in respect thereof, as the case may be) the principal thereof as agreed by such Borrower and such Bank.  Notwithstanding anything herein to the contrary, each Borrower’s obligation to repay its Bid Loans and Negotiated Rate Loans is a several obligation.

(e) Each Borrower shall pay interest on the unpaid principal amount of each Bid Loan and each Negotiated Rate Loan borrowed by such Borrower from the applicable Borrowing Date to the stated maturity date thereof, in the case of a Bid Loan, at the rate of interest determined pursuant to paragraph (b) of this subsection 2.2, and, in the case of a Negotiated Rate Loan, as agreed by such Borrower and the relevant Bank (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates (i) specified by such Borrower for such Bid Loan in the related Bid Loan Request and (ii) mutually agreed upon between such Borrower and such Bank in the case of Negotiated Rate Loans, provided that as to any Bid Loan in respect of which the stated maturity date is more than three months after such Borrowing Date, interest shall also be paid on the day which occurs three months after such Borrowing Date.  If all or a portion of the principal amount of any Bid Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Bank under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 1% above the rate which would otherwise be applicable to such Bid Loan until the scheduled maturity date with respect thereto and for each day thereafter at a rate per annum which is 1% above the ABR until paid in full (as well after as before judgment).  If all or any portion of the principal amount of any Negotiated Rate Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Bank under this Agreement, bear interest from the date on which such payment was due at a rate per annum as shall be mutually agreed upon between the relevant Borrower and the relevant Bank.  Notwithstanding anything herein to the contrary, each

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Borrower’s obligation to pay the interest accrued on its Bid Loans and Negotiated Rate Loans is a several obligation.

(f) After the first Bid Loan Request has been given hereunder, no Bid Loan Request or Negotiated Rate Loan Request shall be given until at least one Business Day, in the case of an Absolute Rate Bid Loan Request, or one Working Day, in the case of an Index Rate Bid Loan Request, after the earliest to occur of (i) the Borrowing Dates with respect to all prior Bid Loan Requests made pursuant to subsection 2.2(b)(i), (ii) the date on which all Bid Loan Banks have failed to submit Bid Loan Offers with respect to any Bid Loan Requests within the time specified in subsection 2.2(b)(ii) or (iii), as the case may be, and (iii) the date on which the relevant Borrower has cancelled all prior Bid Loan Requests pursuant to subsection 2.2(b)(iv).

2.3 Loan Accounts.  Each Bank, with respect to its Committed Rate Loans, Bid Loans and Negotiated Rate Loans, and the Administrative Agent, with respect to all Committed Rate Loans, Negotiated Rate Loans and Bid Loans, shall open and maintain in the name of each Borrower loan accounts (as to each Bank, its “Loan Account” applicable to such Borrower) on its books and records setting forth the amounts of principal, interest and other sums paid and payable by such Borrower from time to time hereunder in respect of such Loans, and the obligation of such Borrower to pay or repay, as the case may be, such amounts to such Bank shall be evidenced by such Bank’s Loan Account.  In case of any dispute, action or proceeding relating to any Committed Rate Loan, Bid Loan or Negotiated Rate Loan, the entries in such records shall constitute prima facie evidence of the accuracy of the information set forth therein.  In case of discrepancy between the entries in the Administrative Agent’s books and records and any Bank’s, the entries in the Administrative Agent’s books and records shall constitute prima facie evidence of the accuracy of the information set forth therein.

2.4 Fees.  (a)  The Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for the account of each Bank a commitment fee from and including the Closing Date to but excluding the date on which the Commitment of such Bank terminates hereunder, computed at a per annum rate equal to the Commitment Fee Rate on the average daily amount of the Available Commitment of such Bank in effect during the period for which payment is made, payable quarterly in arrears on the first Business Day of each January, April, July and October of each year and on the Termination Date or such earlier date on which the Commitments shall terminate as provided herein, commencing in July, 2020.  For purposes of calculating the commitment fee, any Bid Loans and Negotiated Rate Loans shall be deemed not to be outstanding.

(b) The Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for its own account all fees set forth in the letter agreement dated February 24, 2020 from JPMorgan Chase Bank, N.A. to the Borrowers.

(c) The Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for its own account all other fees payable to the Administrative Agent as the Borrowers and the Administrative Agent shall mutually agree from time to time.

2.5 Termination or Reduction of Commitments; Cancellation of Capital Corporation or JD Luxembourg as Borrower.  (a)  The Borrowers, acting jointly, shall have the right, upon not less than five Business Days’ notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments, provided that (i) any such reduction shall be accompanied by prepayment of Committed Rate Loans and reduction of the L/C Obligations hereunder, together with accrued interest on the amount so prepaid to the date of such prepayment, to the extent, if any, that the Dollar Equivalent of the aggregate outstanding principal amount of all Loans and L/C Obligations exceeds the amount of the Commitments as then reduced and (ii) any such termination of the

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Commitments shall be accompanied by prepayment in full of the Loans then outstanding hereunder in accordance with subsection 2.6 and payment of all Reimbursement Obligations together with accrued fees and interest thereon, and cash collateralization of outstanding Letters of Credit in an amount equal to the aggregate then undrawn and unexpired amount thereof (or the provision of other credit support acceptable to the applicable Issuing Banks), and any termination of a Bank’s Commitment pursuant to subsection 2.13, 2.16 or 2.17 shall, with respect to each affected Loan, on the last day of the applicable Interest Period therefor or, if earlier, on such earlier date as shall be notified by the Borrowers, be accompanied by prepayment in full of such Loan, together with, in each case, accrued interest thereon to the date of such prepayment, the payment of any Reimbursement Obligation owed to such Bank or unpaid commitment fee then accrued hereunder, the payment of any Letter of Credit interest and fees then accrued hereunder, and the payment of any amounts then payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17.  Upon receipt of such notice from the Borrowers the Administrative Agent shall promptly notify each Bank thereof.  Any reduction of the Commitments pursuant to this subsection 2.5 shall be in an amount not less than $25,000,000, and shall be an amount which is a whole multiple of $5,000,000, and shall reduce permanently the amount of the Commitments then in effect.

(b) The Company may cancel the ability of the Capital Corporation to borrow hereunder upon not less than five Business Days’ notice to the Administrative Agent.  Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Bank thereof.  On the first day following receipt of such notice, on which all Loans to the Capital Corporation and all interest thereon shall have been paid in full and all Reimbursement Obligations arising in connection with Letters of Credit issued for the account of the Capital Corporation, together with the accrued interest and fees thereon, shall have been paid in full and all outstanding Letters of Credit issued for the account of the Capital Corporation shall have been cash collateralized in an amount equal to the aggregate then undrawn and unexpired amount thereof (or otherwise credit supported in a manner acceptable to the applicable Issuing Banks), and notwithstanding any other provision of this Agreement, (i) the Capital Corporation shall cease to be a party hereto or to have any right or obligation hereunder, (ii) rights and obligations expressed herein to be, in effect, of the Company, the Capital Corporation or JD Luxembourg, each of them or of any of them together with the Capital Corporation, but not any such rights and obligations expressed herein to be of the Capital Corporation only, shall be deemed to be rights and obligations of the Company only and (iii) the Banks shall cease to have any right or obligation hereunder which depends or is contingent upon any action, condition or performance, or the absence thereof, whether past or present, of the Capital Corporation other than any action, condition or performance, or the absence thereof, of the Capital Corporation in its capacity as a Subsidiary, Significant Subsidiary or Restricted Subsidiary hereunder; provided,  however, that the obligation of the Capital Corporation to make any payment pursuant to subsection 2.13, 2.14, 2.15 or 2.17 which arises prior to the cancellation of the ability of the Capital Corporation to borrow hereunder shall survive the cancellation of the ability of the Capital Corporation to borrow hereunder; provided further that any cancellation of the ability of the Capital Corporation to borrow hereunder shall be accompanied by the cancellation of the ability of JD Luxembourg to borrow hereunder pursuant to clause (c) below.

(c) The Company may cancel the ability of JD Luxembourg to borrow hereunder upon not less than five Business Days’ notice to the Administrative Agent.  Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Bank thereof.  On the first day following receipt of such notice, on which all Loans to JD Luxembourg and all interest thereon shall have been paid in full, and notwithstanding any other provision of this Agreement, (i) JD Luxembourg shall cease to be a party hereto or to have any right or obligation hereunder, (ii) rights and obligations expressed herein to be, in effect, of each of the Company, the Capital Corporation or JD Luxembourg, each of them or any of them together with JD Luxembourg, but not any such rights and obligations expressed herein to be of JD Luxembourg only, shall be deemed to be rights and obligations of the Company and the Capital Corporation, as applicable, only and (iii) the Banks shall cease to have any right

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or obligation hereunder which depends or is contingent upon any action, condition or performance, or the absence thereof, whether past or present, of JD Luxembourg other than any action, condition or performance, or the absence thereof, of JD Luxembourg in its capacity as a Subsidiary, Significant Subsidiary or Restricted Subsidiary hereunder; provided,  however, that the obligation of JD Luxembourg to make any payment pursuant to subsection 2.13, 2.14, 2.15 or 2.17 which arises prior to the cancellation of the ability of JD Luxembourg to borrow hereunder shall survive the cancellation of the ability of JD Luxembourg to borrow hereunder.

2.6 Prepayments.  (a)  Each Borrower may at any time and from time to time prepay its Committed Rate Loans in whole or in part, without premium or penalty, but subject to the provisions of subsection 2.14, upon at least three Working Days’ irrevocable notice (by 11:00 A.M. Local Time), in the case of Eurocurrency Loans, or same day irrevocable notice in the case of ABR Loans, in each case to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of its Eurocurrency Loans, ABR Loans, or a combination thereof, and if of a combination thereof, the amount of prepayment allocable to each.  Upon receipt of such notice the Administrative Agent shall promptly notify each Bank thereof.  If such notice is given, the Borrower delivering such notice shall make such prepayment, and the payment of the amount specified in such notice shall be due and payable, on the date specified therein, together with accrued interest to such date on the amount prepaid and any amounts payable pursuant to subsections 2.14 and 2.15.  Except as provided in the immediately following sentence, partial prepayments shall be in an aggregate principal amount of $5,000,000, or a whole multiple thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans); provided, however, that after giving effect thereto, the aggregate principal amount of all Committed Rate Loans made on the same Borrowing Date shall not be less than $25,000,000 (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans).  Anything contained in this subsection 2.6 to the contrary notwithstanding, partial prepayments of a Cancelled Bank’s Loans in connection with the termination under subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b), or upon a Defaulting Bank becoming a Cancelled Bank, of such Cancelled Bank’s Commitment (in whole or in part) shall be in an amount equal to the principal amount of the Loans of such Bank being prepaid, notwithstanding the amount thereof, and shall be permitted notwithstanding the provisions of the foregoing proviso.  The Company and the Capital Corporation may prepay Negotiated Rate Loans or Bid Loans on such terms as shall be mutually agreed upon between the relevant Borrower and the relevant Bank.

(b) If, on any Calculation Date, the Total Extensions of Credit outstanding on such date exceed the Total Commitments, on such date, the Borrowers shall, without notice or demand, within five Business Days (i) repay Loans and reduce L/C Obligations in an aggregate principal amount such that, after giving effect thereto, the Total Extensions of Credit shall be equal to or less than the Total Commitments and (ii) pay interest and fees accrued to the date of such payment, prepayment or reduction on the principal so prepaid or reduced and any amounts payable under subsection 2.14 in connection therewith.

2.7 Minimum Amount of Certain Loans.  All borrowings, conversions, continuations, payments and, except as set forth in the penultimate sentence of subsection 2.6, prepayments in respect of Committed Rate Loans shall be in such amounts and be made pursuant to such elections that, after giving effect thereto, (a) the aggregate principal amount of Committed Rate Loans made on any Borrowing Date shall not be less than $25,000,000 or a whole multiple of $5,000,000 in excess thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans) and (b) the aggregate principal amount of Committed Rate Loans of any Type with the same Interest Period shall not be less than $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans).

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2.8 Committed Rate Loan Interest Rate and Payment Dates.  (a)  The Eurocurrency Loans shall bear interest for the period from the date thereof until the stated maturity thereof on the unpaid principal amount thereof at a rate per annum equal to the Eurocurrency Rate determined for the Interest Period therefor plus the Applicable Margin.

(b) The ABR Loans shall bear interest for each day during the period from the date thereof until the payment in full thereof on the unpaid principal amount thereof at a fluctuating rate per annum equal to the ABR for such day plus the Applicable Margin.

(c) If all or a portion of the principal amount of any of the Committed Rate Loans or Reimbursement Obligations shall not be paid when due (whether at the stated maturity, by acceleration or otherwise) such overdue principal amount of such Committed Rate Loan and Reimbursement Obligations (i) shall bear interest at a rate per annum which is 1% above the rate which would otherwise be applicable pursuant to subsection 2.8(a) or (b) as the case may be, from the date when such principal amount is due until the date on which such amount is paid in full and (ii) shall, if such Committed Rate Loan is a Eurocurrency Loan denominated in Dollars, be converted to an ABR Loan at the end of the Interest Period applicable thereto.

(d) Interest shall be payable in arrears on each Interest Payment Date.

2.9 Conversion and Continuation Options.  (a)  The relevant Borrower may elect from time to time to convert Committed Rate Loans denominated in Dollars of one Type into Committed Rate Loans denominated in Dollars of another Type by giving to the Administrative Agent irrevocable notice of such conversion by the earliest time that they would have been required to give notice under subsection 2.1(c) if they had been borrowing Committed Rate Loans of each such Type on the conversion date specified in such notice, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto.  Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor.  Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof.  All or any part of outstanding Eurocurrency Loans and ABR Loans denominated in Dollars may be converted as provided herein, provided that no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to (i) in the case of a Loan made by an Objecting Bank, such Objecting Bank’s Commitment Expiration Date, and (ii) in the case of all Loans, the Termination Date.

(b) Any Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving notice to the Administrative Agent or the Foreign Currency Agent, as the case may be, such notice to be given by the time it would have been required to give notice under subsection 2.1(c) if it had been borrowing Eurocurrency Loans on the last day of the then expiring Interest Period therefor, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan denominated in Dollars may be continued as such after the date that is one month prior to (i) in the case of a Loan made by an Objecting Bank, such Objecting Bank’s Commitment Expiration Date, and (ii) in the case of all Loans, the Termination Date.  Upon receipt of any such notice, the Administrative Agent or the Foreign Currency Agent, as the case may be, shall promptly notify each Bank thereof.

2.10 Computation of Interest and Fees.  (a)  Commitment fees and interest in respect of ABR Loans based upon clause (a) of the definition of ABR shall be calculated on the basis of a 365- (or 366- as the case may be) day year for the actual days elapsed (including the first day and excluding the last day).  Interest in respect of Eurocurrency Loans, Bid Loans and ABR Loans based upon clause (b) or (c) of the definition of ABR and Letter of Credit Fees shall be calculated on the basis of a 360-day year for the actual days elapsed (including the first day and excluding the last day), provided, that interest in

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respect of Foreign Currency Loans denominated in Pounds Sterling, Australian Dollars, Canadian Dollars or New Zealand Dollars shall be calculated on the basis of a 365- (or 366- as the case may be) day year for actual days elapsed. The Administrative Agent shall promptly notify the Borrowers and the Banks of each determination of a Eurocurrency Rate.  Any change in the interest rate on a Committed Rate Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change in the ABR shall become effective.  The Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly notify the Borrowers and the Banks of the effective date and the amount of each such change.

(b) Each determination of an interest rate by the Administrative Agent or the Foreign Currency Agent, as applicable, pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Banks in the absence of manifest error.

2.11 Inability to Determine Interest Rate.  (a)  In the event that the Administrative Agent or the Foreign Currency Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon the Borrowers) that (i) subject to clause (c) below, by reason of circumstances affecting the interbank market for the applicable Currency generally, adequate and reasonable means do not exist for ascertaining the Screen Rate for such Currency for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurocurrency Loans or (ii) that deposits in the applicable Currency are not generally available, or cannot be obtained by the Banks, in the applicable market (any Foreign Currency affected by the circumstances described in clause (i) or (ii) is referred to as an “Affected Foreign Currency”), the Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period for such Eurocurrency Loans.  If such notice is given, such Borrower may (A) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans denominated in Dollars be made as, continued as or converted into, as the case may be, ABR Loans, (B) request that any outstanding Foreign Currency Loans in an Affected Foreign Currency be converted, on the last day of the then-current Interest Period, to Dollar Loans at the applicable Exchange Rate or (C) in the case of Loans requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent or the Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time) one Business Day prior to the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent or the Foreign Currency Agent, as applicable, does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans or, in the case of Foreign Currency Loans, shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, Dollar Loans which are (1) ABR Loans (in the case of clause (i) above) or (2) Eurocurrency Loans (in the case of clause (ii) above).  Until the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent or the Foreign Currency Agent, as applicable, no further Eurocurrency Loans denominated in Dollars (in the case of clause (i) above) or in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurocurrency Loans.

(b)   In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that by reason of circumstances affecting the interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Screen Rate for any Interest Period with respect to a proposed Bid Loan to be made pursuant to an Index Rate Bid Loan Request; provided that no Benchmark Transition Event shall have occurred at such time, the Administrative Agent shall forthwith give notice of such determination to the relevant Borrower and

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the Bid Loan Banks at least two Business Days prior to the proposed Borrowing Date, and such Bid Loans shall not be made on such Borrowing Date.  Until any such notice has been withdrawn by the Administrative Agent, no further Index Rate Bid Loan Requests shall be submitted by any Borrower.

(c)  Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, with respect to any Currency, the Administrative Agent and the Borrowers may amend this Agreement to replace the LIBOR Screen Rate for Loans denominated in such Currency with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Banks and the Borrowers, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Banks comprising the Majority Banks; provided that, with respect to any such proposed amendment containing any SOFR-Based Rate, the Banks shall be entitled to object only to the Benchmark Replacement Adjustment contained therein.  Any such amendment with respect to an Early Opt-in Election will become effective on the date that Banks comprising the Majority Banks have delivered to the Administrative Agent written notice that such Majority Banks accept such amendment. No replacement of the LIBOR Screen Rate for Loans denominated in any applicable Currency with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date in respect of such Currency.

(e)  In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Borrowers, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(f)  The Administrative Agent will promptly notify the Borrowers and the Banks of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period.  Any determination, decision or election that may be made by the Administrative Agent, the Borrowers or Banks pursuant to this subsection 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this subsection 2.11.

(g)  Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, no further Eurocurrency Loans denominated in the affected Currency shall be made or continued as such (it being understood that in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), the applicable Borrower may (A) request that the affected Loans denominated in Dollars be made as, continued as or converted into, as the case may be, ABR Loans or (B) request that any outstanding Foreign Currency Loans in an affected currency be converted, on the last day of the then-current Interest Period, to Dollar Loans at the applicable Exchange Rate), nor (if the LIBOR Screen Rate for Dollars is affected) shall any Borrower have the right to convert ABR Loans to Eurocurrency Loans.

2.12 Pro Rata Treatment and Payments.  (a)  All payments (including prepayments) to be made by the Borrowers on account of principal, Reimbursement Obligations, interest and fees shall be

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made without defense, set-off or counterclaim and shall be made, in the case of fees and principal of, and interest on, Loans (other than Negotiated Rate Loans) and Reimbursement Obligations at the Administrative Agent’s office specified in subsection 10.2, in each case in the relevant Currency in which the Loan was made (and in dollars in the case of Reimbursement Obligations) and in immediately available funds not later than 11:00 A.M. (Local Time) on the date due.  The Administrative Agent shall distribute such payments to the Banks entitled thereto on the day of receipt in like funds as received, provided that the Administrative Agent shall have received such payments not later than 11:00 A.M. (Local Time).  If the Administrative Agent shall distribute such payments to the Banks entitled thereto on a date after the date on which such payments were received prior to 11:00 A.M. (Local Time), the Administrative Agent shall pay to each such Bank on demand an amount equal to the product of (i) the daily average applicable Overnight Rate, times (ii) the amount of such Bank’s share of such payment, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of receipt of payment by the Administrative Agent to but excluding the date on which such Bank’s share of such payment shall have become immediately available to such Bank and the denominator of which is 360.  All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees relating to Negotiated Rate Loans shall be made to the Bank with respect thereto on such terms, at such address and at such time as shall be mutually agreed upon between the relevant Borrower and the relevant Bank in lawful money of the United States of America on the date due.

(b) (i)  Each borrowing by a Borrower of Committed Rate Loans and each payment of principal in respect of Committed Rate Loans (subject to the provisions of subsection 2.20(e)) shall be made in accordance with the following requirements:

(A) All borrowings of Committed Rate Loans and all principal payments in respect of such Loans, shall be made pro rata according to the respective Commitments of the Banks.

(B) As provided in clause (b)(ii) below, if any principal payment is made in respect of any Loans (other than Negotiated Rate Loans) on any day on which principal amounts are due and owing in respect of any Loans (other than Negotiated Rate Loans), such principal payment shall be applied to the Banks pro rata according to the respective amounts of principal due and owing to the Banks under this Agreement.

(ii) Except as provided in subsections 2.13, 2.16 and 2.17, each reduction of the Commitments shall be made pro rata among the Banks according to their respective Commitment Percentages.  Each payment by the Borrowers under this Agreement or of any Loan (other than Negotiated Rate Loans) shall be applied, first, to any fees then due and owing pursuant to subsections 2.4 and 2.26, second, to interest then due and owing in respect of the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations and third, to principal then due and owing hereunder (other than principal due and owing under Negotiated Rate Loans) under the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations.  Each payment made by the Company or the Capital Corporation under this Agreement relating to a Negotiated Rate Loan to the Bank with respect thereto shall be applied, first, to interest then due and owing in respect of such Negotiated Rate Loan and second, to principal then due and owing hereunder with respect to such Negotiated Rate Loan and under such Negotiated Rate Loan.  Each payment (other than voluntary prepayments made when no principal payments are due and owing hereunder) by a Borrower on account of principal of and interest on the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations shall be made for the

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account of each Bank pro rata according to the respective amounts of principal, Reimbursement Obligations and interest due and owing to such Bank under this Agreement.  Subject to the requirements of clause (i) of this paragraph (b), each payment by a Borrower on account of principal of the Loans (other than Negotiated Rate Loans) and Reimbursement Obligations shall be applied, first, to such of its Committed Rate Loan borrowings and Reimbursement Obligations as such Borrower may designate and, second, after all Committed Rate Loans and Reimbursement Obligations shall have been paid in full, to all of its Absolute Rate Bid Loans or Index Rate Bid Loans made on the same Borrowing Date with the same Interest Period as such Borrower may designate, pro rata according to the respective amounts outstanding; provided,  however, that prepayments made pursuant to subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) shall be applied in accordance with such subsection.

(c) If any payment hereunder (other than payments on the Eurocurrency Loans and Index Rate Bid Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurocurrency Loan or Index Rate Bid Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.  With respect to any extension of the payment of principal pursuant to this subsection 2.12(c), interest thereon shall be payable at the then applicable rate during such extension.

(d) Unless the Administrative Agent shall have been notified in writing by any Bank prior to the date of the Committed Rate Loan, Committed Rate Loans, Bid Loan or Bid Loans to be made by such Bank (which notice shall be effective upon receipt) that such Bank will not make its pro rata share of the amount of the requested borrowing on such date available to the Administrative Agent, the Administrative Agent may assume that such Bank has made such amount available to it on such date and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount.  If a Bank shall make such amount available to the Administrative Agent on a date after such Borrowing Date, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average applicable Overnight Rate, times (ii) the amount of such Bank’s pro rata share of such borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to but excluding the date on which such Bank’s pro rata share of such borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360.  A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this subsection 2.12(d) shall be conclusive, absent manifest error.  If such Bank’s pro rata share is not in fact made available to the Administrative Agent by such Bank within three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover such amount, on demand, from the relevant Borrower with interest thereon at the rate equal to the product of (i) during the period from and including such Borrowing Date to the Business Day next following the date of such demand, the daily average applicable Overnight Rate, times a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to but excluding the Business Day next following the date of such demand and the denominator of which is 360 and (ii) thereafter, the interest rate or rates applicable to the Loan or Loans funded by the Administrative Agent on behalf of such Bank on such Borrowing Date, times a fraction, the numerator of which is the number of days which elapse from and including the Business Day next following the date of such demand to but excluding the date such amount is recovered by the Administrative Agent from such Borrower and the denominator of which is 360.  In the event any Bank’s pro rata share of a borrowing is not made available to the Administrative Agent in accordance with this paragraph within three Business Days of the applicable Borrowing Date (i) such Bank shall, during the period from such Borrowing Date

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to the date such Bank makes its pro rata share of the applicable borrowing available, not accrue and shall not be entitled to receive any commitment fee under subsection 2.4 and (ii) each Borrower may exercise or pursue any other rights, remedies, powers and privileges against such Bank as are provided by law or by contract.

2.13 Requirements of Law.  (a)  If any Bank shall determine that by reason of (i) the introduction after the date hereof of any applicable law, regulation or guideline or any change after the date hereof in any applicable law, regulation or guideline (including the phasing-in of a provision of any applicable law, regulation or guideline) or in the interpretation thereof by any governmental or other regulatory authority charged with the administration thereof or any court of competent jurisdiction and/or (ii) compliance by such Bank with any requirement adopted after the date hereof or directive adopted after the date hereof from any central bank or other fiscal, monetary or other regulatory authority (whether or not having the force of law), there shall be any increase in the cost of such Bank of maintaining or giving effect to its obligations with respect to Committed Rate Loans or Letters of Credit under this Agreement or maintaining its Commitment with respect to Committed Rate Loans or Letters of Credit or making or maintaining any Eurocurrency Loans or any reduction in any amount receivable by such Bank in respect of Eurocurrency Loans under this Agreement, notwithstanding the reasonable efforts (such reasonable efforts not to result in the incurrence of additional costs or expenses) of such Bank to mitigate such increase or reduction (excluding for purposes of this subsection 2.13 any such increased costs resulting from (x) Indemnified Taxes (as to which subsection 2.17 shall govern), (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its applicable lending office or any political subdivision thereof and (z) FATCA), then the relevant Borrower shall from time to time on receipt (whenever occurring) of a certificate from such Bank (which shall be executed by an officer thereof and a copy of which shall be delivered to the Administrative Agent) pay to such Bank such amounts as are stated therein to be required to indemnify such Bank against such increased costs or reduction; provided, however, that if such Borrower becomes obligated to pay any Bank any additional amount pursuant to this subsection 2.13(a), such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable to such Bank pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amount payable to such Bank hereunder and/or, upon giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit); provided, further, that such Borrower shall not be obligated to pay any Bank any additional amount pursuant to this subsection 2.13(a) (A) which constitutes a present or future income, stamp or other tax, levy, impost, duty, charge, fee, deduction or withholding referred to in subsection 2.17(a) or (B) as a result of any law, rule, guideline, regulation, request or directive regarding capital adequacy or liquidity referred to in subsection 2.13(b).  A certificate of such Bank as to the amount of such increased costs or reduction shall set forth in reasonable detail the computation of such increased costs or reduction, and shall be binding and conclusive in the absence of manifest error.  A Bank which demands indemnification hereunder as a result of an increased cost or reduction referred to herein shall deliver the certificate referred to above to the relevant Borrower demanding indemnification no later than the later of (y) the thirtieth day immediately following each payment or realization by such Bank of such increased cost or reduction (and such certificate shall certify that the amounts set forth therein were paid or realized within such thirty-day period) and (z) the thirtieth day immediately following such Bank’s knowledge of the incurrence or realization by such Bank of such increased cost or reduction (and such certificate shall so certify).

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(b) In the event that any Bank shall have determined that the adoption after the date hereof of any law, rule, guideline or regulation regarding capital adequacy or liquidity, or any change after the date hereof in any existing or future law, rule, guideline or regulation regarding capital adequacy or liquidity (excluding, however, the phasing-in of any existing law, rule, regulation or guideline regarding capital adequacy or liquidity) or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive made or adopted after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does or shall have the effect of reducing the rate of return on such Bank’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Bank to be material, then from time to time, within 30 days after receipt (whenever occurring) of a certificate from such Bank (which shall be executed by an officer thereof and a copy of which shall be delivered to the Administrative Agent), the Company and the Capital Corporation jointly and severally agree to pay to such Bank such additional amounts as are stated therein to be required to compensate it for such reduction; provided,  however, that if such Borrower becomes obligated to pay any Bank any additional amount pursuant to this subsection 2.13(b), such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amounts payable to it hereunder and/or, upon giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit) (but only if after giving effect to such cancellation and prepayment the Total Extensions of Credit do not exceed the Total Commitments).  A certificate of such Bank as to the amount of such reduction shall set forth in reasonable detail the computation of such reduction, and shall be binding and conclusive in the absence of manifest error.  A Bank which demands indemnification hereunder as a result of a reduction referred to herein shall deliver the certificate referred to above to the relevant Borrower demanding indemnification no later than the later of (i) the thirtieth day immediately following each realization by such Bank of such reduction (and such certificate shall certify that the amounts set forth therein were realized within such thirty-day period) and (ii) the thirtieth day immediately following such Bank’s knowledge of the realization by such Bank of such reduction (and such certificate shall so certify).

(c) Each Borrower shall pay to each Bank that delivers a certificate to such Borrower in accordance with this subsection (c) such amounts as shall be necessary to reimburse such Bank for the costs (determined in accordance with the immediately following sentence), if any, incurred by such Bank, as a result of the application to such Bank during any period on which there are outstanding Eurocurrency Loans advanced by such Bank to such Borrower of basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of such Board) maintained by a member bank of such System (any such reserves dealing with reserve requirements prescribed for eurocurrency funding being referred to as “Reserves”), such amount to be set forth in a certificate of such Bank delivered to the relevant Borrower; provided,  however, that if a Bank gives to a Borrower the written notice contemplated by the proviso set forth in the second following sentence, such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with

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accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amounts payable to it hereunder and/or upon giving not less than three Working Days’ notice to such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit).  Amounts certified by a Bank hereunder for any period shall represent such Bank’s calculation or, if an accurate calculation is impracticable, reasonable estimate (using such reasonable means of allocation as such Bank shall determine) of the actual costs, if any, theretofore incurred by such Bank as a result of the application of Reserves to Eurocurrency liabilities (as referred to in Regulation D referred to above) of such Bank in an amount equal to such Bank’s Eurocurrency Loans during such period and in any event shall not exceed the amount obtainable utilizing the maximum Reserves prescribed by the Board or other Governmental Authority having jurisdiction with respect thereto for such period.  Such payment shall be made within fifteen days after receipt by the relevant Borrower of a certificate, signed by an officer of the Bank delivering such certificate, which certificate shall be binding and conclusive in the absence of demonstrable error, specifying the period (prior to the date of such certificate) during which the cost set forth therein was incurred by such Bank and stating (i) that such amount represents the actual cost, or, if an accurate calculation of such cost is impracticable stating that such amount represents such Bank’s reasonable estimate of the actual cost, incurred by such Bank during such period as a result of the application of Reserves to Eurocurrency liabilities of such Bank in an amount equal to such Bank’s Eurocurrency Loans during such period and specified in such certificate and (ii) that the amount set forth therein does not in any event exceed the amount obtainable utilizing the maximum Reserves prescribed for such period by the Board or such other Governmental Authority having jurisdiction with respect thereto; provided that the obligation of the Borrowers to pay any amounts pursuant to this subsection 2.13(c) shall apply only in the case of those Banks that give to the relevant Borrower and the Administrative Agent, no later than 3:00 P.M. (Local Time) on the day that is two Working Days prior to the applicable Borrowing Date therefor, a written notice stating that such Bank intends to demand reimbursement pursuant hereto.  A Bank which demands reimbursement of Reserve costs hereunder on account of a Eurocurrency Loan made by such Bank shall deliver the certificate referred to in the preceding sentence to the relevant Borrower setting forth the items specified in clauses (i) and (ii) of the preceding sentence no later than the thirtieth day immediately following the last day of the Interest Period applicable to such Eurocurrency Loan.

(d) If any Governmental Authority of the jurisdiction of any Foreign Currency (or any other jurisdiction in which the funding operations of any Bank shall be conducted with respect to such Foreign Currency) shall put into effect after the date hereof any reserve, liquid asset or similar requirement with respect to any category of deposits or liabilities customarily used to fund loans in such Foreign Currency (excluding any Reserves), or by reference to which interest rates applicable to loans in such Foreign Currency are determined, and the result of such requirement shall be to increase the cost to such Bank of making or maintaining any Foreign Currency Loan in such Foreign Currency, and such Bank shall deliver to the Borrowers a notice requesting compensation under this paragraph, then the Borrower will pay to such Bank on each Interest Payment Date with respect to each affected Foreign Currency Loan an amount that will compensate such Bank for such additional cost; provided, that the Borrowers shall not be required to compensate a Bank pursuant to this paragraph for any amounts incurred more than three months prior to the date that such Banks notifies the Borrowers of such Bank’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect.  Notwithstanding the foregoing, if a Bank gives to a Borrower the written notice contemplated by the proviso set forth in the following sentence, such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the

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Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amounts payable to it hereunder and/or upon giving not less than three Working Days’ notice to such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit).  Such payment shall be made within fifteen days after receipt by the relevant Borrower of a certificate, signed by an officer of the Bank delivering such certificate, which certificate shall be binding and conclusive in the absence of demonstrable error, specifying the period (prior to the date of such certificate) during which the cost set forth therein was incurred by such Bank and stating (i) that such amount represents the actual cost, or, if an accurate calculation of such cost is impracticable stating that such amount represents such Bank’s reasonable estimate of the actual cost, incurred by such Bank during such period as a result of the application of such reserve, liquid asset or similar requirements in an amount equal to such Bank’s Foreign Currency Loans during such period and specified in such certificate and (ii) that the amount set forth therein does not in any event exceed the amount obtainable utilizing such reserves prescribed for such period by such Governmental Authority having jurisdiction with respect thereto; provided that the obligation of the Borrowers to pay any amounts pursuant to this subsection 2.13(d) shall apply only in the case of those Banks that give to the relevant Borrower and the Administrative Agent, no later than 3:00 P.M. (Local Time) on the day that is two Working Days prior to the applicable Borrowing Date therefor, a written notice stating that such Bank intends to demand reimbursement pursuant hereto.  A Bank which demands reimbursement of reserve costs hereunder on account of a Foreign Currency Loan made by such Bank shall deliver the certificate referred to in the preceding sentence to the relevant Borrower setting forth the items specified in clauses (i) and (ii) of the preceding sentence no later than the thirtieth day immediately following the last day of the Interest Period applicable to such Foreign Currency Loan.

(e) Notwithstanding any other provision of this Agreement, if (A) the adoption of any law, rule or regulation after the date of this Agreement, (B) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (C) compliance by any Bank with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, shall make it unlawful for any such Bank to make or maintain any Foreign Currency Loan or to give effect to its obligations as contemplated hereby with respect to any Foreign Currency Loan, then, by written notice to the Borrowers and to the Administrative Agent:

(i) such Bank or Banks may declare that Foreign Currency Loans (in the affected Currency or Currencies) will not thereafter (for the duration of such unlawfulness) be made by such Bank or Banks hereunder (or be continued for additional Interest Periods), whereupon any request for a Foreign Currency Loan (in the affected Currency or Currencies) or to continue a Foreign Currency Loan (in the affected Currency or Currencies, as the case may be, for an additional Interest Period) shall, as to such Bank or Banks only, be of no force and effect, unless such declaration shall be subsequently withdrawn; and

(ii) such Bank may require that all outstanding Foreign Currency Loans (in the affected Currency or Currencies), made by it be converted to ABR Loans or Eurocurrency Loans denominated in Dollars, as the case may be (unless repaid by the Borrowers), in which event all such Foreign Currency Loans (in the affected Currency or Currencies) shall be converted to ABR Loans or Eurocurrency Loans denominated in Dollars, as the case may be, as of the effective date of such notice as provided in paragraph (f) below and at

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the Exchange Rate on the date of such conversion or, at the option of the Borrower, repaid on the last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective.

In the event any Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the converted Foreign Currency Loans of such Bank shall instead be applied to repay the ABR Loans or Loans denominated in Dollars, as the case may be, made by such Bank resulting from such conversion.

(f) For purposes of subsection 2.13(e), a notice to a Borrower by any Bank shall be effective as to each Foreign Currency Loan made by such Bank, if lawful, on the last day of the Interest Period currently applicable to such Foreign Currency Loan; in all other cases such notice shall be effective on the date of receipt thereof by such Borrower.

(g) The obligations of the parties under this subsection 2.13 shall survive termination of this Agreement and payment of the Loans.

(h) For purposes of this subsection 2.13, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall be deemed to have been introduced and adopted after the date of this Agreement.  Notwithstanding the foregoing, no Bank shall be entitled to seek compensation for costs imposed pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel III if it shall not be the general policy of such Bank at such time to seek compensation from other investment grade borrowers with the same or similar ratings under yield protection provisions in credit agreements with such borrowers that provide for such compensation and the applicable Bank is in fact generally seeking such compensation from such borrowers (and, upon any request by such Bank for payment, certifies to the Borrower to the effect of the foregoing).

2.14 Indemnity.  Each Borrower agrees to indemnify each Bank and to hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of (a) default by such Borrower in payment of the principal amount of or interest on any Loan by such Bank, including, but not limited to, any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its Loans hereunder, (b) default by such Borrower in making a borrowing, conversion or continuance after such Borrower has given a notice in accordance with subsection 2.1, 2.2 or 2.9, (c) default by such Borrower in making any prepayment after such Borrower has given a notice in accordance with subsection 2.5 or 2.6 or (d) the making by such Borrower of a prepayment of a Committed Rate Loan (other than an ABR Loan), a Bid Loan or, to the extent agreed to by the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan, a Negotiated Rate Loan on a day which is not the last day of an Interest Period with respect thereto (with respect to Committed Rate Loans) or the maturity date therefor (with respect to Bid Loans) or any agreed date (with respect to Negotiated Rate Loans), including, but not limited to, any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its Loans hereunder.  This covenant shall survive termination of this Agreement and payment of the outstanding Loans.  A certificate as to any amount payable pursuant to the foregoing shall be submitted by such Bank (and executed by an officer thereof) to the relevant Borrower, setting forth the computation of such amounts in reasonable detail, and shall be conclusive in the absence of manifest error.

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2.15 Non-Receipt of Funds by the Administrative Agent.  With respect to all Loans except Negotiated Rate Loans, unless the Administrative Agent shall have been notified by the relevant Borrower prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that such Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Bank on such payment date an amount equal to the portion of such assumed payment to which such Bank is entitled hereunder, and if such Borrower has not in fact made such payment to the Administrative Agent, such Bank shall, on demand, repay to the Administrative Agent the amount made available to such Bank together with interest thereon in respect of each day during the period commencing on the date such amount was made available to such Bank and ending on (but excluding) the date such Bank repays such amount to the Administrative Agent, at a rate per annum equal to the applicable Overnight Rate.  A certificate of the Administrative Agent submitted to the relevant Bank with respect to any amount owing under this subsection 2.15 shall be conclusive absent manifest error.

2.16 Extension of Termination Date.  (a)  No later than one year prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing at the time such request is submitted, the Borrowers may request an extension of such Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Bank.  If, within 30 days of their receipt of an Extension Request, the Majority Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, the Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this subsection 2.16 shall be for a maximum of one year and (ii) the Commitment of any Bank which does not consent in writing to such extension within 30 days of its receipt of such Extension Request (an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to as the “Commitment Expiration Date” with respect to such Objecting Bank).  If, within 30 days of their receipt of an Extension Request, the Majority Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request, the Termination Date shall not be extended pursuant to such Extension Request.  The Administrative Agent shall promptly notify (y) the Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which becomes an Objecting Bank.  No Bank has an obligation to extend its Commitment pursuant to this subsection 2.16 except in its sole discretion.

(b) Any Objecting Bank the Commitment of which shall expire prior to any extended Termination Date shall, subject to subsection 2.16(c), have its Committed Rate Loans repaid in full by the applicable Borrower(s) on such expiration date, together with accrued interest thereon, and shall have any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amount payable to it hereunder paid on the first date to occur following such expiration date on which the fees referred to in subsection 2.4(a) or 2.26 or other amounts are payable to the non-Objecting Banks or, if such fees or other amounts shall be so payable on such expiration date, such unpaid commitment fee, Letter of Credit Fee and other amount shall be paid on such expiration date.  In addition, the participating interest of any Objecting Bank in any then outstanding undrawn Letters of Credit shall terminate on such expiration date (it being understood that each Objecting Bank shall remain liable to fund its participating interest in respect of any Letters of Credit which are drawn upon by the beneficiary thereof prior to such expiration date) and such participating interest shall be deemed to be reallocated to and among the non-Objecting Banks ratably in accordance with their respective Commitments.

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(c) The Borrowers shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the Objecting Banks in accordance with subsection 2.6, to prepay in full the Committed Rate Loans of the Objecting Banks, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect to Letters of Credit or other amounts payable to it hereunder and/or, upon giving not less than three Working Days’ notice to the Objecting Banks and the Administrative Agent, to cancel the whole or part of the Commitments of the Objecting Banks (and upon such cancellation, such Objecting Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate and such participation shall be deemed to be reallocated to and among the non-Objecting Banks ratably in accordance with their respective Commitments) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Objecting Bank’s participating interest in respect of Letters of Credit) (but only if after giving effect to such cancellation or prepayment the Total Extensions of Credit do not exceed the Total Commitments), provided that during the period from the Closing Date through March 30, 2021 and, commencing March 31, 2021, during each one-year period thereafter to and including the Termination Date (each, a “Deal Year”), the aggregate Commitments of Banks which are terminated pursuant to this subsection 2.16(c) and are not replaced during such Deal Year pursuant to subsection 2.19 shall not exceed 33-1/3% of the aggregate Commitments in effect on the first day of such Deal Year of Banks which were not Objecting Banks on such first day.

2.17 Indemnified Taxes.  (a)  Except as required by applicable law, all payments made under this Agreement shall be made without set-off, counterclaim, restriction or condition and free and clear of, and without reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature whatsoever, now or hereafter imposed, levied, collected, withheld or assessed by any governmental or other regulatory authority charged with the administration thereof with respect to any amount that is paid under this Agreement excluding, in the case of each Bank (for purposes of this subsection 2.17 each reference to a Bank shall be deemed to also be a reference to any Issuing Bank), (i) income and franchise taxes (including, without limitation, branch taxes) imposed by the United States or similar taxes imposed by a political subdivision or taxing authority thereof or therein, (ii) in the case of any Foreign Bank, any taxes imposed by the United States by means of withholding at the source unless such Bank has provided the Borrowers and the Administrative Agent with the documents it is required to provide to them under subsection 2.17(c) or such tax is imposed by reason of a change in United States law (other than FATCA described in clause (vi)) after the date the Bank becomes a party to this Agreement, (iii) taxes that would not have been imposed on such Bank but for the existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by virtue of such Bank having executed, delivered or performed its obligations or received a payment under, or enforced this Agreement), (iv) taxes that are attributable to such Bank’s failure to comply with the requirements of subsection 2.17(c), subsection 2.17(d) or subsection 2.17(f), (v) any taxes imposed upon a Non-Qualifying Bank (as defined in subsection 2.17(e)) pursuant to the Luxembourg laws of 21 June, 2005 implementing the European Union Savings Directive (Council Directive 2003/48/EC) and several agreements concluded with certain dependent or associated territories, providing for the possible application of a withholding tax, as in effect as of the date hereof, other than any taxes which can be avoided pursuant to an exchange of information and for which such information is available to the Borrower, and (vi) any withholding imposed pursuant to FATCA (such non-excluded taxes being called “Indemnified Taxes”).  If any Indemnified Taxes are required to be withheld from any amounts so payable to the Administrative Agent or any Bank hereunder, as determined in good faith by the applicable Withholding Agent, (i) such amounts shall be paid to the relevant Government Authority in accordance with applicable law and (ii) the amounts so payable by the applicable Borrower shall be increased to the extent necessary to yield to such Bank (after payment of all Indemnified Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement as if such

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withholding or deduction had not been made.  Whenever any Indemnified Taxes are payable by any Borrower, as the case may be, as promptly as possible thereafter such Borrower, as the case may be, shall send to the Administrative Agent, for its own account, or for the account of the affected Bank, a certified copy of the original official receipt, if any, or other documentary evidence received by such Borrower showing payment thereof.  If (i) such Borrower fails to pay any Indemnified Taxes when due to the appropriate taxing authority, (ii) such Borrower fails to remit to the Administrative Agent the required receipts or other required documentary evidence, or (iii) as a result of a failure listed in (i) directly above, any Indemnified Taxes are imposed directly upon the Administrative Agent or any Bank, such Borrower shall indemnify the Administrative Agent or such Bank, as the case may be, for any Indemnified Taxes and interest or penalties with respect thereto that may become payable by the Administrative Agent or such Banks, as the case may be, as a result of any such failure, in the case of (i) or (ii), or any such direct imposition, in the case of (iii).

(b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect to Letters of Credit or other amounts payable to it hereunder and/or on giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit) (but only if after giving effect to such cancellation or prepayment the Total Extensions of Credit do not exceed the Total Commitments).

(c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees (it being understood that the requirements of this sentence may be waived by the Administrative Agent and the Borrowers acting together and in their sole discretion) that it will deliver to each Borrower and the Administrative Agent either (A) in the case of a Domestic Bank, two duly completed copies of United States Internal Revenue Service (“IRS”) Form W-9 (or any successor form), (B) in the case of a Foreign Bank, two duly completed copies of IRS Form W-8BEN-E (including, as applicable, a letter in duplicate in substantially the form of Exhibit J), Form W-8ECI (including, as applicable, a letter in duplicate in substantially the form as Exhibit K) or Form W-8IMY, as the case may be, (or any applicable successor forms) together with any applicable underlying IRS forms certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or withholding of any United States Federal income taxes or (C) in the case of a Bank claiming exception under Sections 871(h) or 881(c) of the Code, a Certificate of Non-Bank Status (in substantially the form as the applicable Exhibit P) together with two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax; and, in addition to the forms documents and certifications described in clauses (A), (B) and (C), any other form prescribed by applicable requirements of United States Federal income tax law as a basis for claiming a complete exemption from United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirement of Law to permit the relevant Borrower and the Administrative Agent to determine the withholding or deduction required to be made.  Each Bank (including, without limitation, each Transferee) agrees (for the benefit of the Administrative Agent and the Borrowers (it being understood that the requirements of this sentence may be waived by the Administrative Agent and the Borrowers acting together and in their sole discretion)), to provide the Administrative Agent and the Borrowers a new letter or a new Certificate of Non-Bank

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Status, if applicable, and Form W-8BEN or W-8BEN-E, Form W‑8ECI or Form W-8IMY, or successor applicable form or other manner of certification, (x) in the case of a Transferee, on or before the date it becomes party to this Agreement, (y) on or before the date that any such letter, form or document expires or becomes obsolete or promptly after the occurrence of any event requiring a change in the most recent letter, form or document previously delivered by it, certifying in the case of a Form W-8BEN, W-8BEN-E, W‑8ECI or W-8IMY that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8BEN or W-8BEN-E establishing exemption from United States backup withholding tax, and (z) promptly after the date the relevant Borrower or the Administrative Agent reasonably requests any form of document referred to in this subsection 2.17(c); provided,  however, that if a Bank is unable to provide a letter, form, certificate, successor or other document described in this sentence by reason of a change in the applicable law occurring after the date on which such letter, form, certificate, successor or other document originally was required to be provided by such Bank, then such Bank shall be required to comply with this sentence to the extent permitted under such applicable law, and the letter, form, certificate, successor or other document provided in accordance with this proviso (if any) shall certify that such Bank is entitled to receive payments under this Agreement at the lowest rate of deduction, withholding or backup withholding to which it is entitled under such applicable law.  The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank, N.A.

(d) A Bank that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Bank is legally entitled to complete, execute and deliver such documentation and in such Bank’s judgment such completion, execution or submission would not materially prejudice the legal or commercial position of such Bank.

(e) Each Bank (including, without limitation, each Transferee) shall represent that (i) it is neither an individual resident in a Member State of the European Union or in certain of the territories dependent on or associated with certain Member States (i.e., Aruba, the British Virgin Islands, Curaçao, Guernsey, the Isle of Man, Jersey, Montserrat and Sint Maarten), nor a person charged with collecting the payments derived from the Loans on behalf of such an individual and (ii) it is not an entity established in a Member State of the European Union or in one of the aforementioned territories dependent on or associated with certain Member States or, when it is such an entity, that (A) it is an entity with legal personality under the laws of the jurisdiction of its incorporation, organization or formation other than a Finnish Avoin Yhtiö or a Finnish Kommandiittiyhtiö or a Swedish Handelsbolag or a Swedish Kommanditbolag, (B) it is an entity which profits are taxed under the general rules for the taxation of enterprises applicable in the jurisdiction in which it is a resident or deemed to be a resident, (C) it is a UCITS (undertaking for collective investment in transferable securities) authorized under the EC Directive 85/611/EEC or (D) none of its members are individuals resident in a Member State of the European Union or the abovementioned territories dependent on or associated with certain Member States; provided,  however, that any Bank that is or becomes unable to make such representation shall promptly deliver notice of such inability to the Borrower and the Administrative Agent (such Bank a “Non-Qualifying Bank”).

(f) If a payment made to a Bank under this Agreement would be subject to United States federal withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including, without limitation, those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to the relevant Borrower or the

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Administrative Agent, at the time or times prescribed by applicable law and at such time or times reasonably requested by such Borrower or the Administrative Agent, such documentation prescribed by applicable law (including, without limitation, as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Bank has or has not complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) To the extent that, as determined by the Administrative Agent or any Bank in its sole discretion and without any obligation to disclose its tax records, Indemnified Taxes have been irrevocably utilized by the Administrative Agent or such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is consistent with its overall tax policies, the Administrative Agent or such Bank shall pay to the relevant Borrower, an amount equal to such reduction obtained to the extent of such increased amounts paid by such Borrower to the Administrative Agent or such Bank as aforesaid; provided, that such Borrower, upon the request of the Administrative Agent or such Bank, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Bank in the event such Governmental Authority determines that the Administrative Agent or such Bank was not entitled to such credit or deduction.

The obligations of the parties under this subsection 2.17 shall survive termination of this Agreement, payment of the Loans and termination of the Letters of Credit.

2.18 Confirmations.  The Administrative Agent shall, within 15 days following the last day of each calendar quarter (each such period being a “Report Period”), furnish to the Borrowers a written account with respect to all amounts outstanding under the Loan Accounts as at the last day of such Report Period, including an accounting setting forth, for such Report Period the amounts of principal, interest and other sums paid and payable hereunder.  The Borrowers shall, within 15 days following receipt of such written account, notify the Administrative Agent of any discrepancies between such written account and the Borrowers’ records or, if no such discrepancies exist, furnish written confirmation to the Administrative Agent of the accuracy of such written account.  Upon any Bank’s request, the Administrative Agent shall furnish to each Bank a copy of such written account together with the Borrowers’ response thereto.

2.19 Replacement of Cancelled Banks.  The Borrowers may designate one or more financial institutions to act as a Bank hereunder in place of any Cancelled Bank, and upon the Borrowers, each such financial institution and the Administrative Agent executing a writing substantially in the form of Exhibit L, such financial institution shall become and be a Bank hereunder with all the rights and obligations it would have had if it had been named on the signature pages hereof, and having for all such financial institutions an aggregate Commitment no greater than the whole, or such cancelled part, of the Commitment of the Cancelled Bank in place of which such financial institutions were designated; provided,  however, that all rights and obligations of such Cancelled Bank relating to the Loans made by such Cancelled Bank that are outstanding on the date of such cancellation shall be the rights and obligations of such Cancelled Bank and not of any such financial institution.  The Administrative Agent shall execute any such writing presented to it and shall notify the Banks of the execution thereof, the name of the financial institution executing such writing and the amount of its Commitment.

2.20 Commitment Increases.  (a)  At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the

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aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”).  Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f).  If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below.  No Bank has an obligation to increase its Commitment pursuant to this subsection 2.20 except in its sole discretion.

(b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000.

(c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank.

(d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto.

(e) (i)  Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments).  On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving

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effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date.

(ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages.  In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.

(iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages.

(f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion.

(g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to such Bank and its registered assigns, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

2.21 Pricing Determinations.  The Administrative Agent shall determine the Applicable Margin from time to time in accordance with the provisions set forth below:

The “Eurocurrency Margin” is a rate per annum equal to the Credit Default Swap Spread at the applicable date of determination specified below, subject to the minimum and maximum rates which are set forth in the Pricing Grid table below under the respective columns headed “Eurocurrency Margin Floor” and “Eurocurrency Margin Ceiling” corresponding to the Prevailing Rating in effect on such date of determination.  The Eurocurrency Margin applicable to any Eurocurrency Loans for any Interest Period will be determined based on the Credit Default Swap Spread in effect as of three Business Days prior to the commencement of such Interest Period; provided that if such Interest Period is a period greater than three months, the applicable Eurocurrency Margin shall be redetermined at the end of each successive three-month period during such Interest Period.

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The “ABR Margin” applicable at all times during any Calendar Quarter (or shorter period commencing on the Closing Date and ending on the last day of the Calendar Quarter in which the Closing Date occurs) is a rate per annum equal to the excess, if any, of the Eurocurrency Margin determined on the first Business Day of such Calendar Quarter (or shorter period) over 1.00% per annum (but not less than 0%).

The “Credit Default Swap Spread” shall mean, at any Determination Date, the credit default swap spread applicable to Index Debt of the Company interpolated for a period to the Termination Date, determined as of the close of business on the Business Day immediately preceding such Determination Date, as reported and interpolated by Markit or any successor thereto; provided, that if such period is less than one year, the Credit Default Swap Spread shall be based on the credit default swap spread shown for a period of one year.

Pricing Grid

Prevailing Rating:	Eurocurrency Margin Floor	Eurocurrency Margin Ceiling	ABR Margin Floor	ABR Margin Ceiling
Level I	0.100%	0.750%	0%	0%
Level II	0.200%	0.875%	0%	0%
Level III	0.250%	1.000%	0%	0%
Level IV	0.450%	1.250%	0%	0.250%
Level V	0.600%	1.375%	0%	0.375%
Level VI	0.750%	1.500%	0%	0.500%

If at any time the Credit Default Swap Spread is unavailable, the Company and the Banks shall negotiate in good faith (for a period of up to thirty days after the Credit Default Swap Spread becomes unavailable (such thirty-day period, the “Negotiation Period”)) to agree on an alternative method for establishing the Eurocurrency Margin and the ABR Margin.  The Eurocurrency Margin and the ABR Margin at any date of determination thereof in accordance with the preceding provisions of this Section which falls during the Negotiation Period shall be based upon the then most recently available quote of the Credit Default Swap Spread.  If no such alternative method is agreed upon during the Negotiation Period, the Eurocurrency Margin and the ABR Margin at any date of determination subsequent to the end of the Negotiation Period shall be a rate per annum equal to 100% of the maximum margin set forth in the Pricing Grid table above under the columns headed “Eurocurrency Margin Ceiling” and “ABR Margin Ceiling” corresponding to the Prevailing Rating in effect on such date of determination.

2.22 Markit Data.  (a)  JPMorgan Chase Bank, N.A., in any capacity, whether in an individual capacity or as Administrative Agent or Bank or otherwise, shall receive data from Markit with respect to the Credit Default Swap Spread and agrees in such capacity to provide to Designated Users identified by each Bank and the Company (and, if JPMorgan Chase Bank, N.A. is not the Administrative Agent, the Administrative Agent) such data, including any accompanying written notice or supporting information from Markit (together, the “Markit Data”), via email, log-in or other means of communication at the discretion of JPMorgan Chase Bank, N.A.  JPMorgan Chase Bank, N.A. shall have all of the rights, benefits and protections of the Administrative Agent provided for in Section 9 when acting in such capacity with respect to the provision of any Markit Data.

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For the avoidance of doubt, any Designated User shall only access and use the Markit Data for the purposes as specified in this Agreement on behalf of the Borrowers, the respective Bank or, if applicable, the Administrative Agent and shall be required by the Borrowers, such Bank, and if applicable, the Administrative Agent, to comply with the terms of this subsection 2.22.  The Borrowers, each Bank, and if applicable, the Administrative Agent, hereby agrees, without limiting Markit’s or JPMorgan Chase Bank, N.A.’s other rights and remedies, that it is responsible for and liable for any breach of any of the provisions of this subsection 2.22 by its respective Designated Users.

(b) Each Borrower and each Bank acknowledges that all copyright, database rights, trade marks, patents, rights of privacy or publicity and other proprietary or intellectual property rights (including all models, software, data and any materials) comprised in all or any of the Markit Data, or their provision, and all enhancements, modifications or additional services thereto, are and will be the exclusive property of Markit.  Except as provided for under this Agreement, each of the Borrowers and each Bank agrees that it will not use the same (including copying, reverse engineering or, except as otherwise required by law or regulation, disclosing it to any Person, for any purpose whatsoever) and will not remove or deface any trademarks associated with the Markit Data.  Each Bank acknowledges that the Markit Data was developed, compiled, prepared, revised, selected and arranged by Markit and others (including certain information sources (each a “Data Provider”)) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and constitute valuable intellectual property and trade secrets of Markit.  Each Borrower and each Bank shall make reasonable efforts to comply, at Markit’s expense, with all reasonable written requests made by JPMorgan Chase Bank, N.A. (upon Markit’s reasonable written requests to JPMorgan Chase Bank, N.A.) to protect any contractual, statutory and common law rights in the Markit Data.

(c) Each Borrower and each Bank acknowledges that none of Markit, JPMorgan Chase Bank, N.A., their respective affiliates or any Data Provider makes any warranty, express or implied, as to the accuracy or completeness of the Markit Data or as to the results to be attained by any Borrower or any Bank or others from the use of the Markit Data.  Each Borrower and each Bank hereby acknowledges that there are no express or implied warranties of title, merchantability or fitness for a particular purpose or use, and that it has not relied upon any warranty, guaranty or representation made by Markit, JPMorgan Chase Bank, N.A., their respective affiliates or any Data Provider.

(d) Neither Markit and its affiliates (except in the event of fraud, gross negligence or willful misconduct on part of Markit or its affiliates) nor any Data Provider nor JPMorgan Chase Bank, N.A. and its affiliates shall in any way be liable to the Borrowers, any Bank or any client of any Bank for any inaccuracies, errors or omissions, regardless of cause, in the Markit Data provided hereunder or for any damages (whether direct or indirect) resulting therefrom.  Without limiting the foregoing, Markit and JPMorgan Chase Bank, N.A. shall have no liability whatsoever to any Borrower or any Bank or client of a Bank, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by any Borrower, such Bank or client as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by such Bank or any client of such Bank, based on the Markit Data.  To the extent permitted by law, neither Markit nor JPMorgan Chase Bank, N.A. nor their respective affiliates shall be liable for any loss of profits or revenue or any indirect or consequential losses or damages whatsoever incurred, whether or not it has been advised in advance of the possibility of any such loss.

(e) Each Bank acknowledges that it or its employees may, in the course of performing such Bank’s responsibilities under this Agreement, be exposed to or acquire information which is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality.  Each Borrower acknowledges that it or its employees may be exposed to or acquire information which is

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proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality.  Markit’s and such third parties’ confidential information means the Markit Data and any related materials provided by Markit through JPMorgan Chase Bank, N.A. to each Borrower, each Bank and the Administrative Agent under this Agreement.  Each Bank agrees to hold Markit’s and such third parties’ confidential information in confidence to the same extent and in the same manner as such Bank is required to hold Borrower’s information confidential pursuant to subsection 10.7 hereof and agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such confidential information may not be used for any other purposes except as contemplated herein.  Each Borrower also agrees to be bound by the requirements of the immediately preceding sentence in the same manner as if were a Bank solely for purposes of subsection 10.7 hereof.  It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that JPMorgan Chase Bank, N.A. shall be entitled to injunctive relief to restrain any such breach, threatened or actual.  Notwithstanding anything herein to the contrary, the Borrowers, the Banks and the Administrative Agent are entitled to disclose and use the Markit Data in the normal course of their business as it relates to the Agreement, including but not limited to disclosing such information to regulators, ratings agencies, league table providers and prospective assignees and participants.

(f) Each Borrower acknowledges that each of JPMorgan Chase Bank, N.A. and the other Banks from time to time may conduct business with and may be a shareholder of Markit and that each of JPMorgan Chase Bank, N.A. or the other Banks may have from the time to time the right to appoint one or more directors to the Board of Directors of Markit.

2.23 Defaulting Banks.  (a)  Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank:

(b) fees shall cease to accrue on the Available Commitment of such Defaulting Bank pursuant to subsection 2.4(a);

(c) the Commitment and Loans of such Defaulting Bank shall not be included in determining whether all Banks, the Majority Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to subsection 10.1); provided that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank; and

(d) if any L/C Obligations exist at the time a Bank becomes a Defaulting Bank then:

(i) all or any part of such L/C Obligations shall be reallocated among the non-Defaulting Banks in accordance with their respective Commitment Percentages but only to the extent the sum of all non-Defaulting Banks’ Loans plus non-Defaulting Banks’ L/C Obligations plus such Defaulting Bank’s Commitment Percentage of the L/C Obligations does not exceed the total of all non-Defaulting Banks’ Commitments and, in the case of each non-Defaulting Bank and after giving effect to such reallocation, the Loans and L/C Obligations of any such non-Defaulting Bank do not exceed such non-Defaulting Bank’s Commitment;

(ii) if (w) the reallocation described in clause (i) above cannot, or can only partially, be effected, then upon the written request of any Issuing Bank, the applicable Borrower shall deposit, within five Business Days

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after its receipt of such request, in a cash collateral account opened by the Administrative Agent, cash in an amount requested in such notice, such amount not to exceed such Defaulting Bank’s Commitment Percentage of the L/C Obligations at the time of such request attributable to the Letters of Credit issued by such Issuing Bank for the account of such Borrower;

(iii) amounts deposited pursuant to clause (ii) above at the request of any Issuing Bank shall be applied by the Administrative Agent to reimburse such Issuing Bank for any participations required to be funded by such Defaulting Bank;

(iv) to the extent the Borrowers cash collateralize any portion of such Defaulting Bank’s L/C Obligations pursuant to clause (ii) above, the Borrowers shall not be required to pay any Letter of Credit fees pursuant to subsection 2.26(c) to such Defaulting Bank with respect to such Defaulting Bank’s L/C Obligations during the period such Defaulting Bank’s L/C Obligations are cash collateralized;

(v) if such Defaulting Bank’s L/C Obligations are reallocated pursuant to clause (i) above, then the Letter of Credit fees payable to the Banks shall be adjusted in accordance with such non-Defaulting Banks’ Commitment Percentages;

(e) so long as any Bank is a Defaulting Bank, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the non-Defaulting Banks and/or cash collateral will be provided by the Company in accordance with subsection 2.23(d), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with subsection 2.26(d)(i) (and Defaulting Banks shall not participate therein);

(f) any amount payable to such Defaulting Bank hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to subsection 10.6 but excluding subsection 2.19) shall, in lieu of being distributed to such Defaulting Bank, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent, in the following order of priority:  (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder, (ii) second, to payment of any amounts owing by such Defaulting Bank to an Issuing Bank, (iii) third, if so determined by the Administrative Agent or requested by an Issuing Bank, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any existing or future participating interest in any Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement and (v) fifth, if so determined by the Administrative Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement.

The rights and remedies against a Defaulting Bank under this subsection 2.23 are in addition to other rights and remedies that the Borrowers may have against such Defaulting Bank.

In the event and on the date that the Administrative Agent, the Company and the Issuing Banks  each agree that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the L/C Obligations of the Banks shall be readjusted to reflect the inclusion of such

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Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks (other than Competitive Loans) as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage and such Bank shall no longer be a Defaulting Bank; provided, that subject to subsection 10.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a Non-Defaulting Bank as a result of such Non-Defaulting Bank’s increased exposure following such reallocation.

2.24 Judgment Currency.  (a)  If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of the Borrowers in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrowers as a separate obligation and notwithstanding any such judgment, agrees to indemnify the Applicable Creditor against such loss.  The obligations of the Borrowers contained in this subsection 2.24 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

2.25 Foreign Currency Exchange Rate.  (a)  No later than 1:00 P.M., London time, on each Calculation Date with respect to a Foreign Currency, the Foreign Currency Agent shall determine the Exchange Rate as of such Calculation Date with respect to such Foreign Currency (it being acknowledged and agreed that the Foreign Currency Agent shall use such Exchange Rate for the purposes of determining compliance with subsection 2.1 with respect to such borrowing request).  The Exchange Rates so determined shall become effective on the relevant Calculation Date, shall remain effective until the next succeeding Calculation Date and shall for all purposes of this Agreement (other than subsection 2.13(e) and subsection 2.24(a)) be the Exchange Rates employed in converting any amounts between Dollars and Foreign Currencies.

(b) No later than 5:00 P.M., London time, on each Calculation Date, the Foreign Currency Agent shall determine the aggregate amount of the Dollar Equivalents of the principal amounts of the Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency Loans to be made or repaid on such date).

(c) The Administrative Agent shall promptly notify the Borrowers of each determination of an Exchange Rate hereunder.

2.26 Letters of Credit.  (a)  L/C Obligations. (i)  Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the agreements of the other Banks set forth in subsection 2.26(d)(i), agrees to issue letters of credit (“Letters of Credit”) for the account of the Company or the Capital Corporation on any Business Day during the Commitment Period in such form as may be approved from time to time by such Issuing Bank; provided that such Issuing Bank shall not issue any Letter of Credit if, after giving effect to such issuance, (A) the L/C Obligations would exceed the L/C

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Commitment, (B) the Total Extensions of Credit would be greater than the Total Commitments, (C) the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Bank would exceed such Issuing Bank’s Issuing Bank L/C Commitment or (D) the Committed Extensions of Credit of such Issuing Bank (including in its capacity as a lender of Committed Rate Loans) would exceed its Commitment (it being understood that (a) rollovers and renewals of Letters of Credit and amendments which do not increase the drawable amount of a Letter of Credit shall be deemed not to be issuances for purposes of the preceding proviso and (b) the proviso will not be violated if Total Extensions of Credit exceed Total Commitments or an Issuing Bank’s Committed Extensions of Credit exceed its Commitment, in each case as a result of changes in Exchange Rates).  Each Letter of Credit shall (1) be denominated in Dollars, and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Date, provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(ii) An Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

(iii) Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement on the Closing Date.

(b) Procedure for Issuance of Letter of Credit.  Each of the Company and Capital Corporation may from time to time request that an Issuing Bank issue a Letter of Credit by delivering to such Issuing Bank at its address for notices specified herein an Application therefor, currently used by the applicable Issuing Bank, completed to the reasonable satisfaction of such Issuing Bank, and such other certificates, documents and other papers and information as such Issuing Bank may reasonably request.  Upon receipt of any Application, such Issuing Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its reasonable customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Bank be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Bank and such Borrower.  An Issuing Bank shall furnish a copy of such Letter of Credit to the applicable Borrower promptly following the issuance thereof.  An Issuing Bank shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Banks, notice of the issuance of each Letter of Credit (including the amount thereof).

(c) Fees and Other Charges.  (i)  Each Borrower will pay a fee on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Letter of Credit Fee, shared ratably among the Banks and payable quarterly in arrears on the first Business Day of each January, April, July and October of each year after the issuance date and on the Termination Date or such earlier date on which the Commitments shall terminate as provided herein.  In addition, each Borrower shall pay to an Issuing Bank for its own account a fronting fee in an amount not to exceed 0.125% per annum (or such other amount as may be agreed between each Borrower and such Issuing Bank), on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each date on which the Letter of Credit Fee is payable.

(ii) In addition to the foregoing fees, each Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and expenses as are

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incurred or charged by such Issuing Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued for such Borrower’s account.

(d) L/C Participations.  (i)  Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the applicable Issuing Bank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such Issuing Bank’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Bank thereunder.  Each L/C Participant agrees with such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.  Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against any Issuing Bank, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers, (iv) any breach of this Agreement by the Borrowers or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(ii) If any amount required to be paid by any L/C Participant to an Issuing Bank pursuant to subsection 2.26(d)(i) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is paid to such Issuing Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average applicable Overnight Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Bank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  If any such amount required to be paid by any L/C Participant pursuant to subsection 2.26(d)(i) is not made available to such Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, such Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans.  A certificate of the applicable Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error.

(iii) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with subsection 2.26(d)(i), such Issuing Bank receives any payment related to such Letter of Credit (whether directly from the Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Bank), or any payment of interest on account thereof, such Issuing Bank will distribute to such L/C Participant its pro rata share thereof; provided,  however, that in the event that any such payment received by such Issuing Bank shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank the portion thereof previously distributed by such Issuing Bank to it.

(iv) Upon any cancellation of the Commitment of a Bank pursuant to subsection 2.13, 2.16 or 2.17, any replacement of a Cancelled Bank pursuant to

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subsection 2.19 or any increase in the Commitments pursuant to subsection 2.20, the participating interests in then outstanding Letters of Credit shall be re-allocated among the Banks to give effect to their respective Commitment Percentages as in effect after such cancellation, replacement or increase, and payment of fees payable pursuant to subsection 2.26(c) shall be made so as to give effect to such reallocation.

(e) Reimbursement Obligation of the Borrowers.  If any draft is paid under any Letter of Credit, the Borrower for whose account such Letter of Credit was issued shall reimburse the applicable Issuing Bank for the amount of (a) the draft so paid and (b) any taxes (other than non-Indemnified Taxes), fees, charges or other costs or expenses incurred by such Issuing Bank in connection with such payment, not later than 12:00 Noon, Local Time, on the second Business Day following the Business Day that such Borrower receives notice of such draft.  Each such payment shall be made to such Issuing Bank at its address for notices referred to herein in Dollars and in immediately available funds.  Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full is made by the Borrower at the rate set forth in (x) subsection 2.8(b), until the second Business Day next succeeding the date of the relevant notice and (y) subsection 2.8(c), thereafter.

(f) Obligations Absolute.  The obligations of the Borrowers under this subsection 2.26 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that such Borrowers may have or have had against an Issuing Bank, any beneficiary of a Letter of Credit or any other Person.  The Borrowers also agree with each Issuing Bank that such Issuing Bank shall not be responsible for, and the Reimbursement Obligations of the Borrowers under subsection 2.26(e) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrowers against any beneficiary of such Letter of Credit or any such transferee.  No Issuing Bank shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Bank.  The Borrowers agree that any action taken or omitted by an Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrowers and shall not result in any liability of such Issuing Bank to the Borrowers.

(g) Letter of Credit Payments.  If any draft or drawing request shall be presented for payment under any Letter of Credit, the applicable Issuing Bank shall promptly notify the Borrower for whose account such Letter of Credit was issued of the date and amount thereof.  The responsibility of an Issuing Bank to the Borrowers in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft or drawing request, if presentation of draft or drawing request is called for) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

(h) Applications.  To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall apply.

(i) Applicability of ISP and UCP.  Unless otherwise expressly agreed to by the relevant Issuing Bank and the relevant Borrower, when a Letter of Credit is issued (a) the rules of the ISP shall

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apply to each standby Letter of Credit and (b) the rules of the UCP shall apply to each commercial Letter of Credit.

2.27 Capital Corporation Guaranty. In order to induce the Banks to make Loans to JD Luxembourg, the Capital Corporation hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Banks and their respective successors, indorsees, transferees and assigns, the prompt and complete payment by JD Luxembourg when due (whether at the stated maturity, by acceleration or otherwise) of the Luxembourg Obligations.

The Capital Corporation waives promptness, diligence, presentment to, demand of payment from and protest to JD Luxembourg of any Luxembourg Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment.  The obligations of the Capital Corporation hereunder shall be absolute and unconditional and not be affected by (a) the failure of any Bank or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against JD Luxembourg under the provisions of this Agreement or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any other agreement; (c) the failure of any Bank to exercise any right or remedy against JD Luxembourg; (d) the invalidity or unenforceability of this Agreement; or (e) any other circumstance which might otherwise constitute a defense available to or discharge of JD Luxembourg (other than payment).

The Capital Corporation further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of JD Luxembourg or any other Person.

The obligations of the Capital Corporation hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Luxembourg Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of the Capital Corporation hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Bank to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Luxembourg Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Capital Corporation or otherwise operate as a discharge of the Capital Corporation as a matter of law or equity.

The Capital Corporation further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Luxembourg Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Bank upon the bankruptcy or reorganization of JD Luxembourg or otherwise.

In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Bank may have at law or in equity against the Capital Corporation by virtue hereof, upon the failure of JD Luxembourg to pay any Luxembourg Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Capital Corporation hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Luxembourg Obligation.  In the event that, by reason of the bankruptcy of JD Luxembourg, (i) acceleration of Loans made to JD Luxembourg is prevented and (ii) the Capital Corporation shall not have prepaid the outstanding Loans

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and other amounts due hereunder owed by JD Luxembourg, the Capital Corporation will forthwith purchase such Loans at a price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto.  The Capital Corporation further agrees that if payment in respect of any Luxembourg Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Luxembourg Obligation in such currency or such place of payment shall be impossible or, in the reasonable judgment of any applicable Bank, not consistent with the protection of its rights or interests, then, at the election of any applicable Bank, the Capital Corporation shall make payment of such Luxembourg Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York.

Notwithstanding any payment made by the Capital Corporation hereunder or any set-off or application of funds of the Capital Corporation by the Administrative Agent or any Bank, the Capital Corporation shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Bank against JD Luxembourg or any guarantee or right of offset held by the Administrative Agent or any Bank for the payment of the Luxembourg Obligations, until all amounts owing to the Administrative Agent and the Banks by JD Luxembourg on account of the Luxembourg Obligations are paid in full in cash.  If any amount shall be paid to the Capital Corporation on account of such subrogation rights at any time when all of the Luxembourg Obligations shall not have been paid in full in cash, such amount shall be held by the Capital Corporation in trust for the Administrative Agent and the Banks, segregated from its other funds, and shall, forthwith upon receipt by it, be turned over to the Administrative Agent in the exact form received by it (duly indorsed by it to the Administrative Agent, if required), to be applied against the Luxembourg Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

SECTION 3. REPRESENTATIONS AND WARRANTIES

Each Borrower hereby represents and warrants to the Administrative Agent and to each Bank that:

3.1 Financial Condition.  The consolidated balance sheet of such Borrower and its consolidated Subsidiaries as of November 3, 2019 and the related consolidated statements of income and of cash flow for the fiscal year then ended (including the related schedules and notes) reported on by Deloitte & Touche LLP, copies of which have heretofore been furnished to each Bank, fairly present the consolidated financial condition of such Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal year then ended.  All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with generally accepted accounting principles in the United States of America applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein).

3.2 Corporate Existence.  Such Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its properties and to conduct the business in which it is currently engaged.

3.3 Corporate Power; Authorization; Enforceable Obligations.  Such Borrower has the corporate power and authority and the legal right to execute, deliver and perform this Agreement and to borrow hereunder and has taken all necessary corporate action to authorize its borrowings on the terms and conditions of this Agreement and to authorize its execution, delivery and performance of this Agreement.  No consent or authorization of, filing with, or other act by or in respect of, any

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Governmental Authority, is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement other than any such consents, authorizations, filings or acts as have been obtained, taken or made and are in full force and effect.  This Agreement has been duly executed and delivered on behalf of such Borrower, and this Agreement constitutes a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equity principles (whether enforcement is sought by proceedings in equity or at law).

3.4 No Legal Bar.  The execution, delivery and performance of this Agreement, the issuance of the Letters of Credit, the borrowings hereunder and the use of the proceeds thereof, will not violate any Requirement of Law or any Contractual Obligation of such Borrower, and will not result in, or require, the creation or imposition of any lien on any of its properties or revenues pursuant to any Requirement of Law or Contractual Obligation.

3.5 No Material Litigation.   No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Borrower, threatened by or against such Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues except actions, suits or proceedings which will not materially adversely affect the ability of such Borrower to perform its obligations hereunder.  All of the defaults, if any, of such Borrower or any of its Subsidiaries with respect to any order of any Governmental Authority do not, and will not collectively, have a material adverse effect on the business, operations, property or financial or other condition of such Borrower and its Subsidiaries taken as a whole.

3.6 Taxes.  Each of such Borrower and its Subsidiaries has filed or caused to be filed all tax returns which, to the knowledge of such Borrower, are required to be filed (except where the failure to file such tax returns would not have a material adverse effect on the business, operations, property or financial or other condition of such Borrower and its Subsidiaries taken as a whole), and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than assessments, taxes, fees and other charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Borrower or its Subsidiaries, as the case may be).

3.7 Margin Regulations.  No part of the proceeds of any Loan hereunder will be used for any purpose which violates the provisions of Regulation U of the Board as now and from time to time hereafter in effect.

3.8 Use of Proceeds.  The proceeds of the Loans will be used by such Borrower for its general corporate purposes, which shall include, but shall not be limited to, any purchase or other acquisition of all or a portion of the debt or stock or other evidences of ownership of such Borrower or the assets or stock or other evidences of ownership of any other Person or Persons.

3.9 Sanctions Laws and Regulations.  None of the Borrowers or their respective Subsidiaries is a Designated Person, nor, to the best of each Borrower’s knowledge, are any of its directors or officers or any directors or officers of its Subsidiaries.  Each of the Borrowers 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 Borrowers and their 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

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also applies to Anti-Corruption Laws and Sanctions Laws and Regulations.  The Code of Conduct will apply to all activities undertaken by each Borrower and each of their Subsidiaries, including any use of the proceeds of this Agreement. Neither the Borrower nor any of its Subsidiaries will directly or to its knowledge indirectly use the proceeds of the Loans or the Letters of Credit in violation of any Sanctions Laws and Regulations or any Anti-Corruption Laws.

3.10 Beneficial Ownership Certification.  As of the Closing Date, to the knowledge of such Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Bank in connection with this Agreement is true and correct in all material respects.

SECTION 4. CONDITIONS PRECEDENT

4.1 Conditions to Initial Extensions of Credit.  The obligation of each Bank to make its initial Loan and of each Issuing Bank to issue Letters of Credit hereunder is subject to the satisfaction of the following conditions precedent:

(a) Counterparts.  The Administrative Agent shall have received counterparts hereof, executed by all of the parties hereto.

(b) Resolutions.  The Administrative Agent shall have received, with a counterpart for each Bank, resolutions, certified by the Secretary or an Assistant Secretary of each Borrower (or in the case of JD Luxembourg, a certificate of directors of JD Luxembourg), in form and substance satisfactory to the Administrative Agent, adopted by the Board of Directors of such Borrower authorizing the execution of this Agreement and the performance of its obligations hereunder and any borrowings hereunder from time to time.

(c) Legal Opinions.  The Administrative Agent shall have received, with a counterpart for each Bank, an opinion of Mary K.W. Jones, Esq., or her successor as General Counsel of the Company, an associate general counsel of the Company, or any other legal counsel of the Company reasonably acceptable to the Administrative Agent, dated the Closing Date and addressed to the Administrative Agent and the Banks, substantially in the form of Exhibit G, and an opinion of Kirkland & Ellis LLP, special counsel to the Borrowers, dated the Closing Date and addressed to the Administrative Agent and the Banks, substantially in the form of Exhibit H.  Such opinions shall also cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent shall reasonably require.

(d) Incumbency Certificate.  The Administrative Agent shall have received, with a counterpart for each Bank, a certificate of the Secretary or an Assistant Secretary of each Borrower (or in the case of JD Luxembourg, a certificate signed by two directors of JD Luxembourg) certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, together with evidence of the incumbency of such Secretary or Assistant Secretary (or in the case of JD Luxembourg, of such directors).

(e) Termination of Existing Credit Agreements.  The Administrative Agent shall have received evidence satisfactory to it that the commitment of each financial institution to make loans pursuant to (i) the $2,800,000,000 364-Day Credit Agreement, dated as of April 1, 2019, among the Company, the Capital Corporation, JD Luxembourg, the lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, (ii) the $2,500,000,000 2023 Credit Agreement, dated as of April 1, 2019, among the Company, the Capital Corporation, JD Luxembourg, the lenders parties thereto, JPMorgan Chase Bank,

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N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent and (iii) the $2,500,000,000 2024 Credit Agreement, dated as of April 1, 2019 (the “Existing Credit Agreement”), among the Company, the Capital Corporation, JD Luxembourg, the lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, shall have been terminated in full and the outstanding principal amount of the indebtedness thereunder and all other amounts owing to any bank thereunder shall have been repaid or paid by the Borrowers.

(f) No Material Adverse Change Certificate.  The Administrative Agent shall have received concurrently with the execution of this Agreement, with a counterpart for each Bank, a certificate of a Responsible Officer for each of the Company and the Capital Corporation dated the date of this Agreement certifying that since November 3, 2019, at the date of such certificate there has been no material adverse change in the business, property, operations, condition (financial or otherwise) or prospects of such Borrower and its Subsidiaries, taken as a whole.

(g) Fees.  The Administrative Agent shall have received, for the accounts of the Banks and the Administrative Agent, and each Agent shall have received, for the account of such Agent, all accrued fees and expenses owing hereunder or in connection herewith to the Banks and the Agents to be received on the Closing Date.

(h) Beneficial Ownership Certification. To the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three days prior to the Closing Date, any Bank that has requested, in a written notice to the Borrowers at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Bank of its signature page to this Agreement, the condition set forth in this subsection 4.1(h) shall be deemed to be satisfied).

(i) Additional Matters.  All other documents which the Administrative Agent may reasonably request in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

4.2 Conditions to All Extensions of Credit.  The obligation of each Bank to make Loans and of each Issuing Bank to issue Letters of Credit or increase the drawable amount thereof (which shall include the initial Loan to be made by it hereunder but shall not include any Loan made pursuant to subsection 2.20(e)(ii) or (iii) if, after the making of such Loan and the application of the proceeds thereof, the aggregate outstanding principal amount of the Committed Rate Loans would not be increased) to be made by it hereunder on any Borrowing Date is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties.  The representations and warranties made by the Borrowers herein or which are contained in any certificate, document or financial or other statement furnished by any Borrower at any time hereunder or in connection herewith (other than any representations and warranties which by the terms of such certificate, document or financial or other statement do not survive the execution of this Agreement) shall be correct on and as of the date of such Loan, the date of such issuance of such Letter of Credit or the date of increase in the drawable amount of such Letter of Credit, as applicable, as if made on and as of such date except as such representations and warranties expressly relate to an earlier date.

(b) No Default or Event of Default.  No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to such Loan, the issuance of such Letter of Credit or

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the increase in the drawable amount of such Letter of Credit, as applicable, to be made on such date and the application of the proceeds thereof.

(c) Additional Conditions to Bid Loans.  If such Loan is made pursuant to subsection 2.2, all conditions set forth in subsection 2.2(f) shall have been satisfied.

Each acceptance by any Borrower of a Loan, each issuance of a Letter of Credit and each increase in the drawable amount of any Letter of Credit for the account of a Borrower, shall constitute a representation and warranty by the relevant Borrower as of the date of such Loan, the date of issuance of such Letter of Credit or the date of increase in the drawable amount of such Letter of Credit, as applicable, that the applicable conditions in clauses (a), (b) and (c) of this subsection 4.2 have been satisfied.

SECTION 5. AFFIRMATIVE COVENANTS

Each of the Borrowers (except as otherwise specified) hereby agrees that, so long as there is any obligation by any Bank to make Loans to it hereunder, any obligation of an Issuing Bank to issue Letters of Credit hereunder, any Loan of such Borrower remains outstanding and unpaid, any Letter of Credit remains outstanding or any other amount is owing by such Borrower to any Bank, any Issuing Bank or any Agent hereunder (unless the Majority Banks shall otherwise consent in writing):

5.1 Financial Statements.  Such Borrower (other than, with respect to clause (b) below, JD Luxembourg) shall furnish to each Bank:

(a) as soon as available, but in any event within 120 days after the end of each fiscal year of such Borrower, a copy of the consolidated balance sheet of such Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of income and of cash flow for such year, reported on by (i) in the case of the Company and the Capital Corporation, Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing in the United States and (ii) in the case of JD Luxembourg, Deloitte & Touche LLP or other independent certified public accountants of recognized standing in Luxembourg or the European Union; and

(b) as soon as available, but in any event not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of such Borrower, the condensed unaudited consolidated balance sheet of such Borrower and its consolidated Subsidiaries as at the end of each such quarter and the related unaudited consolidated statement of income of such Borrower and its consolidated Subsidiaries for such quarterly period and the portion of the fiscal year through such date, certified by a Responsible Officer of such Borrower (subject to normal year-end audit adjustments).

All such financial statements described in clause (a) or (b) above shall present fairly the consolidated financial condition and results of operations of such Borrower and its consolidated Subsidiaries and be prepared in accordance with generally accepted accounting principles in the United States of America (or, in the case of any such financial statements furnished by JD Luxembourg, international financial reporting standards in effect from time to time as applicable to JD Luxembourg, or such other accounting standards required by any applicable Luxembourg Governmental Authority) applied consistently throughout the periods reflected therein (except as approved by such accountants or officer, as the case may be, and disclosed therein).  The Company and the Capital Corporation shall be deemed to have furnished such financial statements to each Bank when they are filed with the Securities and Exchange Commission and

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posted on its EDGAR system, and JD Luxembourg shall be deemed to have furnished such financial statements to each Bank when they are delivered to the Administrative Agent via electronic mail or other electronic transmission.

5.2 Certificates; Other Information.  Such Borrower (other than, with respect to clause (a) below, JD Luxembourg) shall furnish to the Administrative Agent, and the Administrative Agent shall make available to each Bank:

(a) within 10 days of the delivery of the financial statements referred to in subsections 5.1(a) and (b) above (or, if such financial statements are filed with the Securities and Exchange Commission and posted on its EDGAR system, within 10 days of the posting of such financial statements on the EDGAR system), a certificate of a Responsible Officer of such Borrower stating that (i) he has no knowledge of the occurrence and continuance of any Default or Event of Default except as specified in such certificate, in which case such certificate shall contain a description thereof and a statement of the steps, if any, which such Borrower is taking, or proposes to take, to cure the same and (ii) the financial statements delivered pursuant to subsection 5.1 would not be materially different if prepared in accordance with GAAP except as specified in such certificate; and

(b) promptly, such additional financial and other information as any Bank may from time to time reasonably request.

5.3 Company Indenture Documents.  The Company shall, contemporaneously with the delivery thereof to the trustee, furnish to each Bank a copy of any information, document or report required to be filed with the trustee pursuant to subsection 7.03 of the Indenture dated as of September 25, 2008 between the Company and The Bank of New York Mellon, as trustee.  The Company shall be deemed to have furnished such information, document or report to each Bank when it is filed with the Securities and Exchange Commission and posted on its EDGAR system.

5.4 Capital Corporation Indenture Documents.  The Capital Corporation shall, contemporaneously with the delivery thereof to the trustee, furnish to each Bank a copy of any information, document or report required to be filed with the trustee pursuant to (i) Section 7.03 of the Indenture dated March 15, 1997, between the Capital Corporation and The Bank of New York Mellon (formerly known as The Bank of New York, successor trustee to The Chase Manhattan Bank), as trustee, as supplemented by the first supplemental indenture dated as of April 21, 2011, the second supplemental indenture dated as of April 17, 2014, and the third supplemental indenture dated as of April 7, 2017, and (ii) the Subordinated Indenture dated as of September 1, 2003, between the Capital Corporation and U.S. Bank National Association, as trustee.  The Capital Corporation shall be deemed to have furnished such information, document or report to each Bank when it is filed with the Securities and Exchange Commission and posted on its EDGAR system.

5.5 Notice of Default.  Such Borrower shall promptly give notice to the Administrative Agent of the occurrence of any Default or Event of Default, which notice shall be given in writing as soon as possible, and in any event within 10 days after a Responsible Officer of such Borrower obtains knowledge of such occurrence, with a description of the steps being taken to remedy the same (provided that such Borrower shall not be obligated to give notice of any Default or Event of Default which is remedied prior to or within 10 days after a Responsible Officer of such Borrower first acquires such knowledge).  Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank thereof.

5.6 Ownership of Capital Corporation and JD Luxembourg Stock.  The Company shall continue to own, directly or through one or more wholly-owned Subsidiaries, free and clear of any lien or

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other encumbrance, 51% of the voting stock of (i) the Capital Corporation and (ii) JD Luxembourg for so long as JD Luxembourg is a Borrower hereunder; provided, however, that the Capital Corporation may merge or consolidate with, or sell or convey substantially all of its assets to, the Company as provided in subsection 7.4.

5.7 Employee Benefit Plans.  The Company shall maintain, and cause each of its Subsidiaries to maintain, each Plan as to which it may have liability, in compliance with all applicable requirements of law and regulations.

5.8 Compliance.  Each of the Borrowers shall comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws, rules, regulations and orders, noncompliance with which would reasonably be expected to materially adversely affect (i) the financial condition or operations of such Borrower and its consolidated Subsidiaries taken as a whole or (ii) the ability of such Borrower to perform its obligations under this Agreement.

SECTION 6. NEGATIVE COVENANTS OF THE COMPANY

The Company hereby agrees that, so long as there is any obligation by any Bank to make Loans hereunder, any obligation of an Issuing Bank to issue Letters of Credit hereunder, any Loan remains outstanding and unpaid, any Letter of Credit remains outstanding or any other amount is owing to any Agent, any Issuing Bank or any Bank hereunder, it shall not, nor in the case of subsections 6.2 and 6.3 shall it permit any Restricted Subsidiary to (unless the Majority Banks shall otherwise consent in writing):

6.1 Company May Consolidate, etc., Only on Certain Terms.  Consolidate with or merge with or into any other corporation or convey or transfer its properties and assets, including pursuant to a Division, substantially as an entirety to any Person, unless:

(a) either the Company shall be the continuing corporation, or the corporation (if other than the Company) formed by such consolidation, or into which the Company is merged or the Person which acquires by conveyance, Division or transfer the properties and assets of the Company substantially as an entirety shall expressly assume, by an assumption agreement, executed and delivered to the Administrative Agent, in form satisfactory to the Majority Banks, the due and punctual payment of the principal of and interest on the Loans to the Company and the performance of every covenant of this Agreement on the part of the Company to be performed or observed;

(b) immediately after giving effect to such transaction, no Default or Event of Default, shall have happened and be continuing;

(c) if as a result thereof any property or assets of the Company or a Restricted Subsidiary would become subject to any Mortgage not permitted by (i) through (xii) of subsection 6.2(a) or subsection 6.2(b), compliance shall be effected with the first clause of subsection 6.2(a); and

(d) the Company and the successor Person have delivered to the Administrative Agent an officers’ certificate signed by two Responsible Officers of the Company stating that such consolidation, merger, conveyance or transfer and such assumption agreement comply with this subsection 6.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.

6.2 Limitation on Liens.  (a)  Issue, incur, assume or guarantee any debt (hereinafter in this subsection referred to as “Debt”) secured by any mortgage, security interest, pledge, lien or other

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encumbrance (hereinafter called “Mortgage” or “Mortgages”) upon any Important Property, or upon any shares of stock or indebtedness issued or incurred by any Restricted Subsidiary (whether such Important Property, shares of stock or indebtedness is now owned or hereafter acquired) without in any such case effectively providing, concurrently with the issuance, incurrence, assumption or guaranty of any such Debt, that the Loans and all other amounts hereunder (together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiary ranking equally with the Loans then existing or thereafter created) shall be secured equally and ratably with or prior to such Debt; provided, however, that the foregoing restrictions shall not apply to:

(i) Mortgages on any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date of this Agreement which are created or assumed contemporaneously with, or within 120 days after, such acquisition, construction or improvement to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the date of this Agreement, or (in addition to Mortgages contemplated by clauses (ii), (iii) and (iv) below) Mortgages on any property existing at the time of acquisition thereof; provided that such Mortgages shall not apply to any Important Property theretofore owned by the Company or any Restricted Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located;

(ii) Mortgages on any property, shares of stock, or indebtedness existing at the time of acquisition thereof from a corporation which is consolidated with or merged into, or substantially all of the assets of which are acquired by, the Company or a Restricted Subsidiary;

(iii) Mortgages on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary;

(iv) Mortgages to secure Debt of a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(v) Mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Mortgages and Mortgages given to secure indebtedness incurred in connection with the financing of construction of pollution control facilities, the interest on which indebtedness is exempt from income taxes under the Code;

(vi) any deposit or pledge of assets (1) with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Company or a Restricted Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Company or a Restricted Subsidiary, or (2) as security for the performance of any contract or undertaking not directly related to the borrowing of money or the securing of indebtedness, if made in the ordinary course of business, or (3) with any governmental agency, which deposit or pledge

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is required or permitted to qualify the Company or a Restricted Subsidiary to conduct business, to maintain self-insurance, or to obtain the benefits of any law pertaining to worker’s compensation, unemployment insurance, old age pensions, social security, or similar matters, or (4) made in the ordinary course of business to obtain the release of mechanics’, workmen’s, repairmen’s, warehousemen’s or similar liens, or the release of property in the possession of a common carrier;

(vii) Mortgages existing on property acquired by the Company or a Restricted Subsidiary through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business;

(viii) judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;

(ix) Mortgages for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Mortgage referred to in the foregoing clauses (i) to (viii), inclusive, or in this clause (ix), provided,  however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed or replaced (plus improvements on such property);

(x) liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s liens on property held under lease; and any other liens of a nature similar to those hereinabove described in this clause (x) which do not, in the opinion of the Company, materially impair the use of such property in the operation of the business of the Company or a Restricted Subsidiary or the value of such property for the purposes of such business;

(xi) Mortgages on Margin Stock owned by the Company and its Restricted Subsidiaries to the extent such Margin Stock so Mortgaged exceeds 25% of the fair market value of the sum of the Important Property of the Company and the Restricted Subsidiaries plus the shares of stock (including Margin Stock) and indebtedness issued or incurred by the Restricted Subsidiaries; and

(xii) Mortgages on any Important Property of, or any shares of stock or indebtedness issued or incurred by, any Restricted Subsidiary organized under the laws of Canada.

(b) (i)  The provisions of subsection 6.2(a) shall not apply to the issuance, incurrence, assumption or guarantee by the Company or any Restricted Subsidiary of Debt secured by a Mortgage which would otherwise be subject to the foregoing restrictions up to an aggregate amount which, together with the sum of (A) all other Debt issued or incurred by the Company and its Restricted Subsidiaries secured by Mortgages (other than Mortgages permitted by subsection 6.2(a)) which would otherwise be subject to the foregoing restrictions and (B) the Attributable Debt in respect of Sale and Lease-back Transactions in existence at such time (other than Sale and Lease-back Transactions which, if the Attributable Debt in respect of such Sale and Lease-back had been a Mortgage, would have been

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permitted by clause (i) of subsection 6.2(a) and other than Sale and Lease-back Transactions the proceeds of which have been applied in accordance with subsection 6.3(b)) does not at the time exceed 5% of Consolidated Net Worth.

(i) For purposes of this Agreement, the term “Consolidated Net Worth” shall mean the aggregate of capital and surplus of the Company and its consolidated Subsidiaries, less minority interests in Subsidiaries, determined in accordance with GAAP; and the term “Attributable Debt” shall mean, as of any particular time, the present value, discounted at a rate per annum equal to the interest rate set forth in the Company’s 8-1/2% Debentures Due 2022, compounded semi-annually, of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended); the net amount of rent required to be paid for any such period shall be the total amount of the rent payable by the lessee with respect to such period, but may exclude amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges; and, in the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

(c) If, upon any consolidation or merger of any Restricted Subsidiary with or into any other corporation, or upon any consolidation or merger of any other corporation with or into the Company or any Restricted Subsidiary or upon any sale or conveyance of the property of any Restricted Subsidiary as an entirety or substantially as an entirety to any other Person, or upon any acquisition by the Company or any Restricted Subsidiary by purchase or otherwise of all or any part of the property of any other Person, any Important Property theretofore owned by the Company or such Restricted Subsidiary would thereupon become subject to any Mortgage not permitted by the terms of subsection (a) or (b) of this subsection 6.2, the Company, prior to such consolidation, merger, sale or conveyance, or acquisition, will, or will cause such Restricted Subsidiary to, secure payment of the principal of and interest on the Loans (equally and ratably with or prior to any other indebtedness of the Company or such Subsidiary then entitled thereto) by a direct lien on all such property prior to all liens other than any liens theretofore existing thereon by an assumption agreement or otherwise.

(d) If at any time the Company or any Restricted Subsidiary shall issue, incur, assume or guarantee any Debt secured by any Mortgage not permitted by this subsection 6.2, to which the covenant in subsection 6.2(a) is applicable, the Company will promptly deliver to the Administrative Agent (with counterparts for each Bank):

(i) an officers’ certificate signed by two Responsible Officers of the Company stating that the covenant of the Company contained in paragraph (a) or (c) of this subsection 6.2 has been complied with; and

(ii) an opinion of counsel satisfactory to the Administrative Agent to the effect that such covenant has been complied with, and that any instruments executed by the Company in the performance of such covenant comply with the requirements of such covenant.

6.3 Limitations on Sale and Lease-back Transactions.  Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important

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Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Transaction”) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary).  For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

6.4 Equipment Operations Debt.  Permit Equipment Operations Debt as at the end of any fiscal quarter of the Company and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Company and its consolidated Subsidiaries) to exceed 65% of the sum, at the end of each such fiscal quarter, of (i) Equipment Operations Debt plus (ii) Total Stockholders’ Equity.

SECTION 7. NEGATIVE COVENANTS OF THE CAPITAL CORPORATION

The Capital Corporation hereby agrees that, so long as there is any obligation by any Bank to make Loans to the Capital Corporation hereunder, any obligation of any Issuing Bank to issue Letters of Credit hereunder, any Loan of the Capital Corporation remains outstanding and unpaid, any Letter of Credit remains outstanding or any other amount is owing by the Capital Corporation to any Bank, any Issuing Bank or any Agent hereunder, the Capital Corporation shall not, nor in the case of the agreements set forth in subsection 7.3 shall it permit any of its Subsidiaries to, directly or indirectly (unless the Majority Banks shall otherwise consent in writing):

7.1 Fixed Charges Ratio.  Permit the ratio of Net Earnings Available for Fixed Charges to Fixed Charges for any fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Capital Corporation and its consolidated Subsidiaries) to be less than 1.05 to 1.

7.2 Consolidated Senior Debt to Consolidated Capital Base.  Permit the ratio of Consolidated Senior Debt to Consolidated Capital Base as at the end of any fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the end of any fiscal year of the Capital Corporation and its consolidated Subsidiaries) to be more than 11 to 1.

7.3 Limitation on Liens.  Issue, incur, assume or guarantee any Debt secured by any Mortgage upon any of its property or assets, or any of the property or assets of any of its Subsidiaries (whether any such property or assets is now owned or hereafter acquired) without in any such case effectively providing, concurrently with the issuance, incurrence, assumption or guaranty of any such

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Debt, that the Loans and all other amounts hereunder (together with, if the Capital Corporation shall so determine, any other indebtedness of or guaranty by such Borrower or such Subsidiary ranking equally with the Loans then existing or thereafter created) shall be secured equally and ratably with or prior to such Debt; provided, however, that the foregoing restrictions shall not apply to:

(a) Mortgages on fixed assets or other physical properties hereafter acquired to secure all or part of the purchase price thereof or the acquiring hereafter of such assets or properties subject to any existing lien or charge securing indebtedness (whether or not assumed);

(b) easements, liens, franchises or other minor encumbrances on or over any real property which do not materially detract from the value of such property or its use in the business of the Capital Corporation or a Subsidiary of the Capital Corporation;

(c) any deposit or pledge of assets (i) with any surety company or clerk of any court, or in escrow, as collateral in connection with or in lieu of, any bond on appeal from any judgment or decree against the Capital Corporation or a Subsidiary of the Capital Corporation, or in connection with other proceedings or actions at law or in equity by or against the Capital Corporation or a Subsidiary of the Capital Corporation or (ii) as security for the performance of any contract or undertaking not directly or indirectly related to the borrowing of money or the securing of indebtedness, if made in the ordinary course of business, or (iii) with any governmental agency, which deposit or pledge is required or permitted to qualify the Capital Corporation or a Subsidiary of the Capital Corporation to conduct business, to maintain self-insurance, or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security, or similar matters, or (iv) made in the ordinary course of business to obtain the release of mechanics’, workmen’s, repairmen’s, warehousemen’s or similar liens, or the release of property in the possession of a common carrier;

(d) Mortgages by a Subsidiary as security for indebtedness owed to the Capital Corporation or to any other Subsidiary;

(e) liens for taxes and governmental charges not yet due or contested by appropriate proceedings in good faith;

(f) Mortgages existing on property acquired by the Capital Corporation or a Subsidiary of the Capital Corporation through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business;

(g) judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;

(h) any Mortgage (other than directly or indirectly to secure borrowed money) if, after giving effect thereto, the aggregate principal sums secured by pledges or liens otherwise within the restrictions in clauses (a) through (h) of this subsection 7.3 do not exceed $500,000;

(i) any Mortgage securing Securitization Indebtedness;

(j) Mortgages on Margin Stock owned by the Capital Corporation and its Subsidiaries to the extent such Margin Stock exceeds 25% of the fair market value of property and assets of the Capital Corporation and its Subsidiaries (including Margin Stock); and

(k) cash collateral provided to any counterparty of the Capital Corporation or to any Subsidiary of the Capital Corporation in connection with any Hedging Transaction.

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7.4 Consolidation; Merger.  Merge or consolidate with, or sell or convey (including pursuant to a Division and other than a conveyance by way of lease) all or substantially all of its assets to, any other corporation, unless (a) the Capital Corporation shall be the surviving corporation in the case of a merger or the Division Successor in the case of a Division, or the surviving, resulting or transferee corporation or Division Successor (the “successor corporation”) shall be a corporation organized under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume the due and punctual performance of all of the agreements, covenants and obligations of the Capital Corporation under this Agreement by supplemental agreement satisfactory to the Administrative Agent and executed and delivered to the Administrative Agent by the successor corporation and (b) the Capital Corporation or such successor corporation, as the case may be, shall not, immediately after such merger, consolidation, sale, Division or conveyance, be in default in the performance of any such agreements, covenants or obligations; provided, however, that the Capital Corporation may merge or consolidate with, or sell or convey substantially all of its assets to, the Company, if (i) the Company is the successor corporation (as defined above) and (ii) subclause (b) above is complied with; provided further that no Division of Capital Corporation shall be permitted unless there is a Division Successor.  Upon any such merger, consolidation, sale, Division or conveyance, the successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Capital Corporation under this Agreement, with the same effect as if the successor corporation had been named as the Capital Corporation herein and therein.

SECTION 8. EVENTS OF DEFAULT

Upon the occurrence and during the continuance of any of the following events:

(a) A Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof or to pay any interest on any Loan or Reimbursement Obligation, in each case within two Business Days after any such amount becomes due in accordance with the terms hereof or shall fail to pay any other amount payable hereunder within five Business Days after any such other amount becomes due in accordance with the terms thereof or hereof; or

(b) Any representation or warranty made or pursuant to subsection 4.2 deemed made by a Borrower herein or which is contained in any material certificate, material document or material financial statement or other material statement furnished at any time under or in connection with this Agreement shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

(c) The Company shall default in the observance or performance of any agreement contained in subsection 5.6, 6.1 or 6.4, or the Capital Corporation shall default in the observance or performance of any agreement contained in subsections 7.1, 7.2 or 7.4; or

(d) A Borrower shall default in the observance or performance of any agreement contained in this Agreement (other than those agreements referred to above in this Section 8), and such default shall continue unremedied for a period of 30 days after written notice thereof shall have been given to such Borrower by the Administrative Agent or any of the Banks through the Administrative Agent; or

(e) (i)  A Borrower or any of its Significant Subsidiaries shall default in any payment of principal of or interest on any indebtedness for borrowed money (other than the Loans and any Securitization Indebtedness) in a principal amount in excess of $175,000,000 in the aggregate, or any interest or premium thereon, when due (whether at scheduled maturity or by required prepayment, acceleration, demand or otherwise) and such failure shall continue beyond the period of grace, if any,

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provided in the instrument or agreement under which such indebtedness was created; or (ii) any other default (other than any default arising solely out of a Borrower’s, or any of its Significant Subsidiaries’, violation of any arrangement with any Bank, or any affiliate of any Bank, in any way restricting such Borrower’s, or such Significant Subsidiary’s, right or ability to sell, pledge or otherwise dispose of Margin Stock other than Restricted Margin Stock), or any other event that with notice or the lapse of time, or both, would constitute such a default, under any agreement or instrument relating to any such indebtedness for borrowed money (other than the Loans), shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate the maturity of such indebtedness; or (iii) any such indebtedness for borrowed money shall, by reason of default, be declared to be due and payable, or required to be prepaid, prior to the stated maturity thereof (unless such indebtedness is declared due and payable, or required to be prepaid, solely by reason of any Borrower’s, or any of its Significant Subsidiaries’, violation of any arrangement with any Bank, or any affiliate of any Bank, in any way restricting such Borrower’s, or such Significant Subsidiary’s, right or ability to sell, pledge or otherwise dispose of Margin Stock other than Restricted Margin Stock); provided that, no Event of Default under this subsection 8(e) shall occur or be continuing if such failure, default or breach has been waived by the holder(s) or trustee or agent on behalf of such holder(s) of such indebtedness unless payment of such indebtedness has been accelerated and such acceleration has not been waived; or

(f) (i)  A Borrower or any of its Significant Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or such Borrower or any of its Significant Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against a Borrower or any of its Significant Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or

(g) Any action is undertaken to terminate any Plan as to which a Borrower, or any Subsidiary of a Borrower, may have liability, or any such Plan is terminated or such Borrower or Subsidiary withdraws from such Plan, or any Reportable Event as to any such Plan shall occur, and there shall exist a deficiency in the assets available to satisfy the benefits guaranteeable under ERISA with respect to such Plan, in the aggregate for all such Plans with respect to which any of the foregoing shall have occurred in the immediately preceding 12 consecutive months, of more than 25% of the Consolidated Net Worth of such Borrower and in the reasonable judgment of the Required Banks, such occurrence is reasonably expected to have a material adverse effect on the business, operations or condition (financial or otherwise) of the Borrowers; or

(h) Any Person shall own beneficially, directly or indirectly, 30% or more of the common stock of the Company; or any Person shall have the power, direct or indirect, to vote securities having 30% or more of the ordinary voting power for the election of directors of the Company or shall own beneficially, directly or indirectly, securities having such power, provided that there shall not be included among the securities as to which any such Person has such power to vote or which such Person so owns securities owned by such Person as nominee for the direct or indirect beneficial owner thereof or securities as to which such power to vote arises by virtue of proxies solicited by the management of the Company; or

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(i) So long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, the guaranty in subsection 2.27 shall cease, for any reason, to be in full force and effect or any Borrower shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified in paragraph (f) above, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and the Loans shall immediately become due and payable, and (B)(1) if such event is an Event of Default specified in paragraph (a) or (e), then with the consent of the Majority Banks, the Administrative Agent may, or upon the request of the Majority Banks, the Administrative Agent shall, or (2) if such event is an Event of Default specified in paragraph (b), (c), (d), (g) or (h), then with the consent of the Required Banks, the Administrative Agent may, or upon the request of the Required Banks, the Administrative Agent shall, take either or both of the following actions: (i) by notice to the Borrowers, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) by notice of default to the Borrowers, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable.  With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.  Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder.  After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto).  Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived with respect to this Agreement by the Borrowers.

SECTION 9. THE AGENTS

9.1 Appointment.  (a)  Each Bank hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. as the Administrative Agent of such Bank under this Agreement, and each Bank hereby irrevocably authorizes JPMorgan Chase Bank, N.A. as the Administrative Agent for such Bank, to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto.

(b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto hereby agree that neither the Syndication Agent, the Documentation Agent, Lead Arrangers nor Bookrunners on the cover of this Agreement shall have any rights, duties, responsibilities or liabilities in such respective capacity under this Agreement, nor shall any such Person have the authority to take any action hereunder in its capacity as such.

(c) Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary

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relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent.

9.2 Delegation of Duties.  Each Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  Each Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3 Exculpatory Provisions.  Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable to any Bank for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement (except for its or such Person’s own gross negligence or willful misconduct as finally determined by a non-appealable judgment of a court of competent jurisdiction), or (ii) responsible in any manner to any of the Banks for any recitals, statements, representations or warranties made by the Borrowers or any officer thereof contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or for any failure of the Borrowers to perform their obligations hereunder.  No Agent shall be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrowers.

9.4 Reliance by Agents.  Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Loan, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by such Agent.  Each Agent may deem and treat the payee of any Loan as the owner thereof for all purposes except as provided in subsections 10.5(c) and 10.5(d).  Each Agent shall be fully justified in failing or refusing to take any discretionary action under this Agreement unless it shall first receive such advice or concurrence of the Majority Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Majority Banks, the Required Banks or all of the Banks (if the consent of the Majority Banks, the Required Banks or all of the Banks, respectively, is required), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

9.5 Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Bank or either Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Banks.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Majority Banks, the Required Banks or all Banks, as applicable; provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Banks.

9.6 Non-Reliance on Agents and Other Banks.  Each Bank expressly acknowledges that neither any Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by such Agent hereafter taken,

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including any review of the affairs of the Borrowers, shall be deemed to constitute any representation or warranty by such Agent to any Bank.  Each Bank represents to each Agent that it has, independently and without reliance upon such Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of each Borrower and made its own decision to make its Loans hereunder and enter into this Agreement.  Each Bank also represents that it will, independently and without reliance upon each Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrowers.  Except for notices, reports and other documents expressly required to be furnished to the Banks by any Agent hereunder, such Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of a Borrower which may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7 Indemnification.  (a)  The Banks agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably (as reasonably determined by the Administrative Agent), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct.  The agreements in this subsection 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.

(b) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith.  A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

9.8 Agents in their Individual Capacities.  Each Agent and its respective affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrowers as though such Agent were not an Agent hereunder.  With respect to its Loans made by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement as any Bank and may exercise the same as though it were not an Agent, and the terms “Bank” and “Banks” shall include the Administrative Agent in its individual capacity.

9.9 Successor Agents.  Each Agent may resign as Agent upon 30 days’ notice thereof to the Borrowers and the Banks.  If any Agent shall resign as Agent under this Agreement, then the Majority Banks shall appoint from among the Banks a successor agent for the Banks which successor agent shall be approved by the Borrowers, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be

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terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

SECTION 10. MISCELLANEOUS

10.1 Amendments and Waivers.  With the written consent of the Majority Banks, the Administrative Agent and the Borrowers may, from time to time, enter into written amendments, supplements or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of the Banks or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waiving, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of this Agreement or any Default or Event of Default and its consequences; provided, however, that no such waiver, amendment, supplement or modification shall (a) extend the maturity of any Loan or Reimbursement Obligation, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the rate of any fee payable hereunder or extend the time of payment thereof, in each case, without the written consent of (i) with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby and (ii) with respect to any such change to any Bid Loan, the Bank which made such Bid Loan, or (b) change the amount of any Bank’s Commitment or the terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive any provision of this subsection 10.1 or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Bank, or (c) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; provided,  further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (e) amend, modify or waive any provision of subsections 2.23  and 2.26 (and related defined terms), or any other provision which affects the rights or duties of an Issuing Bank under this Agreement, without the written consent of each Issuing Bank, or (f) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided,  further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(c) to establish, in conjunction with the Borrowers, an alternate rate of interest.  Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the Borrowers, the Banks and the Agents.  In the case of any waiver, the Borrowers, the Banks and the Agents shall be restored to their former position and rights hereunder, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.  Anything contained in the foregoing to the contrary notwithstanding, the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may waive any of the requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment Period.

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10.2 Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing, by facsimile transmission, by telephone confirmed in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or when deposited in the mail, postage prepaid, or, in the case of facsimile transmission, when received, addressed as follows in the case of the Borrowers, the Administrative Agent, or to such address or other address as may be hereafter notified by the respective parties hereto:

The Borrowers:

The Company:	Deere & Company Attention:  Treasurer One John Deere Place Moline, Illinois  61265 Telephone:  309-765-9259 Facsimile:  309-765-0559
The Capital Corporation:	John Deere Capital Corporation Attention:  Manager 1 East First Street Suite 600 Reno, Nevada  89501 Telephone:  775-786-5527 Facsimile:  775-786-4145
JD Luxembourg:	John Deere Bank S.A. 43, avenue John F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg Facsimile: + 352 26 29 90 200
with a copy to:	Deere & Company Attention:  Treasurer One John Deere Place Moline, Illinois  61265 Telephone:  309-765-9259 Facsimile:  309-765-0559
The Administrative Agent:	JPMorgan Chase Bank, N.A. Attention:  Ali Zigami 500 Stanton Christiana Road, NCC5, Floor 01 Newark, Delaware 19713-2107 United States Telephone:  302-634-4834 Facsimile:  302-634-8459 Email: ali.zigami@chase.com; 12012443628@TLS.LDSPROD.COM

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with a copy to:	JPMorgan Chase Bank, N.A. Attention:  Sean D. Bodkin 8181 Communications Pkwy Bldg B, Floor 06 Plano, Texas 75024-0239 Telephone:  972-324-1749 Email: sean.bodkin@chase.com
Issuing Bank:	JPMorgan Chase Bank, N.A. Standby Letter of Credit Department 10420 Highland Manor Drive, Floor 4 Tampa, FL 33610 Attention: Letter of Credit Department Facsimile: (856) 294-5267 with a copy to: JPMorgan Chase Bank, N.A. Attention:  Sean D. Bodkin 8181 Communications Pkwy Bldg B, Floor 06 Plano, Texas 75024-0239 Telephone:  972-324-1749 Email: sean.bodkin@chase.com
The Foreign Currency Agent:	J.P. Morgan Europe Limited Floor 6 25 Bank Street Canary Wharf London, E14 5JP United Kingdom Telephone: +44 20 7742 9941 Facsimile: +44 20 7777 2360 Email: loan_and_agency_london@jpmorgan.com
To any other Bank:	To it at its address (or facsimile number) set forth in its Administrative Questionnaire

provided that any notice, request or demand to or upon the Administrative Agent or the Banks pursuant to subsections 2.1, 2.2, 2.5, 2.6, 2.9, 2.11, 2.20 and 9.9 shall not be effective until received (including receipt by telephone if permitted hereby).

10.3 No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of either Borrower, the Administrative Agent or any Bank, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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10.4 Payment of Expenses.  (a)  The Company agrees (i) to pay or reimburse the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby in such manner and in such amounts as shall be agreed to in writing by the Company and the Administrative Agent, (ii) to pay or reimburse the Administrative Agent for the reasonable fees and disbursements of counsel to the Administrative Agent incurred in connection with the preparation and execution of, and any amendment, supplement, modification to, this Agreement and other documents prepared in connection herewith, and the consummation of the transaction contemplated hereby and thereby, and (iii) to pay or reimburse each Bank and each Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement and any such other documents, including, without limitation, fees and disbursements of counsel to each Agent and one counsel representing the Banks; provided,  however, that, notwithstanding anything herein to the contrary, the Company shall not be required to reimburse, indemnify or otherwise make any payment pursuant to this subsection 10.4 with respect to any registration duty payable in Luxembourg upon registration of this Agreement in Luxembourg except for any Luxembourg tax payable due to a registration of the Agreement when such registration is required to maintain, preserve, establish or enforce any rights of any Agent or Bank.

(b) The Company and the Capital Corporation agree jointly and severally to indemnify and hold harmless each Agent, each Bank and each Issuing Bank and each director, officer, partner, employee, affiliate and agent thereof (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person, upon its demand, for, any losses, claims, damages, liabilities or other expenses (“Losses”) to which such Indemnified Person may become subject insofar as such Losses arise out of or in any way relate to or result from this Agreement or the extensions of credit made hereunder (including the responsibilities, duties and obligations of the Banks hereunder and their agreement to make Loans or issue Letters of Credit hereunder), including, without limitation, Losses consisting of legal or other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to the foregoing (whether or not such Indemnified Person is a party thereto); provided, that the foregoing will not apply to any Losses to the extent they result from the negligence or willful misconduct of such Indemnified Person as finally determined by a non-appealable judgment of a court of competent jurisdiction.  This indemnity agreement shall be in addition to any liability which either Borrower may otherwise have and shall be subject to the following paragraph.

(c) Promptly after receipt by an Indemnified Person under subsection 10.4(b) of written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder, such Indemnified Person will, if a claim is to be made against the Borrowers, notify the Borrowers thereof in writing; but the omission so to notify the Borrowers will not relieve the Borrowers from any liability (otherwise than under this subsection 10.4) which they may have to any Indemnified Person except as may be required or provided otherwise than under this subsection 10.4.  Thereafter, the Indemnified Person and the Borrowers shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrowers of their obligations hereunder.  In case any Indemnified Person receives written notice of any loss, claim, damage or liability in respect of which indemnity may be sought hereunder by it and it notifies the Borrowers thereof, the Borrowers will be entitled to participate therein and, to the extent that they may elect by written notice delivered to the Indemnified Person promptly after receiving the aforesaid notice from such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Person; provided,  however, that (i) if the parties against whom any loss, claim, damage or liability arises include both the Indemnified Person and a Borrower or any Subsidiary of a Borrower and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Persons which are different from or additional to those available to a Borrower or any Subsidiary of a Borrower and may conflict therewith,

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the Indemnified Person or Persons shall have the right to select one separate counsel for such Indemnified Person or Persons to assume such legal defenses and to otherwise participate in the defense of such loss, claim, damage or liability on behalf of such Indemnified Person or Persons and (ii) if any loss, claim, damage or liability arises out of actions brought by or for the benefit of a Borrower or any Subsidiary of a Borrower, the Indemnified Person or Persons shall have the right to select their counsel and to assume and direct the defense thereof and no Borrower shall be entitled to participate therein or assume the defense thereof.  Upon receipt of notice from the Borrowers to such Indemnified Person of their election so to assume the defense of such loss, claim, damage or liability and approval by the Indemnified Person of counsel, the Borrowers shall not be liable to such Indemnified Person under this subsection 10.4 for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) the Indemnified Person shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrowers shall not have employed and continued to employ counsel satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of commencement of the action or (iii) the Borrowers shall have authorized the employment of counsel for the Indemnified Person at the expense of the Borrowers.

(d) Notwithstanding any other provision contained in this subsection 10.4, (i) the Borrowers shall not be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without their consent and (ii) after the Borrowers have assumed the defense of any loss, claim, damage or liability under the preceding paragraph with respect to any Bank, they will not settle, compromise or consent to entry of any order adjudicating or otherwise disposing thereof (1) if such settlement, compromise or order involves the payment of money damages, except if the Borrowers agree with such Bank to pay such money damages, and, if not simultaneously paid, to furnish such Bank with satisfactory evidence of their ability to pay such money damages, and (2) if such settlement, compromise or order involves any relief against such Bank, other than the payment of money damages, except with the prior written consent of such Bank.

(e) Each party hereto waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding relating to the Agreement any special, exemplary, punitive or consequential damages.

(f) The agreements in this subsection 10.4 shall survive repayment of the Loans and all other amounts payable hereunder.

10.5 Successors and Assigns; Participations; Purchasing Banks.  (a)  This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Banks, the Agents and their respective successors and assigns (including any affiliate of an Issuing Bank that issues any Letter of Credit), except that the Borrowers may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of each Bank.

(b) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions (“Participants”) participating interests in the Loans, Commitments and other interests of such Bank hereunder.  In the event of any such sale by a Bank of participating interests to a Participant, such Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, such Bank shall remain the holder of any such Loan for all purposes under this Agreement, and the Borrowers, each Issuing Bank and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement.  Each Bank that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the

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name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register to any Person other than the Borrower (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall constitute prima facie evidence (absent manifest error) of the accuracy of the information so recorded, and the Borrowers, the Administrative Agent, the Issuing Banks and the Banks may treat each Person whose name is recorded in the Participant Register as the owner of such participation recorded therein for all purposes of this Agreement.

(c) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time assign to one or more banks or other financial institutions (“Loan Assignees”) any Bid Loan or Negotiated Rate Loan or portion thereof owing to such Bank, pursuant to a Loan Assignment executed by the assignor Bank and the Loan Assignee.  Upon such execution, from and after the Transfer Effective Date specified in such Loan Assignment, the Loan Assignee shall, to the extent of the assignment provided for in such Loan Assignment and to the extent permitted by applicable law, be deemed to have the same rights and benefits with respect to such Bid Loans and Negotiated Rate Loans and the same obligation to share pursuant to subsection 10.6 as it would have had if it were a Bank hereunder; provided, that unless such Loan Assignment shall otherwise specify and a copy of such Loan Assignment shall have been delivered to the Administrative Agent for its acceptance and recording in the Register in accordance with subsection 10.5(f), the assignor Bank shall act as collection agent for the Loan Assignee, and in the case of Bid Loans, the Administrative Agent shall pay all amounts received from the relevant Borrower which are allocable to the assigned Bid Loan directly to the assignor Bank without any further liability to the relevant Loan Assignee, and, in the case of Negotiated Rate Loans, the relevant Borrower shall pay all amounts due under the assigned Negotiated Rate Loan directly to the assignor Bank without any further liability to the Loan Assignee.  At the request of any Loan Assignee, on or promptly after the Transfer Effective Date specified in such Loan Assignment, the relevant Borrower, at its own expense, shall execute and deliver to the Loan Assignee a promissory note with respect to the Bid Loans or Negotiated Rate Loans to such Loan Assignee and its registered assigns in an amount equal to the Bid Loan or Negotiated Rate Loan assigned.  Such note shall be dated the Borrowing Date in respect of such Bid Loan or Negotiated Rate Loan and shall otherwise be in the form of Exhibit L; provided,  however, that such Borrower shall not be required to execute and deliver more than an aggregate of two notes with respect to the Bid Loans of any Bank with the same Interest Period at any time outstanding.  A Loan Assignee shall not, by virtue of such Loan Assignment, become a party to this Agreement or have any rights to consent to or refrain from consenting to any amendment, waiver or other modification of any provision of this Agreement or any related document; provided, that (i) the assignor Bank and the Loan Assignee may, in their discretion, agree between themselves upon the manner in which the assignor Bank will exercise its rights under this Agreement and any related document, and (ii) if a copy of such Loan Assignment shall have been delivered to the Administrative Agent for its acceptance and recording in the Register in accordance with subsection 10.5(f), neither the principal amount of, the interest rate on, nor the maturity date of, any Bid Loan or Negotiated Rate Loan assigned to a Loan Assignee will be modified without written consent of such Loan Assignee.

(d) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, sell to any Bank or any affiliate thereof (other than a natural Person) and to one or more additional banks or other financial institutions (“Purchasing Banks”), all or any portion (subject to the last sentence of this subsection 10.5(d)) of its rights (which rights may include such Bank’s

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rights in respect of Loans it has disbursed) and obligations under this Agreement, with the prior written consent (such consent not to be unreasonably withheld or delayed) of (i) the Company, (ii) each Issuing Bank and (iii) the Administrative Agent.  Such sale shall be made pursuant to a Loan Assignment, executed by such Purchasing Bank and such transferor Bank (and, in the case of a Purchasing Bank that is not then a Bank or an affiliate thereof, by the Borrowers and the Administrative Agent), and delivered to the Administrative Agent for its acceptance and recording in the Register.  Upon such execution, delivery, acceptance and recording, from and after the Transfer Effective Date specified in such Loan Assignment, (i) the Purchasing Bank thereunder shall be a party hereto with respect to the interest purchased and, to the extent provided in such Loan Assignment, have the rights and obligations of a Bank hereunder with a Commitment as set forth therein, and (ii) the transferor Bank thereunder shall cease to have those rights and obligations under this Agreement to which the Purchasing Bank has succeeded (and, in the case of a Loan Assignment covering all or the remaining portion of a transferor Bank’s rights and obligations under this Agreement, such transferor Bank shall cease to be a party hereto).  Such Loan Assignment shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of Commitments and Commitment Percentages arising from the purchase by such Purchasing Bank of a portion of the rights and obligations of such transferor Bank under this Agreement.  On or promptly after the Transfer Effective Date specified in such Loan Assignment, the Purchasing Bank and the Administrative Agent, on behalf of such Purchasing Bank, shall open and maintain in the name of each Borrower a Loan Account with respect to such Purchasing Bank’s Committed Rate Loans and Bid Loans to such Borrower.  Anything contained in this Agreement to the contrary notwithstanding, no Bank may sell any portion of its rights and obligations under this subsection 10.5(d) to any bank or financial institution without the prior written consent (such consent not to be unreasonably withheld or delayed) of the Company if, after giving effect to such sale or at the time of such sale, as the case may be, (i) the Commitment of either of the selling and purchasing institutions would be greater than $0 but less than $5,000,000, (ii) the Purchasing Bank, together with all of its affiliates, would have a Commitment Percentage of more than 15% (or, if the Commitments shall have been terminated, such Purchasing Bank, together with all of its affiliates, would hold Loans aggregating to more than 15% in principal amount of all outstanding Loans), (iii) the Credit Rating of any Purchasing Bank shall be less than BBB+ from S&P or less than Baa1 from Moody’s or such Purchasing Bank shall have no Credit Rating or (iv) the Purchasing Bank is not a bank, insurance company, other financial institution or an affiliate of any thereof that is engaged in making, purchasing, holding or investing in bank loans or similar extensions of credit in the ordinary course of its business.

(e) The Administrative Agent shall maintain at its address referred to in subsection 10.2 a copy of each Loan Assignment delivered to it and a register (the “Register”) for the recordation of (i) the names and addresses of the Banks and the Commitment of, and principal amount (and stated interest) of the Loans (other than Negotiated Rate Loans) and L/C Obligations owing to, each Bank from time to time, and (ii) with respect to each Loan Assignment delivered to the Administrative Agent, the name and address of the Loan Assignee and the principal amount of each Bid Loan owing to such Loan Assignee.  The entries in the Register shall constitute prima facie evidence (absent manifest error) of the accuracy of the information so recorded, and the Borrowers, the Administrative Agent, each Issuing Bank and the Banks may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement.  The Register shall be available for inspection by the Company, each Issuing Bank or any Bank or Loan Assignee at any reasonable time and from time to time upon reasonable prior notice.

(f) Upon its receipt of a Loan Assignment executed by an assignor Bank and a Loan Assignee and an Administrative Questionnaire from the Loan Assignee if it is not then a Bank, together with payment to the Administrative Agent (by the assignor Bank or the Loan Assignee, as agreed between them) of a registration and processing fee of $3,500, the Administrative Agent shall (i) accept such Loan Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice of

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such acceptance and recordation to the assignor Bank, the Loan Assignee and the Borrowers.  Upon its receipt of a Loan Assignment executed by a transferor Bank and a Purchasing Bank (and, in the case of a Purchasing Bank that is not then a Bank or an affiliate thereof, by the Borrowers and the Administrative Agent) and an Administrative Questionnaire from the Purchasing Bank if it is not then a Bank, together with payment to the Administrative Agent (by the transferor Bank or the Purchasing Bank, as agreed between them) of a registration and processing fee of $3,500 for each Purchasing Bank listed in such Loan Assignment, the Administrative Agent shall (A) accept such Loan Assignment, (B) record the information contained therein in the Register and (C) give prompt notice of such acceptance and recordation to the Banks and the Borrowers.

(g) The Company authorizes each Bank to disclose to any Participant, Loan Assignee or Purchasing Bank (each, a “Transferee”) and any prospective Transferee any and all financial information in such Bank’s possession concerning the Borrowers and their Subsidiaries which has been delivered to such Bank by or on behalf of the Borrowers pursuant to this Agreement or in connection with such Bank’s credit evaluation of the Borrowers and their Subsidiaries prior to becoming a party to this Agreement, provided that with respect to confidential data or information described in subsection 10.7, such confidential data may be disclosed only to (i) a Purchasing Bank and/or (ii) any other Transferee or prospective Transferee with the Borrowers’ prior written consent, which consent shall not be unreasonably withheld with respect to prospective Participants, Participants, prospective Loan Assignees and Loan Assignees; provided,  however, that such Bank shall not disclose any such confidential data or information pursuant to this subsection 10.5(g) unless (i) it has notified the Purchasing Bank or other Transferee or potential Transferee that such data or information are confidential, such notification to be in writing if such data or information are disclosed in writing and orally if such data or information are disclosed orally, and (ii) such Purchasing Bank, Transferee or potential Transferee has agreed in writing to be bound by the provisions of subsection 10.7.

(h) If, pursuant to this subsection, any loan participation or series of loan participations is sold or any interest in this Agreement is transferred to any Transferee, the transferor Bank shall cause such Transferee, concurrently with the effectiveness of such transfer or the first transfer to occur in a series of transfers between such transferor Bank and such Transferee, to comply with subsection 2.17(c), subsection 2.17(d), subsection 2.17(e) and subsection 2.17(f) as if it were a Bank.  The Administrative Agent shall not be responsible for obtaining such documentation except from its own Transferees.

(i) Nothing in this subsection 10.5 shall prohibit any Bank from pledging or assigning its Loans to any Federal Reserve Bank in accordance with applicable law.

(j) The Borrowers, upon receipt of written notice from the relevant Bank, agree to issue Notes to any Bank requiring Notes to facilitate transactions of the type described in paragraph (i) above.

(k) Notwithstanding anything to the contrary contained herein, any Bank (a “Granting Bank”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Company, the option to provide to the Borrowers all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof.  The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank.  Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Bank).  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this

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Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.  In addition, notwithstanding anything to the contrary contained in this subsection 10.5(k) any SPC may (i) with notice to, but without the prior written consent of, the Company and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Bank or to any financial institutions (consented to by the Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.  This subsection 10.5(k) may not be amended without the written consent of the SPC.

10.6 Adjustments.  Except as otherwise provided in this Agreement or as otherwise provided by court order, if any Bank (a “benefitted Bank”) shall at any time receive any payment of all or part of its Committed Rate Loans or L/C Obligations, or interest thereon or commitment fee or letter of credit fee hereunder, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 8, or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank’s Committed Rate Loans or L/C Obligations, or interest thereon, or commitment fee or letter of credit fee hereunder, such benefitted Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Committed Rate Loans or L/C Obligations, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of such other Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.  The Borrowers agree that each Bank so purchasing a portion of another Bank’s Committed Rate Loans or L/C Obligations may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the direct holder of such portion.

10.7 Confidentiality.  (a)  Each of the Agents and the Banks shall, subject as hereinafter provided, keep confidential from any third party any data or information received by them from the Borrowers pursuant to this Agreement which, if provided in writing, is designated in writing as confidential, and if provided orally, is designated orally as confidential by the Borrowers except:

(i) any such data or information as is or becomes publicly available or generally known otherwise than as a result of any breach of the provisions of this subsection 10.7;

(ii) as required by law, rule, regulation or official direction or any Governmental Authority or self-regulatory body having or claiming authority or oversight over any Bank or its affiliates;

(iii) as may be necessary to protect as against the Borrowers or any of them the interests of the Banks or any of them under this Agreement;

(iv) to the extent permitted under subsection 10.5; and

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(v) with respect to any Bank, to affiliates of such Bank on a need to know basis (as long as such affiliates are subject to confidentiality provisions no less restrictive than those set forth in this Agreement) and the attorneys, accountants and regulators of such Bank and such affiliates, and to each other Bank.

(b) Each of the Agents and the Banks shall use their reasonable efforts to ensure that any confidential data or information received by them from the Borrowers pursuant to this Agreement which is disclosed to employees of such Agent or Bank (as the case may be) or their respective affiliates pursuant to clause (a) above, is so disclosed only to the extent necessary for purpose of the administration of this Agreement and, in all cases, on the condition that such information and data shall be kept confidential except for such purpose.

(c) For the avoidance of doubt, the Agents and the Banks may provide to data service providers that serve the lending industry, including market data collectors and league table providers, and insurers to the Agents and the Banks information pertaining to this Agreement routinely provided by arrangers and lenders to such data service providers and insurers if presented in a manner that does not disclose the identity of the Borrowers.

(d) The provisions of this subsection 10.7 shall survive the payment in full of all amounts payable hereunder and the termination of this Agreement.

10.8 Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrowers and the Administrative Agent.

10.9 GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.10 Consent to Jurisdiction and Service of Process.  All judicial proceedings brought against the Borrowers with respect to this Agreement shall be brought in the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available.  The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respect.  Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction.  Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdiction.  JD Luxembourg irrevocably appoints the Company as its agent to receive process with respect to this Agreement.

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10.11 WAIVERS OF JURY TRIAL.  EACH BORROWER, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.12 USA Patriot Act.  Each Bank hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Bank to identify the Borrowers in accordance with the Act.  The Borrowers shall promptly provide such information upon request by any Bank.

10.13 No Fiduciary Duty.  The Borrowers acknowledge and agree that (a) no fiduciary, advisory or agency relationship between the Borrowers and the Agents and the Banks is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agents and the Banks have advised or are advising the Borrowers on other matters, (b) the Agents and the Banks, on the one hand, and the Borrowers, on the other hand, have an arm's length business relationship that does not directly or indirectly give rise to, nor do the Borrowers rely on, any fiduciary duty to the Borrowers or their respective affiliates on the part of the Agents and the Banks, (c) the Borrowers are capable of evaluating and understanding, and the Borrowers understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement, (d) the Borrowers have been advised that the Agents and the Banks are engaged in a broad range of transactions that may involve interests that differ from the Borrowers’ interests and that the Agents and the Banks have no obligation to disclose such interests and transactions to the Borrowers, (e) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent the Borrowers have deemed appropriate, (f) each Agent and Bank has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, any of the Borrowers’ affiliates or any other Person and (g) none of the Agents nor Banks has any obligation to the Borrowers or their respective affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Agent or Bank and the Borrowers or any such affiliate.

10.14 Headings.  Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

10.15 Acknowledgment and Consent to Bail-In of Affected Financial Institutions.  (a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties to the Loan Documents, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i) the application of any Write-Down and Conversion Powers by a Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(ii) the effects of any Bail-In Action on any such liability, including, if applicable:

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(x) a reduction in full or in part or cancellation of any such liability;

(y) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(z) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any Resolution Authority.

(b) Each party hereto agrees that it will notify the Company and the Administrative Agent, as soon as practicable, of such party becoming the subject of a Bail-In Action, unless such notification is prohibited by law, regulation or order.

10.16 Bank ERISA Representations.  (a) Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent and each Lead Arranger and their respective affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and will be true:

(i) such Bank is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans (defined below) in connection with the Loans or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to, and all of the conditions of which are and will continue to be satisfied in connection with, such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii) (A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Bank.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) a Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Bank further

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(x) represents and warrants, as of the date such Person became a Bank party hereto, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent and each Lead Arranger, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that the Administrative Agent is not a fiduciary with respect to the assets of such Bank involved in such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto or thereto).

As used in this Section, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code, to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

DEERE & COMPANY
By:	/s/ Thomas C. Spitzfaden
	Name:	Thomas C. Spitzfaden
	Title:	Vice President and Treasurer
JOHN DEERE CAPITAL CORPORATION
By:	/s/ Thomas C. Spitzfaden
	Name:	Thomas C. Spitzfaden
	Title:	Vice President and Treasurer
JOHN DEERE BANK S.A.
By:	/s/ Thomas C. Spitzfaden
	Name:	Thomas C. Spitzfaden
	Title:	Director
By:	/s/ Larry J. Gant
	Name:	Larry J. Gant
	Title:	Authorized Representative

[Signature Page to the Deere & Company 2025 Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank
By:	/s/ Sean Bodkin
	Name:	Sean Bodkin
	Title:	Vice President

[Signature Page to the Deere & Company 2025 Credit Agreement]

BANK OF AMERICA, N.A., as Syndication Agent and as a Bank
By:	/s/ Brian Lukehart
	Name:	Brian Lukehart
	Title:	Managing Director

[Signature Page to the Deere & Company 2025 Credit Agreement]

CITIBANK, N.A., as a Bank
By:	/s/ Susan Manuelle
	Name:	Susan Manuelle
	Title:	Vice President

[Signature Page to the Deere & Company 2025 Credit Agreement]

BARCLAYS BANK PLC, as a Bank
By:	/s/ Craig Malloy
	Name:	Craig Malloy
	Title:	Director

[Signature Page to the Deere & Company 2025 Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION, as a Bank
By:	/s/ Matthew W. McLaurin
	Name:	Matthew W. McLaurin
	Title:	Director

[Signature Page to the Deere & Company 2025 Credit Agreement]

MUFG Bank Ltd, as a Bank
By:	/s/ Mark Maloney
	Name:	Mark Maloney
	Title:	Authorized Signatory

[Signature Page to the Deere & Company 2025 Credit Agreement]

Royal Bank of Canada as a Bank
By:	/s/ Benjamin Lennon
	Name:	Benjamin Lennon
	Title:	Authorized Signatory

[Signature Page to the Deere & Company 2025 Credit Agreement]

THE TORONTO-DOMINION BANK, NEW YORK BRANCH as a Bank
By:	/s/ MICHAEL BOROWIECKI
	Name:	MICHAEL BOROWIECKI
	Title:	AUTHORIZED SIGNATORY

[Signature Page to the Deere & Company 2025 Credit Agreement]

Credit Agricole Corporate and Investment Bank as a Bank
By:	/s/ Gordon Yip
	Name:	Gordon Yip
	Title:	Director
By:	/s/ GARY HERZOG
	Name:	GARY HERZOG
	Title:	MANAGING DIRECTOR

[Signature Page to the Deere & Company 2025 Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH as a Bank
By:	/s/ Ming K. Chu
	Name:	Ming K. Chu
	Title:	Director
By:	/s/ Marko Lukin
	Name:	Marko Lukin
	Title:	Vice President

[Signature Page to the Deere & Company 2025 Credit Agreement]

GOLDMAN SACHS BANK USA as a Bank
By:	/s/ Ryan Durkin
	Name:	Ryan Durkin
	Title:	Authorized Signatory

[Signature Page to the Deere & Company 2025 Credit Agreement]

BNP Paribas as a Bank
By:	/s/ Tony Baratta
	Name:	Tony Baratta
	Title:	Managing Director
By:	/s/ Mike Shryock
	Name:	Mike Shryock
	Title:	Managing Director

[Signature Page to the Deere & Company 2025 Credit Agreement]

Commerzbank AG,  New York Branch as a Bank
By:	/s/ Michael W. Ravelo
	Name:	Michael W. Ravelo
	Title:	Managing Director
By:	/s/ John W. Deegan
	Name:	John W. Deegan
	Title:	Director

[Signature Page to the Deere & Company 2025 Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION as a Bank
By:	/s/ Mark H. Halldorson
	Name:	Mark H. Halldorson
	Title:	Director

[Signature Page to the Deere & Company 2025 Credit Agreement]

Banco Bilbao Vizcaya Argentaria, S.A. New York Branch as a Bank
By:	/s/ Brian Crowley
	Name:	Brian Crowley
	Title:	Managing Director
By:	/s/ Miriam Trautmann
	Name:	Miriam Trautmann
	Title:	Senior Vice President

[Signature Page to the Deere & Company 2025 Credit Agreement]

Santander Bank, N.A. as a Bank
By:	/s/ Xavier Ruiz Sena
	Name:	Xavier Ruiz Sena
	Title:	Managing Director

[Signature Page to the Deere & Company 2025 Credit Agreement]

The Bank of New York Mellon as a Bank
By:	/s/ Thomas J. Tarasovich, Jr.
	Name:	Thomas J. Tarasovich, Jr.
	Title:	Vice President

[Signature Page to the Deere & Company 2025 Credit Agreement]

SUMITOMO MITSUI BANKING CORPORATION as a Bank
By:	/s/ Jun Ashley
	Name:	Jun Ashley
	Title:	Director

[Signature Page to the Deere & Company 2025 Credit Agreement]

STANDARD CHARTERED BANK as a Bank
By:	/s/ James Beck
	Name:	James Beck
	Title:	Associate Director

[Signature Page to the Deere & Company 2025 Credit Agreement]

U.S. Bank National Associatioin as a Bank
By:	/s/ James N. DeVries
	Name:	James N. DeVries
	Title:	Senior Vice President

[Signature Page to the Deere & Company 2025 Credit Agreement]

BANK OF CHINA, CHICAGO BRANCH as a Bank
By:	/s/ Kai Wu
	Name:	Kai Wu
	Title:	Senior Vice President

[Signature Page to the Deere & Company 2025 Credit Agreement]

ICICI Bank Limited New York Branch as a Bank
By:	/s/ Akashdeep Sarpal
	Name:	Akashdeep Sarpal
	Title:	Country Head – USA ICICI Bank Limited

[Signature Page to the Deere & Company 2025 Credit Agreement]

Nordea Bank Abp, New York Branch as a Bank
By:	/s/ Leena Parker
	Name:	Leena Parker
	Title:	Senior Vice President
By:	/s/ Ola Anderssen
	Name:	Ola Anderssen
	Title:	First Vice President

[Signature Page to the Deere & Company 2025 Credit Agreement]

PNC Bank, National Association as a Bank
By:	/s/ James Phelan
	Name:	James Phelan
	Title:	Vice President

[Signature Page to the Deere & Company 2025 Credit Agreement]

SCHEDULE I

TERMS OF SUBORDINATION

“Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest, commitment fees and letter of credit fees on (a) indebtedness (including matured and contingent reimbursement obligations in respect of letters of credit) of John Deere Capital Corporation (the “Capital Corporation”) (including indebtedness of others guaranteed by the Capital Corporation), other than the indebtedness evidenced by the Securities [such term to be defined as the debt to be issued under the indenture or agreement to which this Schedule relates] and [specify any other indebtedness of the Capital Corporation (including indebtedness of others guaranteed by the Capital Corporation)], provided that indebtedness of the Capital Corporation under the credit agreement to which these Terms of Subordination are attached may not be so specified, whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed, for money borrowed, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness is not senior or prior in right of payment to the Securities, and (b) renewals, extensions, modifications and refundings of any such indebtedness.

SUBORDINATION

Section 1.  Agreement to Subordinate.

The Capital Corporation, for itself, its successors and assigns, covenants and agrees, and each holder of Securities, by such holder’s acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness.

Section 2.  Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities.

Upon any distribution of assets of the Capital Corporation upon any dissolution, winding up, liquidation or reorganization of the Capital Corporation, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Capital Corporation or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provisions reflecting the rights conferred in this Agreement upon the Senior Indebtedness and the holders thereof with respect to the Securities by a lawful plan of reorganization under applicable bankruptcy law),

(a) the holders of Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium if any) and the interest, commitment fees and letter of credit fees due on the Senior Indebtedness before the holders of the Securities are entitled to receive any payment upon the principal of (or premium, if any) or interest on indebtedness evidenced by the Securities; and

(b) any payment or distribution of assets of the Capital Corporation of any kind or character, whether in cash, property or securities, to which the holders of the Securities or any trustee therefor would be entitled except for the provisions of this Article shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under

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any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest, commitment fees and letter of credit fees on the Senior Indebtedness held or represented by each holder of Senior Indebtedness, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and

(c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Capital Corporation of any kind or character, whether in cash, property or securities, shall be received by any trustee for the holders of the Securities or the holders of the Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice to any trustee for the holders of the Securities, to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness, the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Capital Corporation applicable to Senior Indebtedness until the principal of (and premium, if any) and interest on the Securities shall be paid in full and no such payments or distributions to the holders of the Securities of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall, as between the Capital Corporation, its creditors other than the holders of Senior Indebtedness, and the holders of the Securities, be deemed to be a payment by the Capital Corporation to or on account of the Securities.  It is understood that the provisions of this Article are, and are intended, solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand.  Nothing contained in this Article or elsewhere in this Agreement or in the Securities is intended to or shall impair, as between the Capital Corporation, its creditors other than the holders of Senior Indebtedness, and the holders of the Securities, the obligation of the Capital Corporation, which is unconditional and absolute, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the Securities and creditors of the Capital Corporation other than the holders of Senior Indebtedness, nor shall anything herein or in the instruments or other evidence of the Securities prevent any trustee for the holders of the Securities or the holder of any Securities from exercising all remedies otherwise permitted by applicable law upon default under this Agreement or such instrument or other evidence, subject to the rights, if any, under this Article of the holders of Senior Indebtedness in respect of cash, property or securities of the Capital Corporation received upon the exercise of any such remedy.

Section 3.  No Payment on Securities in Event of Non-Payment When Due of Senior Indebtedness.

No payment by the Capital Corporation on account of principal (or premium, if any), sinking funds, or interest on the Securities shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest and letter of credit fees and commitment fees on Senior Indebtedness has been made or duly provided for in money or money’s worth.

SCHEDULE II

COMMITMENTS

Bank	Commitment
JPMorgan Chase Bank, N.A.	$ 212,500,000
Bank of America, N.A.	$ 212,500,000
Citibank, N.A.	$ 212,500,000
Barclays Bank PLC	$ 176,562,500
HSBC Bank USA, N.A.	$ 176,562,500
MUFG Bank, Ltd.	$ 176,562,500
Royal Bank of Canada	$ 176,562,500
The Toronto-Dominion Bank, New York Branch	$ 156,250,000
Credit Agricole Corporate and Investment Bank	$ 140,625,000
Deutsche Bank AG, New York Branch	$ 140,625,000
Goldman Sachs Bank USA	$ 140,625,000
BNP Paribas	$ 93,750,000
Commerzbank AG New York Branch	$ 93,750,000
Wells Fargo Bank, National Association	$ 93,750,000
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	$ 39,062,500
Banco Santander, S.A.	$ 39,062,500
The Bank of New York Mellon	$ 39,062,500
Sumitomo Mitsui Banking Corporation	$ 39,062,500
Standard Chartered Bank	$ 39,062,500
U.S. Bank National Association	$ 39,062,500
Bank of China, Chicago Branch	$ 15,625,000
ICICI Bank Limited New York Branch	$ 15,625,000
Nordea Bank Abp, New York Branch	$ 15,625,000
PNC Bank, National Association	$ 15,625,000
TOTAL	$ 2,500,000,000

SCHEDULE III

EXISTING LETTERS OF CREDIT

None.

EXHIBIT A

[FORM OF BORROWING NOTICE]

_________, 20__

JPMorgan Chase Bank, N.A.,
 as Administrative Agent under the
   Credit Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware, 19713-2107

United States
Attention:  Ali Zigami
Telephone:  (302) 634-4834

Facsimile:  (302) 634-8459

Ladies and Gentlemen:

Pursuant to subsection 2.1(c) of the $2,500,000,000 2025 Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), the undersigned hereby requests that the following Committed Rate Loans be made on __________, 20__ as follows:

(1)	Total Amount of Committed Rate Loans		$
(2)	Requested Currency
(3)	Amount of (1) to be allocated to Eurocurrency Loans		$
(4)	Amount of (1) to be allocated to ABR Loans
(5)	Interest Periods and amounts to be allocated thereto in respect of Eurocurrency Loans (amounts must total (3)):
	(i)	one month	$
	(ii)	two months	$
	(iii)	three months	$
	(iv)	six months	$
	(v)	30 days (if Canadian Dollars requested)	$
	(vi)	60 days (if Canadian Dollars requested)	$
	(vii)	90 days (if Canadian Dollars requested)	$
Total Eurocurrency Loans			$

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NOTE:    THE AMOUNT APPEARING IN LINE (1) ABOVE MUST BE AT LEAST EQUAL TO $25,000,000 AND IN A WHOLE MULTIPLE OF $5,000,000 (OR THE FOREIGN CURRENCY EQUIVALENT IN THE CASE OF FOREIGN CURRENCY LOANS) AND THE AMOUNTS APPEARING IN EACH OTHER LINE ABOVE MUST BE AT LEAST EQUAL TO $10,000,000 AND IN A WHOLE MULTIPLE OF $1,000,000 (OR THE FOREIGN CURRENCY EQUIVALENT IN THE CASE OF FOREIGN CURRENCY LOANS).

Terms defined in the Credit Agreement shall have the same meanings when used herein.

Very truly yours, [DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION] [JOHN DEERE BANK S.A.]
By:
	Name:
	Title:

EXHIBIT B

[FORM OF BID LOAN REQUEST]

_______, 20__

JPMorgan Chase Bank, N.A.,
 as Administrative Agent under the Credit
   Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware, 19713-2107

United States
Attention:  Ali Zigami
Telephone:  (302) 634-4834

Facsimile:  (302) 634-8459

Ladies and Gentlemen:

Reference is made to the $2,500,000,000 2025 Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

This is an [Index Rate] [Absolute Rate] Bid Loan Request pursuant to subsection 2.2 of the Credit Agreement requesting quotes for the following Bid Loans:

Aggregate Principal Amount	$_____________	$____________	$____________
Borrowing Date	_____________	____________	____________
Interest Period	_____________	____________	____________
Maturity Period	_____________	____________	____________
Interest Payment Dates	_____________	____________	____________
Interest Rate Basis	360 day year

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NOTE: THE AGGREGATE PRINCIPAL AMOUNTS APPEARING ABOVE MUST BE IN THE AGGREGATE AT LEAST EQUAL TO $25,000,000 AND IN A WHOLE MULTIPLE OF $5,000,000.

Very truly yours, [DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION]
By:
	Name:
	Title:

Note: Pursuant to the Credit Agreement, a Bid Loan Request may be transmitted by facsimile transmission, or by telephone, immediately confirmed by facsimile transmission.  In any case, a Bid Loan Request shall contain the information specified in the second paragraph of this form.

EXHIBIT C

[FORM OF BID LOAN OFFER]

_______, 20__

JPMorgan Chase Bank, N.A.,

as Administrative Agent

  under the Credit Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware, 19713-2107

United States
Attention:  Ali Zigami
Telephone:  (302) 634-4834

Facsimile:  (302) 634-8459

Ladies and Gentlemen:

Reference is made to the $2,500,000,000 2025 Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

In accordance with subsection 2.2 of the Credit Agreement, the undersigned Bid Loan Bank offers to make Bid Loans thereunder in the following amounts with the following maturity dates:

Borrowing Date:  _________________, 20__

Aggregate Maximum Amount:  $________

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Maturity Date 1:	Maturity Date 2:	Maturity Date 3:
Maximum Amount   $_____	Maximum Amount  $_______	Maximum Amount  $______
Rate* ____Amount  $______	Rate* ____Amount  $______	Rate* ___Amount   $_______
Rate* ____Amount  $______	Rate* ____Amount  $______	Rate* ___Amount   $_______

Very truly yours,
[NAME OF BID LOAN BANK]
By:
	Name:
	Title:
	Telephone:
	Facsimile:

*  If Index Rate Bid Loan, insert percentage above or below Eurocurrency Rate.

EXHIBIT D

[FORM OF BID LOAN CONFIRMATION]

_______, 20__

JPMorgan Chase Bank, N.A.,

as Administrative Agent
   under the Credit Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware, 19713-2107

United States
Attention:  Ali Zigami
Telephone:  (302) 634-4834

Facsimile:  (302) 634-8459

Ladies and Gentlemen:

Reference is made to the $2,500,000,000 2025 Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

In accordance with subsection 2.2 of the Credit Agreement, the undersigned accepts and confirms the offers by Bid Loan Bank(s) to make Bid Loans to the undersigned on ______________, 20__ [Borrowing Date] under said subsection 2.2 in the (respective) amount(s) set forth on the attached list of Bid Loans offered.

Very truly yours, [DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION]
By:
	Title:

[Borrower to attach Bid Loan Offer list prepared by Administrative Agent with accepted amount entered by the Borrower to right of each Bid Loan Offer].

EXHIBIT E

[FORM OF ASSIGNMENT AND ASSUMPTION]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an affiliate/Approved Fund of [identify Bank]1]
3.	Borrower(s):
4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement
5.	Credit Agreement:	The $2,500,000,000 2025 Credit Agreement dated as of March 30, 2020 among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the

1 Select as applicable.

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		other agents parties thereto
6.	Assigned Interest:

Facility Assigned2	Aggregate Amount of Commitment/Loans for all Banks	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans3
	$	$	%
	$	$	%
	$	$	%

Effective Date:   ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information  (which may contain material non-public information about the Borrowers and their affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
NAME OF ASSIGNOR
By:
	Title:
ASSIGNEE
NAME OF ASSIGNEE
By:
	Title:

2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment” or “L/C Commitment”).

3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Banks.

[Consented to and]4 Accepted:
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By:
	Title:
[Consented to:]5
DEERE & COMPANY
By:
	Title:

4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

5 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.

ANNEX 1

$2,500,000,000 2025 Credit Agreement dated as of March 30, 2020 (the “Credit Agreement”) among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other agents parties thereto

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.  Representations and Warranties.

1.1   Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of the Borrowers, any of their respective Subsidiaries or affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by each Borrower, any of their Subsidiaries or affiliates or any other Person of any of their respective obligations under the Credit Agreement.

1.2.  Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Bank, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank and (v) if it is a Non-U.S. Bank, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank.

2.   Payments.    From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.  General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and

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Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT F

[RESERVED]

EXHIBIT G

[FORM OF OPINION OF GENERAL COUNSEL TO THE COMPANY]

[Closing Date]

To each of the Banks parties to
the Credit Agreement referred to
below and to JPMorgan Chase
Bank, N.A., as Administrative Agent

Deere & Company and

John Deere Capital Corporation

2025 Credit Agreement

Ladies and Gentlemen:

This opinion is furnished to you pursuant to subsection 4.1(c) of the $2,500,000,000 2025 Credit Agreement dated as of March 30, 2020 (the “Credit Agreement”) among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation” and, together with the Company, the “U.S. Borrowers”) and John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Terms defined in the Credit Agreement and not otherwise defined in this opinion are used herein as defined in the Credit Agreement.

I am General Counsel of the Company and have also acted as counsel for the Capital Corporation in this matter.  I am familiar with the corporate history and organization of each U.S. Borrower and of its Subsidiaries and the proceedings relating to the authorization, execution and delivery by each U.S. Borrower of the Credit Agreement.  In that connection I have examined or caused to have examined:

1.  The Credit Agreement;

2.  The documents furnished by each of the U.S. Borrowers pursuant to Section 4 of the Credit Agreement;

3.  The Certificates of Incorporation of the U.S. Borrowers and all amendments thereto (the “Charters”);

4.  The bylaws of the U.S. Borrowers and all amendments thereto (the “Bylaws”); and

5.  Certificates of the Secretary of State of Delaware, each dated a recent date, attesting to the continued corporate existence and good standing of the U.S. Borrowers in that State.

In addition, I have reviewed or caused to have reviewed such of the corporate proceedings of the U.S. Borrowers, and have examined or caused to have examined such documents, corporate records, and other instruments relating to the organization of the U.S. Borrowers and their respective Subsidiaries and such other agreements and instruments to which the U.S. Borrowers and their respective Subsidiaries are parties, as I consider necessary as a basis for the opinions hereinafter expressed.  I have assumed the due execution and delivery, pursuant to due authorization, of the Credit

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Agreement by the Banks, the Administrative Agent, the Syndication Agent, and the Documentation Agents, and the authenticity of all documents submitted to me as originals and the conformity to the original documents of all documents submitted to me as certified, conformed or photostatic or electronic copies.

I am qualified to practice law in the State of Illinois and the State of Iowa and do not purport to be an expert on, and do not express any opinion herein concerning, any laws other than the laws of the State of Illinois and the State of Iowa, the General Corporation Law of the State of Delaware and the Federal laws of the United States.

Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion:

1.  Each of the Company and the Capital Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business as now being conducted and to own its properties.

2.  The execution, delivery and performance by each U.S. Borrower of the Credit Agreement are within such U.S. Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene, or constitute a default under the Charter or the Bylaws of such U.S. Borrower, any judgment, law, rule or regulation applicable to such U.S. Borrower, or any Contractual Obligation by which such U.S. Borrower is bound or (ii) result in the creation of any lien, charge or encumbrance upon any of its property or assets.  The Credit Agreement has been duly executed and delivered on behalf of each U.S. Borrower.

3.  No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by each U.S. Borrower of the Credit Agreement.

4.  There is no pending or, to the best of my knowledge, threatened action or proceeding against either U.S. Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator which is likely to have a materially adverse effect upon the financial condition or operations of such U.S. Borrower and its Subsidiaries taken as a whole.

A copy of this opinion letter may be delivered by any of you to any person that becomes a Bank in accordance with the provisions of the Credit Agreement.  Any such person may rely on the opinions expressed above as if this opinion letter were addressed and delivered to such person on the date hereof.

This opinion letter is rendered to you in connection with the transactions contemplated by the Credit Agreement.  This opinion letter may not be relied upon by you or any person entitled to rely on this opinion pursuant to the preceding paragraph for any other purpose without my prior written consent.

This opinion letter speaks only as of the date hereof.  I expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development or circumstance

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may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter.

Very truly yours,

Mary K.W. Jones

EXHIBIT H

[FORM OF ENFORCEABILITY OPINION OF SPECIAL NEW YORK COUNSEL

TO THE BORROWERS]

[Closing Date]

To the Agent
and each of the Lenders under the
Credit Agreement (referred to below)
on the date hereof:

Re:  $2,500,000,000 2025 Credit Agreement dated as of March 30, 2020, by and among Deere & Company, a Delaware corporation (the “Company”), John Deere Capital Corporation, a Delaware corporation (the “Capital Corporation”), John Deere Bank S.A., a public limited company organized under the laws of Luxembourg (“JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), the financial institutions from time to time party thereto as lenders (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent for the Lenders (in such capacity, the “Agent”) and the other parties thereto (such credit agreement herein referred to as the “Credit Agreement”)

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as counsel to and at the request of the Borrowers in respect of the Credit Agreement.

The opinions expressed herein are being provided pursuant to Section4.1(c) of the Credit Agreement.  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (with references herein to the Credit Agreement and each document defined therein meaning the Credit Agreement and each such document as executed and delivered on the date hereof).  The Lenders and the Agent are sometimes referred to in this opinion letter as “you”.

In connection with the preparation of this letter, we have, among other things, reviewed executed counterparts of the Credit Agreement.

Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this opinion letter, we advise you, and with respect to each legal issue addressed in this opinion letter, it is our opinion, that (a) the Credit Agreement is a valid and binding obligation of each Borrower that is a party thereto and is enforceable against such Borrower in accordance with its terms and (b) the guarantee by the Capital Corporation pursuant to Section 2.27 of the Credit Agreement is a valid and binding obligation of the Capital Corporation and is enforceable against the Capital Corporation in accordance with its terms.

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With your consent, we have assumed for purposes of this letter and the opinions herein:

(a) that each document we have reviewed for purposes of this letter is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine, and that all natural persons who have signed any document have the legal capacity to do so;

(b) that the Credit Agreement and every other agreement we have examined for purposes of this letter has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and binding obligation of each party to that document, enforceable against each such party in accordance with its respective terms and that each such party has satisfied all legal requirements that are applicable to such party to the extent necessary to entitle such party to enforce such agreement and that each party to the Credit Agreement is in good standing and duly incorporated or organized under the laws of its jurisdiction of organization except we do not assume in this paragraph (b) that the Credit Agreement is a valid and binding obligation enforceable in accordance with its terms against the Borrowers;

(c) there are no agreements or understandings among the parties, written or oral (other than the Credit Agreement), and there is no usage of trade or course of prior dealing among the parties that would, in either case define, supplement or qualify the terms of the Credit Agreement; and

(d) that the status of the Credit Agreement as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

In preparing this letter, we have relied without any independent verification upon: (i) information contained in certificates obtained from governmental authorities; (ii) factual information represented to be true in the Credit Agreement; (iii) factual information provided to us in a support certificate signed by each of the Borrowers; and (iv) factual information we have obtained from such other sources as we have deemed reasonable; and we have examined the originals or copies certified to our satisfaction, of the Credit Agreement and other corporate records of the Borrowers as we deem necessary for or relevant to our opinions.  We have assumed without investigation that the information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading.

The terms “knowledge,” “actual knowledge” and “aware” whenever used in this letter with respect to our firm mean conscious awareness at the time this letter is delivered on the date it bears by the lawyers with Kirkland & Ellis LLP at that time who spent substantial time representing the Borrower in connection with the Credit Agreement (herein called our “Designated Transaction Lawyers”).

Our opinion (an “enforceability opinion”) in this letter that any particular contract is a valid and binding obligation or is enforceable in accordance with its terms is subject to: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and judicially developed doctrines in this area

H-3

such as substantive consolidation and equitable subordination; (ii) the effect of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (iii) an implied covenant of good faith and fair dealing; and (iv) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations.  “General principles of equity” include but are not limited to: principles limiting the availability of specific performance and injunctive relief; principles which limit the availability of a remedy under certain circumstances where another remedy has been elected; principles requiring reasonableness, good faith and fair dealing in the performance and enforcement of an agreement by the party seeking enforcement; principles which may permit a party to cure a material failure to perform its obligations; and principles affording equitable defenses such as waiver, laches and estoppel.

Our enforceability opinion is also subject to the qualification that certain provisions of the Credit Agreement may not be enforceable in whole or in part, although the inclusion of such provisions does not render the Credit Agreement invalid, and the Credit Agreement and the law of the State of New York contain adequate remedial provisions for the practical realization of the rights and benefits afforded thereby.

Our enforceability opinion is further subject to the effect of rules of law that may render guaranties or other similar instruments or agreements unenforceable under circumstances where your actions, failures to act or waivers, amendments or replacement of the Credit Agreement (i) so radically change the essential nature of the terms and conditions of the guaranteed obligations and the related transactions that, in effect, a new relationship has arisen between you and the Borrowers which is substantially and materially different from that presently contemplated by the Credit Agreement, (ii) release the primary obligor, or (iii) impair the guarantor’s recourse against the primary obligor.

We also express no opinion regarding the enforceability of any so-called “fraudulent conveyance” or “fraudulent transfer savings” clauses and any similar provisions in the Credit Agreement to the extent such provisions purport to limit the amount of the obligations of any party or the right to contribution of any other party with respect to such obligations.

We render no opinion regarding the validity, binding effect or enforceability of the Credit Agreement with respect to any Borrower to the extent the Credit Agreement involves any obligation (including any guaranty) of such Borrower with respect to any “swap” (as such term is defined in the Commodity Exchange Act) if such Borrower is not an “eligible contract participant” (as such term is defined in the Commodity Exchange Act) at the time such obligation is incurred by such Borrower.

We render no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for other than the internal laws of the State of New York, and without limiting the foregoing, we expressly disclaim any opinion as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of Federal preemption or otherwise) which may be applicable to the transactions contemplated by the Credit Agreement.

Nothing contained in this letter covers or otherwise addresses any of the following types of provisions which may be contained in the Credit Agreement:

H-4

(i) provisions mandating contribution towards judgments or settlements among various parties;

(ii) waivers of benefits and rights to the extent they cannot be waived under applicable law;

(iii) provisions providing for penalties, liquidated damages, acceleration of future amounts due (other than principal) without appropriate discount to present value, late charges, prepayment charges, interest upon interest, or increased interest rates upon default;

(iv) provisions which might require indemnification or contribution in violation of general principles of equity or public policy, including, without limitation, indemnification or contribution obligations which arise out of the failure to comply with applicable state or federal securities laws;

(v) agreements to submit to the jurisdiction of any particular court or other governmental authority (either as to personal or subject matter jurisdiction); provisions restricting access to courts; waiver of service of process requirements which would otherwise be applicable; waiver of the right to a jury trial and provisions otherwise purporting to affect the jurisdiction and venue of courts;

(vi) choice-of-law provisions;

(vii) provisions regarding arbitration;

(viii) covenants not to compete;

(ix) provisions that authorize you to set off and apply any deposits at any time held, and any other indebtedness at any time owing, by you to or for the account of the Borrowers, or

(x) requirements in the Credit Agreement specifying that provisions thereof may only be waived in writing.

Except as expressly otherwise set forth in this letter, our advice on every legal issue addressed in this letter is based exclusively on the internal laws of the State of New York or the Federal law of the United States which, in each case, in our experience is generally applicable both to general business organizations which are not engaged in regulated business activities and to transactions of the type contemplated in the Credit Agreement, on the one hand, and you, on the other hand (but without our having made any special investigation as to any other laws), except that we express no opinion or advice as to any law or legal issue (a) which might be violated by any misrepresentation or omission or a fraudulent act, or (b) to which any Borrower may be subject as a result of your legal or regulatory status, your sale or transfer of the Loans or interests therein or your involvement in the transactions contemplated by the Credit Agreement.

None of the opinions or other advice contained in this letter considers or covers: (i) any federal or state securities (or “blue sky”) laws or regulations or Federal Reserve Board margin

H-5

regulations or (ii) federal or state antitrust and unfair competition laws and regulations, pension and employee benefit laws and regulations, compliance with fiduciary duty requirements, federal and state environmental, land use and subdivision, tax, racketeering (e.g., RICO), health and safety (e.g., OSHA), and labor laws and regulations, federal and state laws, regulations and policies concerning national and local emergency, possible judicial deference to acts of sovereign states and criminal and civil forfeiture laws, and other federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes).

We also express no opinion regarding any laws relating to terrorism or money laundering, including Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) (the “Terrorism Executive Order”) or any related enabling legislation or any other similar executive order (collectively with the Terrorism Executive Order, the “Executive Orders”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”), any sanctions and regulations promulgated under authority granted by the Trading with the Enemy Act, 50 U.S.C. App. 1-44, as amended from time to time, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, as amended from time to time, the Iraqi Sanctions Act, Publ. L. No. 101-513; United Nations Participation Act, 22 U.S.C. § 287c, as amended from time to time, the International Security and Development Cooperation Act, 22 U.S.C. § 2349 aa-9, as amended from time to time, The Cuban Democracy Act, 22 U.S.C. §§ 6001-10, as amended from time to time, The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 2332d and 2339b, as amended from time to time, and The Foreign Narcotics Kingpin Designation Act, Publ. L. No. 106-120, as amended from time to time.

We express no opinion as to what law might be applied by any other courts to resolve any issue addressed in this letter.  We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.

This opinion letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which our Designated Transaction Lawyers did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any of our opinions, or for any other reason.

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You may rely upon this letter only for the purpose served by the provision in the Credit Agreement cited in the second paragraph of this opinion letter in response to which it has been delivered.  Without our written consent:  (i) no person other than you may rely on this opinion letter for any purpose; (ii) this opinion letter may not be cited or quoted in any financial statement, prospectus, private placement memorandum or other similar document; (iii) this opinion letter may not be cited or quoted in any other document or communication which might encourage reliance upon this opinion letter by any person or for any purpose excluded by the restrictions in this paragraph; and (iv) copies of this opinion letter may not be furnished to anyone for purposes of encouraging such reliance.  Notwithstanding the foregoing, financial institutions which subsequently become Lenders in accordance with the terms of Section 10.5 of the Credit Agreement may rely on this opinion letter as of the time of its delivery on the date hereof as if this letter were addressed to them.

Sincerely,

KIRKLAND & ELLIS LLP

EXHIBIT I

[FORM OF EXTENSION REQUEST]

____________________, 20__

JPMorgan Chase Bank, N.A.,
 as Administrative Agent
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware, 19713-2107

United States
Attention:  Ali Zigami
Telephone:  (302) 634-4834

Facsimile:  (302) 634-8459

Ladies and Gentlemen:

Reference is made to the $2,500,000,000 2025 Credit Agreement, dated as of March 30, 2020, among Deere & Company, John Deere Capital Corporation, John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

This is an Extension Request pursuant to subsection 2.16 of the Credit Agreement requesting an extension of the Termination Date to [INSERT REQUESTED TERMINATION DATE].  Please transmit a copy of this Extension Request to each of the Banks.

Very truly yours,
DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:

EXHIBIT J

[FORM OF W-8BEN-E TAX LETTER]

[To be sent in DUPLICATE and accompanied

by TWO executed copies of Form W-8BEN-E of

the Internal Revenue Service]

[Bank’s Letterhead]

________________, 20__

Deere & Company
One John Deere Place
Moline, Illinois  61265
Attention:  Treasurer

John Deere Capital Corporation
First National Bank Building
1 East First Street
Reno, Nevada  89501
Attention:  Manager

[John Deere Bank S.A.

43, avenue John F. Kennedy

L-1855 Luxembourg

Grand Duchy of Luxembourg

Attention: ]

Re:  $2,500,000,000 2025 Credit Agreement
dated as of March 30, 2020 with Deere &
Company, and John Deere Capital Corporation and John Deere Bank S.A.

Ladies and Gentlemen:

In connection with the $2,500,000,000 2025 Credit Agreement, dated as of March 30, 2020, among Deere & Company, John Deere Capital Corporation, John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, we hereby represent and warrant that [name of Bank, address] is a [name of Country] corporation and is currently exempt from any U.S. federal withholding tax on payments to it from U.S. sources by virtue of compliance with the provisions of the Income Tax Convention between the United States and [name of Country] signed [date], [as amended].  Our fiscal year is the twelve months ending [________________].

The undersigned (a) is a [corporation] organized under the laws of [_______] whose [registered] business is managed or controlled in [_______], (b) [does not have a permanent establishment or fixed base in the United States] [does have a permanent establishment or fixed base in the United States but the above Agreement is not effectively connected with such permanent establishment or fixed base], (c) is not exempt from tax on the income in [_______] and (d) is the beneficial owner of the income.

J-2

We enclose herewith two copies of Form W-8BEN-E of the U.S. Internal Revenue Service.

Yours faithfully,
[NAME OF BANK]
By:
	Title:

cc: JPMorgan Chase Bank, N.A., as Administrative Agent

EXHIBIT K

[FORM OF W-8ECI TAX LETTER]

[To be sent in DUPLICATE and accompanied

by TWO executed copies of Form W-8ECI of

the Internal Revenue Service]

[Bank’s Letterhead]

______________, 20__

Deere & Company
One John Deere Place
Moline, Illinois  61265
Attention:  Treasurer

John Deere Capital Corporation
First National Bank Building
1 East First Street
Reno, Nevada  89501
Attention:  Manager

[John Deere Bank S.A.
43, avenue John F. Kennedy

L-1855 Luxembourg

Grand Duchy of Luxembourg

Attention:]

Re:  $2,500,000,000 2025 Credit Agreement
dated as of March 30, 2020 with Deere &
Company, and John Deere Capital Corporation and John Deere Bank S.A.

Ladies and Gentlemen:

In connection with the above $2,500,000,000 2025 Credit Agreement, dated as of March 30, 2020, among Deere & Company, John Deere Capital Corporation, John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, we hereby represent and warrant that [name of Bank, address] is a [corporation] and is entitled to exemption from U.S. federal withholding tax on payments to it under the Agreement by virtue of Section 1441(c)(1) of the Internal Revenue Code of the United States of America and Treasury Regulation Section 1.1441-4(a) thereunder.

K-2

We enclose herewith two copies of Form W-8ECI of the U.S. Internal Revenue Service.

Yours faithfully,
[NAME OF BANK]
By:
	Title:

cc: JPMorgan Chase Bank, N.A., as Administrative Agent

EXHIBIT L

[FORM OF REPLACEMENT BANK AGREEMENT]

THIS AGREEMENT, dated as of _____, 20__ (“Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”) ____________ (“New Bank”) and JPMorgan Chase Bank, N.A., as Administrative Agent for the Existing Banks referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Capital Corporation, JD Luxembourg, the several financial institutions parties thereto (the “Existing Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent are parties to the $2,500,000,000 2025 Credit Agreement, dated as of March 30, 2020 (as the same may have been or may hereafter be amended, supplemented or otherwise modified, the “Credit Agreement”; terms defined therein being used herein as therein defined);

WHEREAS, subsection 2.19 of the Credit Agreement provides that one or more financial institutions (which may be Existing Banks) may be added as a “Bank” or “Banks” for purposes of the Credit Agreement upon the cancellation of all or a portion of the Commitments pursuant to subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) of the Credit Agreement or the expiration of all or a portion of the Commitments pursuant to subsection 2.16(b) of the Credit Agreement or upon a Defaulting Bank becoming a Cancelled Bank and the execution of an agreement in substantially the form of this Agreement;

WHEREAS, the Borrowers have cancelled or there have expired an aggregate principal amount of Commitments equal to $______which have not heretofore been replaced (the “Cancelled Commitments”; the Banks that are maintaining or have maintained the Cancelled Commitments being collectively referred to as “Cancelled Banks”); such Cancelled Commitments being on the date hereof, or on the date of notice of cancellation hereof having been, utilized as follows:

Principal Amount		Last day of Interest Period
I	Unused Portion	N/A
II	Committed Rate Loans
Eurocurrency Loans
	1
	2
	3

L-2

	ABR Loans	N/A
III	Bid Loans
	1
	2
	3
IV	Negotiated Rate Loans
	1
	2
	3

WHEREAS, the cancellation of the Cancelled Commitments is effective in accordance with the Credit Agreement; and

WHEREAS, [the Borrowers desire the New Bank to become, and the New Bank is agreeable, to becoming, a “Bank” for purposes of the Credit Agreement] [the New Bank is an Existing Bank and the Borrowers desire the New Bank to increase, and the New Bank is agreeable to increasing, its Commitment]* on the terms contained herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1.  Benefits of Agreement.  The Borrowers, the Administrative Agent and the New Bank hereby [agree that on and as of the date hereof the New Bank shall be] [confirm that the New Bank is] a “Bank” for all purposes and shall [continue to] be bound by and entitled to the benefits of the Credit Agreement [as if the New Bank had been named on the signature pages thereof], provided that the New Bank shall not assume and shall, except as herein provided, have no obligations in respect of any Loans outstanding on the date hereof and made by any [Existing Bank.] [Cancelled Bank.]*

2.  Commitment of New Bank.  The Borrowers, the Administrative Agent and the New Bank hereby agree that on and as of the dates set forth below the New Bank shall replace, as specified herein, _% (such percentage being referred to as the New Bank’s “Percentage”) of each utilization of the Cancelled Commitments [set forth in the third recital hereof] [set forth under the caption “Committed Rate Loans”] and that the aggregate Commitment of the New Bank shall on and as of the date hereof be $_____**.  In connection therewith, the Borrowers, the Administrative Agent and the New Bank hereby agree as follows***:

(i)  for purposes of determining such New Bank’s pro rata share of each Committed Rate Loan borrowing advanced on or after the date hereof such Bank’s Commitment shall be equal to $[same as above];

*** As appropriate for New or Existing Banks.

*** Insert amount equal to sum of New Bank’s existing Commitment, if any, plus New Bank’s Percentage of Cancelled Commitments.

*** The following clauses (ii)-(iii) may be altered to reflect the agreements among the Cancelled Bank, the New Bank and the Borrowers provided such agreements do not adversely affect any Existing Bank or the Administrative Agent.

L-3

(ii)  the unused and available portion of such New Bank’s Commitment shall be deemed utilized by its Percentage of the Committed Rate Loans made by the Cancelled Banks and listed in the third recital hereof.  In furtherance thereof, the unused and available portion of such New Bank’s Commitment shall, on the earlier of (x) the last day of each Interest Period specified for each outstanding Committed Rate Loan in the third recital hereof (and the payment in full to the Cancelled Banks of the principal thereof and accrued interest thereon) and (y) the prepayment of the principal of such Loans together with accrued interest thereon, automatically and without any further action by any party increase by an amount equal to the New Bank’s Percentage of such Loan; and

(iii)  [(A)]  [concurrently with the execution hereof the New Bank shall disburse to each Borrower in immediately available funds such amount as shall be necessary so that the ratio which each Bank’s outstanding ABR Loans bears to all of the outstanding ABR Loans equals the ratio which each Bank’s Commitment (determined, for the New Bank, in accordance with clause (i) above) bears to all of the Commitments (determined, for the New Bank, in accordance with the immediately foregoing parenthetical);]

[(B)] [on the last day of each Interest Period for each outstanding Eurocurrency Loan, automatically and without any further action by either Borrower, the New Bank shall disburse to each Borrower in immediately available funds such amounts as shall be necessary so that the ratio which each Bank’s outstanding Eurocurrency Loans, bears to all of the outstanding Eurocurrency Loans, equals the ratio which each Bank’s Commitment (determined, for the New Bank, in accordance with clause (i) hereof) bears to all of the Commitments (determined, for the New Bank, in accordance with the immediately foregoing parenthetical);]

[(C)] [Funding of outstanding Bid Loans of Cancelled Banks]*

[(D)] [Funding of outstanding Negotiated Rate Loans of Cancelled Banks].*

3.  Representation and Warranty of Borrowers.  The Borrowers hereby represent and warrant that after giving effect to the provisions of paragraph 2 hereof the aggregate principal amount of the Commitments of all Banks (including, without limitation, the Commitment of the New Bank but excluding the cancelled or expired portion of the Commitments of the Cancelled Banks) under the Credit Agreement do not exceed the aggregate principal amount of the Commitments in effect immediately prior to the cancellation referred to in the third recital hereof.

4.  Confidentiality.  The New Bank agrees to [continue to] be bound by the provisions of subsection 10.7 of the Credit Agreement.

[5.  Taxes.  The New Bank (i) represents to the Administrative Agent and the Borrowers that [it is incorporated under the laws of the United States or a state thereof][under applicable law and treaties no taxes will be required to be withheld by the Administrative Agent or the Borrowers with respect to any payments to be made to such New Bank in respect of the Loans], (ii) represents that it has furnished to the Administrative Agent and the Borrowers (A) [a statement that it is incorporated under the laws of the United States or a state thereof][a letter in duplicate in the form of Exhibit [J][K] to the Credit Agreement and two duly completed copies of United States Internal Revenue Service Form [W-8BEN-E] [W-8ECI] [successor applicable form], certifying that such New Bank is entitled to receive payments under the Credit Agreement without deduction or withholding of any United States federal income taxes], and (B) [an Internal Revenue Service Form [W-8BEN-E] [successor applicable form] to establish an

* To be completed upon agreement of Borrowers and New Bank.

L-4

exemption from United States backup withholding tax, and (iii) agrees to provide the Administrative Agent and the Borrowers a new Form [W-8BEN-E] and Form [W-8ECI], or successor applicable form or other manner of certification, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it, certifying in the case of a Form [W-8BEN-E] [W-8ECI] that it is entitled to receive payments under the Credit Agreement without deduction or withholding of any United States federal income tax, and in the case of a Form [W-8BEN-E] establishing exemption from United States backup withholding tax.]*

[5][6].  Miscellaneous.  (a)  This Agreement may be executed by the parties hereto in separate counterparts and all of the counterparts taken together shall constitute one and the same instrument and shall be effective only upon receipt by the Administrative Agent of all of the counterparts.

(b)  This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

* Use for non-Existing Banks.

L-5

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above written.

DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:
[NAME OF NEW BANK]
By:
	Title:
	[Address]
	Telephone:
	Facsimile:
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By:
	Title:

EXHIBIT M

[FORM OF BID LOAN OR NEGOTIATED RATE LOAN NOTE]

PROMISSORY NOTE

$__________	New York, New York
	___________ __, 20__

FOR VALUE RECEIVED, the undersigned, [DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION], a Delaware corporation (the “Borrower”), hereby promises to pay on [insert maturity date or dates] to ________________ or registered assigns (the “Bank”) at the office of [JPMorgan Chase Bank, N.A. located at 383 Madison Avenue, New York, New York 10179 ‑‑ for Bid Loan Note] [Name and address of Bank ‑‑ for Negotiated Rate Loan Note], in lawful money of [the United States of America] and in immediately available funds, the principal sum of ______________[DOLLARS ($____________)].  The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the date hereof [at the rate of ___% per annum ‑‑ for Bid Loan Note] [specify rate for Negotiated Rate Loan Note] (calculated on the basis of a year of 360 days and actual days elapsed) until the due date hereof (whether at the stated maturity, by acceleration, or otherwise) and thereafter at the rates determined or agreed in accordance with subsection 2.2(e) of the $2,500,000,000 2025 Credit Agreement, dated as of March 30, 2020 (the “Credit Agreement”), among the Borrower, [Deere & Company] [John Deere Capital Corporation], John Deere Bank S.A., the Bank, the other financial institutions parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Interest shall be payable on _______________.  This Note may be prepaid pursuant to the provisions of subsection 2.6 of the Credit Agreement.

This Note is one of the [Bid] [Negotiated Rate Loan] Notes referred to in, is subject to and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement.

Terms defined in the Credit Agreement are used herein with their defined meanings unless otherwise defined herein.  This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION]
By:
	Title:

EXHIBIT N

FORM OF

NEW BANK SUPPLEMENT

SUPPLEMENT, dated _______ __, to the $2,500,000,000 2025 Credit Agreement (as in effect on the date hereof, the “Credit Agreement”) dated as of March 30, 2020, among Deere & Company (the “Company”), John Deere Capital Corporation, John Deere Bank S.A., the banks and other financial institutions from time to time party thereto (each a “Bank,” and together, the “Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Banks, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Unless the context otherwise requires, all capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Credit Agreement provides in subsection 2.20 thereof that any bank or financial institution, although not originally a party thereto, may become a party to the Credit Agreement in accordance with the terms thereof by executing and delivering to the Borrowers and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this New Bank Supplement; and

WHEREAS, the undersigned was not an original party to the Credit Agreement but now desires to become a party thereto;

NOW, THEREFORE, the undersigned hereby agrees as follows:

The undersigned agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date this New Bank Supplement is accepted by the Borrowers and the Administrative Agent, become a Bank for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment of $__________________.

The undersigned (a) represents and warrants that it is legally authorized to enter into this New Bank Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this New Bank Supplement; (c) agrees that it has made and will, independently and without reliance upon any Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank including, without limitation, its obligation pursuant to subsection 2.17(c), subsection 2.17(d) and subsection 2.17(e) of the Credit Agreement.

N-2

The undersigned’s address for notices for the purposes of the Credit Agreement is as follows:

Attention:

Fax:

N-3

IN WITNESS WHEREOF, the undersigned has caused this New Bank Supplement to be executed and delivered by a duly authorized officer on the date first above written.

[NAME OF NEW BANK]
By:
	Title:

Accepted this _____ day of
______________, 20__

DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:

Accepted this _____ day of
______________, 20__

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
	Title:

EXHIBIT O

FORM OF

COMMITMENT INCREASE SUPPLEMENT

SUPPLEMENT, dated _______ 20__, to the $2,500,000,000 2025 Credit Agreement (as in effect on the date hereof, the “Credit Agreement”) dated as of March 30, 2020, among Deere & Company (the “Company”), John Deere Capital Corporation, John Deere Bank S.A., the banks and other financial institutions from time to time party thereto (each a “Bank,” and together, the “Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Unless the context otherwise requires, all capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, pursuant to the provisions of subsection 2.20 of the Credit Agreement, the undersigned may increase the amount of its Commitment in accordance with the terms thereof by executing and delivering to the Borrowers and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and

WHEREAS, the undersigned now desires to increase the amount of its Commitment under the Credit Agreement;

NOW THEREFORE, the undersigned hereby agrees as follows:

1.  The undersigned agrees, subject to the terms and conditions of the Credit Agreement, that on the date this Supplement is accepted by the Borrowers and the Administrative Agent it shall have its Commitment increased by $______________, thereby making the amount of its Commitment $______________.

IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

[NAME OF BANK]
By:
	Title:

Accepted this _____ day of
______________, 20__

DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:

Accepted this _____ day of
______________, 20__

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
	Title:

EXHIBIT P-1

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Foreign Banks that Are not Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $2,500,000,000 2025 Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF BANK]
By:
	Name:
	Title:

Date: [  ], 202[_]

EXHIBIT P-2

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Foreign Banks that Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $2,500,000,000 2025 Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Agreement, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF BANK]
By:
	Name:
	Title:

Date: [  ], 202[_]

EXHIBIT P-3

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Non-U.S. Participants that Are not Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $2,500,000,000 2025 Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned's conduct of a U.S. trade or business.

The undersigned has furnished its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank in writing and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: [ ], 202[_]

EXHIBIT P-4

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Non-U.S. Participants that Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $2,500,000,000 2025 Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business.

The undersigned has furnished its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of its partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: [ ], 202[_]

EX-10.3

Exhibit 10.3

EXECUTION VERSION

DEERE & COMPANY

JOHN DEERE CAPITAL CORPORATION

JOHN DEERE BANK S.A.

________________________________________

$3,000,000,000

364-DAY

CREDIT AGREEMENT

Dated as of March 30, 2020

________________________________________

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

CITIBANK, N.A.,

as Documentation Agent

BANK OF AMERICA, N.A.,

as Syndication Agent

________________________________________

JPMORGAN CHASE BANK, N.A and BOFA SECURITIES, INC.,

as Lead Arrangers and Bookrunners

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	23
1.3	Currency Conversion	23
1.4	Interest Rates; LIBOR Notification	23
SECTION 2.	THE COMMITTED RATE LOANS; THE BID LOANS; THE NEGOTIATED RATE LOANS; AMOUNT AND TERMS	24
2.1	The Committed Rate Loans	24
2.2	The Bid Loans; the Negotiated Rate Loans	25
2.3	Loan Accounts	28
2.4	Fees	29
2.5	Termination or Reduction of Commitments; Cancellation of Capital Corporation or JD Luxembourg as Borrower	29
2.6	Prepayments	30
2.7	Minimum Amount of Certain Loans	31
2.8	Committed Rate Loan Interest Rate and Payment Dates	31
2.9	Conversion and Continuation Options	31
2.10	Computation of Interest and Fees	32
2.11	Inability to Determine Interest Rate	32
2.12	Pro Rata Treatment and Payments	34
2.13	Requirements of Law	36
2.14	Indemnity	40
2.15	Non-Receipt of Funds by the Administrative Agent	40
2.16	Extension of Termination Date	41
2.17	Indemnified Taxes	42
2.18	Confirmations	45
2.19	Replacement of Cancelled Banks	45
2.20	Commitment Increases	45
2.21	Pricing Determinations	47
2.22	Markit Data	47
2.23	Defaulting Banks	49
2.24	Judgment Currency	50
2.25	Foreign Currency Exchange Rate	50
2.26	[Reserved].	50
2.27	Capital Corporation Guaranty	50
SECTION 3.	REPRESENTATIONS AND WARRANTIES	52
3.1	Financial Condition	52
3.2	Corporate Existence	52
3.3	Corporate Power; Authorization; Enforceable Obligations	52
3.4	No Legal Bar	53
3.5	No Material Litigation	53
3.6	Taxes	53
3.7	Margin Regulations	53
3.8	Use of Proceeds	53
3.9	Sanctions Laws and Regulations	53

i

3.10	Beneficial Ownership Certification	54
SECTION 4.	CONDITIONS PRECEDENT	54
4.1	Conditions to Initial Loan	54
4.2	Conditions to All Loans	55
SECTION 5.	AFFIRMATIVE COVENANTS	56
5.1	Financial Statements	56
5.2	Certificates; Other Information	56
5.3	Company Indenture Documents	57
5.4	Capital Corporation Indenture Documents	57
5.5	Notice of Default	57
5.6	Ownership of Capital Corporation and JD Luxembourg Stock	57
5.7	Employee Benefit Plans	57
5.8	Compliance	57
SECTION 6.	NEGATIVE COVENANTS OF THE COMPANY	58
6.1	Company May Consolidate, etc., Only on Certain Terms	58
6.2	Limitation on Liens	58
6.3	Limitations on Sale and Lease-back Transactions	61
6.4	Equipment Operations Debt	61
SECTION 7.	NEGATIVE COVENANTS OF THE CAPITAL CORPORATION	61
7.1	Fixed Charges Ratio	62
7.2	Consolidated Senior Debt to Consolidated Capital Base	62
7.3	Limitation on Liens	62
7.4	Consolidation; Merger	63
SECTION 8.	EVENTS OF DEFAULT	63
SECTION 9.	THE AGENTS	65
9.1	Appointment	65
9.2	Delegation of Duties	66
9.3	Exculpatory Provisions	66
9.4	Reliance by Agents	66
9.5	Notice of Default	66
9.6	Non-Reliance on Agents and Other Banks	66
9.7	Indemnification	67
9.8	Agents in their Individual Capacities	67
9.9	Successor Agents	67
SECTION 10.	MISCELLANEOUS	68
10.1	Amendments and Waivers	68
10.2	Notices	68
10.3	No Waiver; Cumulative Remedies	70
10.4	Payment of Expenses	70
10.5	Successors and Assigns; Participations; Purchasing Banks	72
10.6	Adjustments	75
10.7	Confidentiality	76
10.8	Counterparts	76
10.9	GOVERNING LAW	77

ii

10.10	Consent to Jurisdiction and Service of Process	77
10.11	WAIVERS OF JURY TRIAL	77
10.12	USA Patriot Act	77
10.13	No Fiduciary Duty	77
10.14	Headings	78
10.15	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	78
10.16	Bank ERISA Representations	78

SCHEDULES:
Schedule I	Terms of Subordination
Schedule II	Commitments
EXHIBITS:
Exhibit A	Form of Borrowing Notice
Exhibit B	Form of Bid Loan Request
Exhibit C	Form of Bid Loan Offer
Exhibit D	Form of Bid Loan Confirmation
Exhibit E	Form of Assignment and Assumption
Exhibit F	[Reserved]
Exhibit G	Form of Opinion of General Counsel to the Company
Exhibit H	Form of Opinion of Special New York Counsel to the Borrowers
Exhibit I	Form of Extension Request
Exhibit J	Form of Form W-8BEN-E Tax Letter
Exhibit K	Form of Form W-8ECI Tax Letter
Exhibit L	Form of Replacement Bank Agreement
Exhibit M	Form of Promissory Note
Exhibit N	Form of New Bank Supplement
Exhibit O	Form of Commitment Increase Supplement
Exhibit P	Form of Certificate of Non-Bank Status

iii

1

CREDIT AGREEMENT, dated as of March 30, 2020, among (a) DEERE & COMPANY, a Delaware corporation (the “Company”), (b) JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (the “Capital Corporation”), (c) JOHN DEERE BANK S.A., a Luxembourg société anonyme (“JD Luxembourg”), (d) the several financial institutions parties hereto (collectively, the “Banks”, and individually, a “Bank”), (e) JPMORGAN CHASE BANK, N.A., as administrative agent hereunder (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), (f) CITIBANK, N.A., as documentation agent hereunder (in such capacity, the “Documentation Agent”), and (g) BANK OF AMERICA, N.A., as syndication agent hereunder (in such capacity, the “Syndication Agent”).

The parties hereto hereby agree as follows:

SECTION 1.      DEFINITIONS

1.1  Defined Terms.  As used in this Agreement, the following terms have the following meanings:

“ABR”:  at any particular date, the highest of (a) the Prime Rate in effect on such day, (b) 0.5% per annum above the NYFRB Rate and (c) the Eurocurrency Rate for a Eurocurrency Loan denominated in Dollars with one-month Interest Period commencing on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% (provided that, for the avoidance of doubt, such Eurocurrency Rate for any date shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or, if such rate does not appear on the Reuters Screen LIBOR01 Page or otherwise on such system, on any comparable publicly available service for displaying Eurocurrency rates) at approximately 11:00 A.M. London time on such date).  If the ABR is being used as an alternate rate of interest pursuant to subsection 2.11 (for the avoidance of doubt, only until any amendment has become effective pursuant to subsection 2.11), then the ABR shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“ABR Loans”:  Committed Rate Loans at such time as they are made and/or being maintained at a rate of interest based upon the ABR.

“ABR Margin”:  as defined in subsection 2.21.

“Absolute Rate Bid Loan”:  any Bid Loan made pursuant to an Absolute Rate Bid Loan Request.

“Absolute Rate Bid Loan Request”:  any Bid Loan Request requesting the Banks to offer to make Bid Loans at an absolute rate (as opposed to a rate composed of the Applicable Index Rate plus (or minus) a margin).

“Act”:  as defined in subsection 10.12.

“Administrative Agent”:  as defined in the preamble hereto.  It is understood that matters concerning the Foreign Currency Loans will be administered by the Foreign Currency Agent as agent for the Administrative Agent.

“Administrative Questionnaire”:  an Administrative Questionnaire in a form supplied by the Administrative Agent.

2

“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Foreign Currency”: as defined in subsection 2.11(a).

“Agent”:  the Administrative Agent, the Foreign Currency Agent, the Syndication Agent, or the Documentation Agent, as the context shall require; together, the “Agents”.

“Agreement”:  this Credit Agreement, as amended, supplemented or modified from time to time.

“Agreement Currency”:  as defined in subsection 2.24(b).

“Anti-Corruption Laws”:  all laws, rules and regulations of any jurisdiction applicable to the Borrowers and their Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Creditor”:  as defined in subsection 2.24(b).

“Applicable Index Rate”:  in respect of any Bid Loan requested pursuant to an Index Rate Bid Loan Request, the Eurocurrency Rate applicable to the Interest Period for such Bid Loan.

“Applicable Margin”:  for ABR Loans and for Eurocurrency Loans, the applicable ABR Margin or Eurocurrency Margin, in each case as determined in accordance with subsection 2.21.

“Attributable Debt”:  as defined in subsection 6.2(b)(ii).

“Australian Dollars”:  the lawful currency of Australia.

“Available Commitment”:  as to any Bank at any time, an amount equal to the excess, if any, of (a) such Bank’s Commitment then in effect over (b) such Bank’s Committed Rate Loans then outstanding.

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank” and “Banks”:  as defined in the preamble hereto.

“Benchmark Replacement”:  with respect to any Currency, the sum of: (a) the alternate benchmark rate (which, with respect to Dollars, may be a SOFR-Based Rate) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a

3

replacement to the LIBOR Screen Rate for syndicated credit facilities in such Currency and (b) the Benchmark Replacement Adjustment for such Currency; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Adjustment”:  with respect to any Currency, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers for such Currency giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Screen Rate for Loans denominated in such Currency with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Screen Rate with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities in such Currency at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Margin).

“Benchmark Replacement Conforming Changes”:  with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides in its reasonable discretion (in consultation with the Borrowers) may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent determines (in consultation with the Borrowers) is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date”: the earlier to occur of the following events with respect to the LIBOR Screen Rate with respect to any applicable Currency:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOR Screen Rate for such Currency permanently or indefinitely ceases to provide the LIBOR Screen Rate for such Currency; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event”: the occurrence of one or more of the following events with respect to the LIBOR Screen Rate with respect to any applicable Currency:

(1) a public statement or publication of information by or on behalf of the administrator of the LIBOR Screen Rate for such Currency announcing that such administrator has ceased or will cease to provide the LIBOR Screen Rate for such Currency, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Screen Rate for such Currency;

4

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Screen Rate for such Currency, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Screen Rate for such Currency, a resolution authority with jurisdiction over the administrator for the LIBOR Screen Rate for such Currency or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Screen Rate for such Currency, in each case which states that the administrator of the LIBOR Screen Rate for such Currency has ceased or will cease to provide the LIBOR Screen Rate for such Currency permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Screen Rate for such Currency; and/or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Screen Rate for such Currency announcing that the LIBOR Screen Rate for such Currency is no longer representative.

“Benchmark Transition Start Date”:  (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent, the Borrowers or the Majority Banks, as applicable, by notice to the Borrowers, the Administrative Agent (in the case of such notice by the Majority Banks or the Borrowers) and the Banks.

“Benchmark Unavailability Period”: if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBOR Screen Rate with respect to any applicable Currency and solely to the extent that the LIBOR Screen Rate for such Currency has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBOR Screen Rate for such Currency for all purposes hereunder in accordance with subsection 2.11 and (y) ending at the time that a Benchmark Replacement has replaced the LIBOR Screen Rate for such Currency for all purposes hereunder pursuant to subsection 2.11.

“Beneficial Ownership Certification”: a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.

“benefitted Bank”:  as defined in subsection 10.6.

“Bid Loan”:  each loan (other than Negotiated Rate Loans) made pursuant to subsection 2.2; the aggregate amount advanced by a Bid Loan Bank pursuant to subsection 2.2 on each Borrowing Date shall constitute one Bid Loan, or more than one Bid Loan if so specified by the relevant Loan Assignee in its request for promissory notes pursuant to subsection 10.5(c).

“Bid Loan Banks”:  the collective reference to each Bank designated from time to time as a Bid Loan Bank by the Company or the Capital Corporation (for purposes of Bid Loans to such Borrower) by written notice to the Administrative Agent and which has not been removed as a Bid Loan Bank by such Borrower by written notice to the Administrative Agent (each of which notices the Administrative Agent shall transmit to each such affected Bank).

5

“Bid Loan Confirmation”:  each confirmation by the Company or the Capital Corporation of its acceptance of Bid Loan Offers, which Bid Loan Confirmation shall be substantially in the form of Exhibit D and shall be delivered to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission.

“Bid Loan Offer”:  each offer by a Bid Loan Bank to make Bid Loans pursuant to a Bid Loan Request, which Bid Loan Offer shall contain the information specified in Exhibit C and shall be delivered to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission.

“Bid Loan Request”:  each request by the Company or the Capital Corporation for Bid Loan Banks to submit bids to make Bid Loans, which shall contain the information in respect of such requested Bid Loans specified in Exhibit B and shall be delivered to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission.

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”:  the Company, the Capital Corporation or JD Luxembourg; collectively, the “Borrowers”.

“Borrowing Date”:  in respect of any Loan, the date such Loan is made.

“Business Day”:  a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided, that (a) with respect to notices and determinations in connection with, and payments of principal and interest on, Eurocurrency Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurocurrency market in London, (b) when used in connection with a Foreign Currency Loan, the term “Business Day” shall also exclude any day on which commercial banks in London are authorized or required by law to close and any day on which banks are authorized or required by law to be closed in the principal financial center for that currency and (c) when used in connection with Eurocurrency Loans denominated in Euros, the term “Business Day” shall also exclude any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (TARGET) (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Foreign Currency Agent to be a suitable replacement) is not open for settlement of payment in Euros.

“Calculation Date”:  with respect to each Foreign Currency, the last day of each calendar quarter (or, if such day is not a Business Day, the next succeeding Business Day) and such other days from time to time as the Administrative Agent shall reasonably designate as a “Calculation Date”; provided, that the second Business Day preceding each Borrowing Date with respect to, and preceding each date of any borrowing, conversion or continuation of, any Foreign Currency Loan shall also be a “Calculation Date” with respect to the relevant Foreign Currency.

“Calendar Quarter”:  a three-month period consisting of (i) each January, February and March, (ii) each April, May and June, (iii) each July, August and September or (iv) each October, November and December.

“Canadian Dollars”: the lawful currency of Canada.

“Cancelled Bank”:  (i) any Bank that has the whole or any part of its Commitment cancelled under subsection 2.13(a), (b) or (c), subsection 2.16(c) or subsection 2.17(b) or the

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Commitment of which has expired under subsection 2.16(a) and (ii) any Defaulting Bank that the Company designates in writing to such Bank and the Administrative Agent as a Cancelled Bank.

“Capital Corporation”:  as defined in the preamble hereto.

“Certificate of Non-Bank Status”:  a certificate substantially in the form and substance of Exhibit P.

“Closing Date”:  the date on which each of the conditions precedent specified in subsection 4.1 shall have been satisfied (or compliance therewith shall have been waived by the Majority Banks hereunder).

“Code”:  the Internal Revenue Code of 1986, as amended from time to time.

“Code of Conduct”:  as defined in subsection 3.9.

“Commitment”:  as to any Bank, the amount set opposite such Bank’s name on Schedule II or in any assignment pursuant to which such Bank becomes a party hereto with respect to any interest purchased therein, as such amount may be modified as provided herein; collectively, as to all Banks, the “Commitments”.

“Commitment Expiration Date”: as defined in subsection 2.16(a).

“Commitment Fee Rate”:  0.040% per annum.

“Commitment Increase Notice”:  as defined in subsection 2.20(a).

“Commitment Increase Supplement”:  as defined in subsection 2.20(c).

“Commitment Percentage”:  as to any Bank at any time, the percentage which such Bank’s Commitment at such time constitutes of all the Commitments at such time or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Bank’s Loans then outstanding constitutes of the aggregate principal amount of all Loans then outstanding; collectively, as to all the Banks, the “Commitment Percentages”; provided that when a Defaulting Bank shall exist, “Commitment Percentage” shall mean, when appropriate as determined by the Administrative Agent in order to provide ratable treatment at any time a Defaulting Bank exists (and without increasing the Commitment of any Bank), the percentage of the total Commitments (disregarding any Defaulting Bank’s Commitment) represented by such Bank’s Commitment.

“Commitment Period”:  as to any Bank at any time, the period from and including the Closing Date to but not including the Termination Date of such Bank or such earlier date on which the Commitments shall terminate as provided herein.

“Committed Rate Loans”:  each loan made pursuant to subsection 2.1.

“Commonly Controlled Entity”:  in relation to a Borrower, an entity, whether or not incorporated, which is under common control with such Borrower within the meaning of Section 414(b) or (c) of the Code.

“Company”:  as defined in the preamble hereto.

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“Compounded SOFR”:  the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with:

(1)  the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:

(2)  if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;

provided,  further, that if the Administrative Agent decides in its reasonable discretion that any such rate, methodology or convention determined in accordance with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement.”

“Consolidated Capital Base”:  at a particular time for the Capital Corporation and its consolidated Subsidiaries, the sum of (a) the amount shown opposite the item “Total Stockholders’ Equity” on the consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries plus (b) all indebtedness of the Capital Corporation and its consolidated Subsidiaries for borrowed money subordinated (on terms no less favorable to the Administrative Agent and the Banks than the terms of subordination set forth on Schedule I) to the indebtedness which may be incurred hereunder by the Capital Corporation, provided that the sum of clauses (a) and (b) hereof as at the end of a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries as at the end of such fiscal quarter and after such adjustments, if any, as may be required so that the sum of the amounts referred to in clauses (a) and (b) is determined in accordance with GAAP.  Notwithstanding the foregoing, for purposes of determining compliance with subsection 7.2, adjustments resulting from any accumulated other comprehensive income as reflected on the most recent publicly available consolidated balance sheet of the Capital Corporation and its consolidated Subsidiaries as at the end of any fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be deemed not to be included in Consolidated Capital Base.

“Consolidated Net Worth”:  as defined in subsection 6.2(b)(ii).

“Consolidated Senior Debt”:  at a particular time for the Capital Corporation and its consolidated Subsidiaries, indebtedness for borrowed money other than any indebtedness for borrowed money that is subordinated, on terms no less favorable to the Administrative Agent and the Banks than the terms of subordination set forth on Schedule I, to the indebtedness which may be incurred hereunder by the Capital Corporation, provided that the amount of such indebtedness for borrowed money (other than such subordinated indebtedness) as at the end of a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available consolidated balance

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sheet of the Capital Corporation and its consolidated Subsidiaries as at the end of such fiscal quarter and after such adjustments, if any, as may be required so that such amount is determined in accordance with GAAP.  Notwithstanding the foregoing, for purposes of determining compliance with subsection 7.2, indebtedness for borrowed money in respect of any Securitization Indebtedness shall be deemed not included in Consolidated Senior Debt.

“Contractual Obligation”:  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.

“Corresponding Tenor”: with respect to a Benchmark Replacement in respect of Dollars means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the Eurocurrency Rate for Loans denominated in Dollars.

“Credit Default Swap Spread”:  as defined in subsection 2.21.

“Credit Rating”:  (a) as to any Person, the rating assigned to the relevant long term senior unsecured (and non-credit enhanced) Debt obligations of such Person by Moody’s or S&P and (b) if no rating for such Debt described in clause (a) is available, the corporate credit rating of such Person as announced by Moody’s or S&P.

“Currency”: any Dollars and any Foreign Currency.

“Data Provider”:  as defined in subsection 2.22(b).

“Deal Year”:  as defined in subsection 2.16(c).

“Debt”:  as defined in subsection 6.2.

“Default”:  any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

“Defaulting Bank”:  any Bank that has (a) failed to fund any portion of its Loans within two Business Days of the date required to be funded by it hereunder, unless such Bank has notified the Administrative Agent and the Borrower that such failure is the result of such Bank’s good faith determination that one or more conditions precedent to funding has not been satisfied; (b) notified the Company, the Administrative Agent, any Bank in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit; (c) failed, within three Business Days after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans; provided that such Bank shall cease to be a Defaulting Bank pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower; (d) otherwise failed to pay over to the Administrative Agent or any other Bank any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute; or (e) (i) become or is insolvent or has a parent company that has become or is insolvent; (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver,

9

conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) become or has a parent company that has become the subject of a Bail-In Action; provided that a Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Bank with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Bank (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Bank.  If any Bank shall become a Defaulting Bank, the Company shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving written notice to the Administrative Agent and such Bank in accordance with subsection 2.6, notwithstanding subsection 2.12(b), to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable to such Bank pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee or other amount payable to such Bank hereunder and/or, upon giving not less than three Business Days’ notice to such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank.

“Designated Person”:  a Person

(i) listed in the annex to, or otherwise the subject of the provisions of, any Executive Order;

(ii) 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

(iii) in which an SDN has a controlling interest of 50% or greater ownership interest.

“Designated User”:  a Person designated as such by a Bank, the Company or the Administrative Agent.

“Determination Date”:  at any time (a) for any Eurocurrency Loan (i) the date three Business Days before the commencement of the Interest Period applicable to such Loan and (ii) in the case of an Interest Period of more than three months duration, the date that is three Business Days before the last Business Day of each successive three-month period during such Interest Period, and (b) for any ABR Loan (i) initially, the Closing Date and (ii) from and after the end of the Calendar Quarter during which the Closing Date occurs, the first Business Day of the Calendar Quarter in effect at such time.

“Dividing Person”: as defined in the definition of Division.

“Division”: the statutory division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement) pursuant to Section 18-217 of the Delaware Limited Liability Company Act, which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor”: any person that, upon the consummation of a Division of a Dividing Person, holds all or substantially all of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division.

“Documentation Agent”:  as defined in the preamble hereto.

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“Dollar Equivalent”:  at any time as to any amount denominated in a Foreign Currency, the equivalent amount in Dollars as reasonably determined by the Administrative Agent at such time on the basis of the Exchange Rate for the purchase of Dollars with such Foreign Currency on the most recent Calculation Date for such Foreign Currency.

“Dollar Loan”: any Committed Rate Loan denominated in Dollars.

“Dollars” and “$”:  dollars in lawful currency of the United States of America.

“Domestic Bank”:  any Bank organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Early Opt-in Election”: the occurrence, with respect to any applicable Currency, of:

(1) (i) a determination by the Administrative Agent or the Borrowers (as notified to the Administrative Agent) or (ii) a notification by the Majority Banks to the Administrative Agent (with a copy to the Borrowers) that the Majority Banks have determined that syndicated credit facilities in such Currency being executed at such time, or that include language similar to that contained in subsection 2.11 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Screen Rate for Loans denominated in such Currency, and

(2) (i) the election by the Administrative Agent or the Borrowers or (ii) the election by the Majority Banks to declare that an Early Opt-in Election with respect to such Currency has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrowers and the Majority Banks or by the Borrowers of written notice of such election to the Administrative Agent or by the Majority Banks of written notice of such election to the Administrative Agent.

“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”: any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EMU”:  the Economic and Monetary Union as contemplated in the Treaty.

“Equipment Operations”:  those business segments of the Company and its consolidated Subsidiaries that are primarily engaged in the manufacture and distribution of equipment, parts and related attachments.

“Equipment Operations Debt”:  at a particular time, the sum of short-term and long-term indebtedness for borrowed money that is or would be shown on a balance sheet of Equipment Operations (with Financial Services reflected only on an equity basis), which balance sheet was or would be prepared

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on the basis of the most recent publicly available consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of any fiscal quarter of the Company and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Company and its consolidated Subsidiaries).

“ERISA”:  the Employee Retirement Income Security Act of 1974, as amended from time to time.

“EU Bail-In Legislation Schedule”: The EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro”:  the single currency of Participating Member States of the EMU introduced in accordance with the provisions of Article 123 of the Treaty and, in respect of all payments to be made under this Agreement in Euro, means immediately available, freely transferable funds in such currency.

“Eurocurrency Loans”:  Committed Rate Loans at such time as they are made and/or being maintained at a rate of interest based upon a Eurocurrency Rate.

“Eurocurrency Margin”:  as defined in subsection 2.21.

“Eurocurrency Rate”:  (a) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan and for each Index Rate Bid Loan, denominated in Dollars or any relevant Foreign Currency, other than Canadian Dollars, Australian Dollars, New Zealand Dollars and Euros, the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such Currency for a tenor equal in length to such Interest Period as displayed on page LIBOR01 or LIBOR02 of the Reuters Screen (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in consultation with the Borrowers; in each case, the “LIBOR Screen Rate”) at approximately 11:00 A.M., Local Time, two Business Days prior to the beginning of such Interest Period (or, in the case of any Eurocurrency Loan denominated in Pounds Sterling, on the first day of such Interest Period); provided that, if the LIBOR Screen Rate shall not be available at such time for such Interest Period (a “LIBOR Impacted Interest Period”) with respect to the relevant Currency, then the Eurocurrency Rate shall be the LIBOR Interpolated Rate at such time.  “LIBOR Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which that LIBOR Screen Rate is available in the relevant Currency) that is shorter than the LIBOR Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which that LIBOR Screen Rate is available for the relevant Currency) that exceeds the LIBOR Impacted Interest Period, in each case, at such time.

(b) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in Canadian Dollars, the rate per annum equal to the average rate for bankers acceptances as administered by Thomson Reuters Benchmark Services Limited (or any other Person that takes over the administration of such rate) for a tenor equal in length to such Interest Period as displayed on page CDOR of the Reuters Screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the “CDOR Screen Rate”) at approximately 11:00 A.M., Local Time, on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the

12

Administrative Agent); provided, that, if the CDOR Screen Rate shall not be available at such time for such Interest Period (a “CDOR Impacted Interest Period”) with respect to Canadian Dollars, then the Eurocurrency Rate for Canadian Dollars shall be the CDOR Interpolated Rate at such time.  “CDOR Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent to be equal to the rate that results from interpolating on a linear basis between: (a) the CDOR Screen Rate for the longest period (for which that CDOR Screen Rate is available in Canadian Dollars) that is shorter than the CDOR Impacted Interest Period and (b) the CDOR Screen Rate for the shortest period (for which that CDOR Screen Rate is available for Canadian Dollars) that exceeds the CDOR Impacted Interest Period, in each case, at such time.

(c) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in Australian Dollars, the rate per annum equal to the average bid reference rate as administered by the Australian Financial Markets Association (or any other Person that takes over the administration of that rate) for Australian Dollar bills of exchange with a tenor equal in length to such Interest Period (or as close to such Interest Period as possible), displayed on page BBSY of the Reuters Screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the “BBSY Screen Rate”) at approximately 11:00 A.M., Local Time, two Business Days prior to the beginning of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent); provided, that, if the BBSY Screen Rate shall not be available at such time for such Interest Period, the Administrative Agent may substitute for such rate with an alternative published interest rate reasonably acceptable to the applicable Borrower (or other rate basis agreed by the applicable Borrower and the Administrative Agent, including interpolation in a manner consistent with paragraphs (a) and (b) above).

(d) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in New Zealand Dollars, the rate per annum equal to the average bid reference rate as administered by the New Zealand Financial Markets Association (or any other Person that takes over the administration of that rate) for New Zealand Dollar bills of exchange with a tenor equal in length to such Interest Period (or as close to such Interest Period as possible), displayed on page BKBM of the Reuters Screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the “BKBM Screen Rate”) at approximately 11:00 A.M., Local Time, on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent); provided, that, if the BKBM Screen Rate shall not be available at such time for such Interest Period, the Administrative Agent may substitute such rate with an alternative published interest rate reasonably acceptable to the applicable Borrower (or other rate basis agreed by the applicable Borrower and the Administrative Agent, including interpolation in a manner consistent with paragraphs (a) and (b) above).

(e) with respect to each day during each Interest Period pertaining to a Eurocurrency Loan denominated in Euros, the rate per annum equal to the interbank offered rate administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a tenor equal in length to such Interest Period as displayed on page on Reuters Page EURIBOR01 (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that displays such rate, or other appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in consultation with the Borrowers; in each case, the a “EURIBOR Screen Rate”) at approximately 11:00 a.m., Local

13

Time, two Business Days prior to the beginning of such Interest Period; provided, that, if the EURIBOR Screen Rate shall not be available at such time for such Interest Period, the Administrative Agent may substitute such rate with an alternative published interest rate reasonably acceptable to the applicable Borrower (or other rate basis agreed by the applicable Borrower and the Administrative Agent, including interpolation in a manner consistent with paragraphs (a) and (b) above).

Notwithstanding the above, in no event shall the Eurocurrency Rate be less than zero.

“Event of Default”:  any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

“Exchange Rate”:  on any day, the rate at which the starting Currency may be exchanged into the other relevant Currency, as set forth at approximately 10:00 A.M., Local Time, on such date on the Reuters World Spots page for such starting Currency.  In the event that such rate does not appear on any Reuters World Spots page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates reasonably selected by the Administrative Agent.

“Exposure”:  (a) with respect to an Objecting Bank at any time, the aggregate amount of such Bank’s Loans then outstanding and (b) with respect to any other Bank at any time, the Commitment of such Bank then in effect or, if the Commitments have been terminated, the amount of such Bank’s Loans then outstanding.

“Extension Request”:  each request by the Borrowers made pursuant to subsection 2.16 for the Banks to extend this Agreement, which shall contain the information in respect of such extension specified in Exhibit I and shall be delivered to the Administrative Agent in writing.

“FATCA”:  Sections 1471 through 1474 of the Code (and any comparable successor provisions), any effective regulations published thereunder or official interpretations thereof issued by any Governmental Authority charged with the administration thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreements with respect thereto, and any treaty, law, regulations, or other official guidance enacted in any other jurisdiction relating to such intergovernmental agreement.

“Federal Funds Effective Rate”: on any particular date, the rate set forth for such date or, if such date is not a Business Day, the next preceding Business Day, opposite the caption “Federal Funds (Effective)” in the weekly statistical release designated as “H.15(519)” (or any successor publication) published by the Board or, if such rate is not so published for such date, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds dealers of recognized standing selected by it; provided that in no event shall the Federal Funds Effective Rate be less than zero.

“Federal Reserve Bank of New York’s Website”: the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Federal Reserve Board”: the Board of Governors of the Federal Reserve System of the United States of America.

“Financial Services”:  the businesses of the Company (including the credit businesses) that are not primarily engaged in Equipment Operations.

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“Fixed Charges”:  for any particular period for the Capital Corporation and its consolidated Subsidiaries, all of the Capital Corporation’s and its consolidated Subsidiaries’ consolidated interest on indebtedness for borrowed money, amortization of discounts of indebtedness for borrowed money, the portion of rentals under financing leases deemed to represent interest and rentals under operating leases; provided, that, notwithstanding the foregoing, consolidated interest on Securitization Indebtedness and amortization of Securitization Indebtedness shall be deemed not included in Fixed Charges; provided,  further, that such amounts (but not any amounts constituting consolidated interest on, or amortization of, Securitization Indebtedness) for a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available consolidated statement of income of the Capital Corporation and its consolidated Subsidiaries for or covering such fiscal quarter and after such adjustments, if any, as may be required so that such amounts are determined in accordance with GAAP.

“Foreign Bank”:  any Bank that is not a Domestic Bank.

“Foreign Currency”:  Euros, Pounds Sterling, Australian Dollars, Canadian Dollars, New Zealand Dollars and, as agreed by the Administrative Agent, any other Currency which is freely traded and convertible into Dollars in the London interbank market and for which the Dollar Equivalent thereof can be calculated from time to time.

“Foreign Currency Agent”:  J.P. Morgan Europe Limited, or any successor appointed pursuant to this Agreement.

“Foreign Currency Loan”:  each Loan denominated in a Foreign Currency.

“GAAP”:  generally accepted accounting principles in the United States of America as applied in the preparation of financial statements of the Company or the Capital Corporation, respectively, as of the fiscal year ended November 3, 2019, except with respect to capital lease obligations, in which case the generally accepted accounting principles in the United States of America as applied in the preparation of financial statements of the Company or the Capital Corporation, respectively, as of January 1, 2015 shall apply.

“Governmental Authority”:  any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Hedging Transaction”:  any swap transaction, interest rate protection agreement (including any interest rate swap, interest “cap” or “collar” or any other interest rate hedging device entered into by the Capital Corporation or one or more of its Subsidiaries), option agreement, short or long position in equity or debt instruments, commodities, futures and forward transactions, outperformance agreement or other similar transaction, agreement or arrangement entered into by the Capital Corporation or one or more of its Subsidiaries.

“IBA”: has the meaning assigned to such term in subsection 1.4.

“Important Property”:  (a) any manufacturing plant, including land, all buildings and other improvements thereon, and all manufacturing machinery and equipment located therein, owned and used by the Company or a Restricted Subsidiary primarily for the manufacture of products to be sold by the Company or such Restricted Subsidiary, (b) the executive office and administrative building of the Company in Moline, Illinois, and (c) research and development facilities, including land and buildings

15

and other improvements thereon and research and development machinery and equipment located therein, in each case, owned and used by the Company or a Restricted Subsidiary; except in any case property of which the aggregate fair value as determined by the Board of Directors of the Company does not at the time exceed 1% of Consolidated Net Worth.

“Increasing Bank”:  as defined in subsection 2.20(c).

“Indemnified Person”:  as defined in subsection 10.4(b).

“Indemnified Taxes”:  as defined in subsection 2.17(a).

“Index Debt”:  any senior, unsecured, non-credit enhanced long-term debt issued by the Company.

“Index Rate Bid Loan”:  any Bid Loan made at an interest rate based upon the Applicable Index Rate.

“Index Rate Bid Loan Request”:  any Bid Loan Request requesting the Banks to offer to make Index Rate Bid Loans at an interest rate equal to the Applicable Index Rate plus (or minus) a margin.

“Interest Payment Date”:  (a) as to any ABR Loan, the last Business Day of each March, June, September and December, commencing on the first of such days to occur after such ABR Loan is made or a Eurocurrency Loan is converted to an ABR Loan, (b) as to any Eurocurrency Loan, the last day of each Interest Period applicable thereto, provided that as to any Eurocurrency Loan in respect of which a Borrower has selected an Interest Period of greater than three months, interest shall also be paid on the day which is three months after the beginning of such Interest Period and (c) the Termination Date.

“Interest Period”:  (a) with respect to any Eurocurrency Loan, the period commencing on the Borrowing Date, the date any ABR Loan is converted to a Eurocurrency Loan or the date any Eurocurrency Loan is continued as a Eurocurrency Loan, as the case may be, with respect to such Eurocurrency Loan and ending one, two, three or six months thereafter in the case of any Eurocurrency Loan denominated in any Currency other than Canadian Dollars (or, with the consent of all relevant Banks, twelve months thereafter, or a period of less than one month thereafter if all relevant Banks consent to such period), or thirty, sixty, or ninety days thereafter in the case of any Eurocurrency Loan denominated in Canadian Dollars, as selected by a Borrower in its notice of borrowing, conversion or continuance as provided in subsection 2.1(c) or 2.9;

(b) with respect to any Bid Loan, the period commencing on the Borrowing Date with respect to such Bid Loan and ending on the date not less than seven days nor more than six months thereafter, as specified by a Borrower in its Bid Loan Request as provided in subsection 2.2(b); and

(c) with respect to any Negotiated Rate Loan, the period or periods commencing on the Borrowing Date with respect to such Negotiated Rate Loan or the last day of any Interest Period with respect thereto and ending on the dates as shall be mutually agreed upon between the relevant Borrower and the relevant Bank;

provided, that all of the foregoing provisions relating to Interest Periods are subject to the following:

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(i)      if any Interest Period pertaining to a Eurocurrency Loan or an Index Rate Bid Loan would otherwise end on a day which is not a Working Day, that Interest Period shall be extended to the next succeeding Working Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Working Day;

(ii)     if any Interest Period pertaining to a Negotiated Rate Loan or an Absolute Rate Bid Loan would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day;

(iii)    any Interest Period pertaining to a Eurocurrency Loan having an Interest Period of one, two, three or six months or an Index Rate Bid Loan having an Interest Period of one, two, three, four, five or six months, that begins on the last Working Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Working Day of a calendar month;

(iv)     Interest Periods shall be deemed available only if the Required Banks shall not have advised the Administrative Agent that the Eurocurrency Rate determined by the Administrative Agent on the basis of the applicable quotes will not adequately and fairly reflect the cost to such Banks of maintaining or funding their Committed Rate Loans bearing interest based on the Eurocurrency Rate determined for such Interest Period.  The Administrative Agent shall notify the Borrowers and each Bank promptly after having been advised by the Required Banks that a Eurocurrency Rate will not so adequately and fairly reflect such Banks’ costs as aforesaid.  If a requested Interest Period shall be unavailable in accordance with the foregoing sentence, the proposed Borrower may (A) in accordance with the provisions (including any requirements for notification) of subsection 2.1 request, at its option, that the requested Committed Rate Loans denominated in Dollars be made or maintained as ABR Loans or (B) withdraw the request for such Committed Rate Loans for which the Interest Period was unavailable by giving notice of such election to the Administrative Agent in accordance with subsection 2.11; provided, that if the Administrative Agent does not receive any notice hereunder with respect to requested Committed Rate Loans denominated in Dollars, such Borrower shall be deemed to have requested ABR Loans;

(v)      with respect to Loans made by an Objecting Bank, no Interest Periods with respect to such Loans shall end after such Objecting Bank’s Commitment Expiration Date; and

(vi)      no Interest Period shall end after the Termination Date.

“JD Luxembourg”:  as defined in the preamble hereto.

“JPMorgan Chase Bank, N.A.”:  JPMorgan Chase Bank, N.A., a national association.

“Judgment Currency”:  as defined in subsection 2.24.

“LIBOR Screen Rate”: as defined in the definition of Eurocurrency Rate.

 “Loan Account”:  as defined in subsection 2.3; collectively, the “Loan Accounts”.

“Loan Assignees”:  as defined in subsection 10.5(c).

“Loan Assignment”:  an Assignment and Assumption, substantially in the form of Exhibit E.

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“Loan Documents”: this Agreement, including schedules and exhibits hereto, and the Notes.

“Loans”:  the collective reference to the Committed Rate Loans, the Bid Loans and the Negotiated Rate Loans.

“Local Time”: (a) in the case of Foreign Currency Loans denominated in Canadian Dollars, Toronto, Ontario time, (b) in the case of Foreign Currency Loans denominated in Australian Dollars, Sydney, Australia time, (c) in the case of Foreign Currency Loans denominated in New Zealand Dollars, Wellington, New Zealand time, (d) in the case of Foreign Currency Loans denominated in Euros, Brussels time, (e) in the case of all other Foreign Currency Loans, London time and (f) in all other cases, New York time.

“Losses”:  as defined in subsection 10.4(b).

“Luxembourg Obligations”:  the collective reference to the unpaid principal of and interest on the Loans made to JD Luxembourg and all other obligations and liabilities of JD Luxembourg (including, without limitation, interest accruing at the then applicable rate provided herein after the maturity of such Loans and interest accruing at the then applicable rate provided herein after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to JD Luxembourg, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Bank, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Banks that are required to be paid by JD Luxembourg pursuant to the terms of any of the foregoing agreements).

“Majority Banks”: at any particular time, Banks having Commitment Percentages aggregating more than fifty percent; provided that (a) at any time after the termination of all the Commitments, “Majority Banks” shall mean Banks holding Loans aggregating more than fifty percent in principal amount of all outstanding Loans and (b) at any time after the Commitment Expiration Date with respect to any Objecting Bank (but prior to the termination of all the Commitments), “Majority Banks” shall mean Banks whose Exposure aggregates more than fifty percent of the aggregate Exposure of all the Banks.

“Margin Stock”:  as defined in Regulation U of the Board.

“Markit”:  Markit Group Limited or any successor thereto.

“Markit Data”:  as defined in subsection 2.22(a).

“Moody’s”:  Moody’s Investor Service, Inc.

“Mortgage”:  as defined in subsection 6.2.

“Negotiated Rate Loan”:  each Loan made to the Company or the Capital Corporation by a Bank pursuant to a Negotiated Rate Loan Request in such principal amount, for such number of Interest Periods (subject to the proviso to the definition of “Interest Period” in this subsection 1.1) and having

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such interest rate(s) and repayment terms as shall, in each case, be mutually agreed upon between such Borrower and such Bank.

“Negotiated Rate Loan Request”:  each request by the Company or the Capital Corporation for a Bank to make Negotiated Rate Loans, which shall be delivered to such Bank in writing, by facsimile transmission, or by telephone, immediately confirmed in writing, and which shall specify the amount to be borrowed and the proposed Borrowing Date.

“Negotiation Period”:  as defined in subsection 2.21.

“Net Earnings Available for Fixed Charges”:  for any particular period for the Capital Corporation and its consolidated Subsidiaries, the sum of (i) consolidated net earnings of the Capital Corporation and such Subsidiaries for such period without deduction of Fixed Charges and without deduction of federal, state or other income taxes, provided that such net earnings for a fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of a fiscal year of the Capital Corporation and its consolidated Subsidiaries) shall be determined by reference to the publicly available statement of income of the Capital Corporation and its consolidated Subsidiaries for or covering such fiscal quarter and after such adjustments, if any, as may be required so that such net earnings are determined in accordance with GAAP, except that earned investment tax credits may be included as revenue in the consolidated income statement of the Capital Corporation and its consolidated Subsidiaries, rather than as an offset against the provision for income taxes and (ii) Support Payments received by the Capital Corporation in or in respect of such period.

“New Bank”:  as defined in subsection 2.20(b).

“New Bank Supplement”:  as defined in subsection 2.20(b).

“New Zealand Dollars”: the lawful currency of New Zealand.

 “Non-Qualifying Bank”: as defined in subsection 2.17(e).

“Notes”:  the collective reference to any promissory note evidencing Loans.

“NYFRB”: the Federal Reserve Bank of New York.

“NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided,  further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Objecting Banks”: as defined in subsection 2.16(a).

“Offered Increase Amount”:  as defined in subsection 2.20(a).

“Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website

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from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Overnight Rate”: for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Effective Rate, and (b) with respect to any amount denominated in a Foreign Currency, at a rate reasonably determined by the Administrative Agent to be the cost to it of funding such amounts.

“Participant Register”:  as defined in subsection 10.5(b).

“Participants”:  as defined in subsection 10.5(b).

“Participating Member State”:  any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Person”:  an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature, provided that for purposes of subsection 8(h), Person shall also include two or more entities acting as a syndicate or any other group for the purpose of acquiring, holding or disposing of securities of the Company.

“Plan”:  any pension plan which is covered by Title IV of ERISA and in respect of which either Borrower or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA.

“Pounds” or “£” or “Pounds Sterling”: the lawful currency of the United Kingdom.

“Prime Rate”: the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Purchasing Banks”:  as defined in subsection 10.5(d).

“Re-Allocation Date”:  as defined in subsection 2.20(e).

“Register”:  as defined in subsection 10.5(e).

“Relevant Governmental Body”: the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Report Period”:  as defined in subsection 2.18.

“Reportable Event”:  any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder.

“Required Banks”:  at a particular time, Banks having Commitment Percentages aggregating at least 66-2/3%; provided that (a) at any time after the termination of all the Commitments,

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“Required Banks” means Banks holding Loans aggregating at least 66-2/3% in principal amount of all outstanding Loans and (b) at any time after the Commitment Expiration Date with respect to any Objecting Bank (but prior to the termination of all the Commitments), “Required Banks” means Banks whose Exposure aggregates at least 66-2/3% of the aggregate Exposure of all the Banks.

“Requirement of Law”:  as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves”:  as defined in subsection 2.13(c).

“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer”:  of a Borrower, the Chairman, the President, any Executive, Senior or other Vice President, the Treasurer, any Assistant Secretary and any Assistant Treasurer of such Borrower.

“Restricted Margin Stock”:  any Margin Stock, the sale, pledge or other disposition of which by the Company or any of its Subsidiaries is in any way restricted by an arrangement with any Bank or any affiliate thereof to the extent that the value thereof (determined in accordance with Regulation U of the Board) does not exceed 25% of the value (determined in accordance with such Regulation U) of all the assets subject to such restriction.

“Restricted Subsidiary”:  any Subsidiary of the Company incorporated in the United States of America or Canada (a) which is engaged in, or whose principal assets consist of property used by the Company or any Restricted Subsidiary in, the manufacture of products within the United States of America or Canada or in the sale of products principally to customers located in the United States of America or Canada except any corporation which is a retail dealer in which the Company has, directly or indirectly, an investment, or (b) which the Company shall designate as a Restricted Subsidiary in an officers’ certificate signed by two Responsible Officers of the Company and delivered to the Administrative Agent.

“S&P”:  Standard and Poor’s Financial Services LLC.

“Sale and Lease-back Transaction”:  as defined in subsection 6.3.

“Sanctions Laws and Regulations” means:

(i) 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 Directorate of Defense Trade Controls or the U.S. Department of Commerce Bureau of Industry and Security; and

(ii) any sanctions measures imposed by the United Nations Security Council, the European Union or the United Kingdom.

“Screen Rate”: the LIBOR Screen Rate, the CDOR Screen Rate, the EURIBOR Screen Rate, the BBSY Screen Rate and/or the BKBM Screen Rate, as applicable.

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“Securitization Indebtedness”:  the aggregate outstanding indebtedness for borrowed money, owner trust certificates (however classified) or credit enhancements incurred in connection with transactions involving (i) the sale, transfer or other disposition of receivables or leases (retail or wholesale) by the Capital Corporation or any of its Subsidiaries and (ii) the issuance of commercial paper, medium term notes or any other form of financing by any structured bankruptcy-remote Subsidiary of the Capital Corporation or any related conduit lender (such transactions, “Securitizations”), provided, that the aggregate outstanding credit enhancements in the form of cash or letter(s) of credit provided by the Capital Corporation or any of its Subsidiaries (other than any structured bankruptcy-remote Subsidiary) in excess of 10% of the aggregate outstanding indebtedness for borrowed money and owner trust certificates (however classified) incurred in connection with such Securitizations shall not be deemed for the purposes of this Agreement to be Securitization Indebtedness, but shall be deemed for purposes of subsection 7.2 to be Consolidated Senior Debt.

“Significant Subsidiary”:  of a Borrower, any Subsidiary of such Borrower the assets, revenues or net worth of which is, at the time of determination, equal to or greater than ten percent of the assets, revenues or net worth, respectively, of such Borrower at such time.

“SOFR”: with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“SOFR-Based Rate”: SOFR, Compounded SOFR or Term SOFR.

“Subsidiary”:  of a Person, a corporation or other entity of which securities or other ownership interests having ordinary voting power (other than securities or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person or one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person.

“Support Payments”:  payments from the Company to the Capital Corporation made pursuant to that certain Support Agreement, dated as October 15, 1996, by and between the Company and the Capital Corporation, as amended by the First Amended Agreement, dated as of November 1, 2003, between the Company and the Capital Corporation.

“Syndication Agent”:  as defined in the preamble hereto.

“Termination Date”: the date which is 364 days after the Closing Date or such later date as shall be determined pursuant to the provisions of subsection 2.16 with respect to non-Objecting Banks.

“Term Out Option”:  as defined in subsection 2.1(d).

“Term SOFR”: the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Total Commitments”: at any time, the aggregate amount of the Commitments then in effect.

“Total Stockholders’ Equity”:  at a particular time, the total stockholders’ equity, exclusive of adjustments resulting from any accumulated other comprehensive income of the Company

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and its consolidated Subsidiaries as at the end of any fiscal quarter (including the last quarter of any fiscal year) as determined in accordance with GAAP.

“Transferees”:  as defined in subsection 10.5(g).

“Transfer Effective Date”:  the effective date of an assignment of Loans or Commitments under a Loan Assignment.

“Treaty”:  the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1987, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice Treaty (which was signed on February 26, 2001), each as amended from time to time and as referred to in legislative measures of the European Union for the introduction of, changeover to or operating of the Euro in one or more member states.

“Type”:  as to any Committed Rate Loan, its nature as an ABR Loan or Eurocurrency Loan.

“UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement”: with respect to any Currency, the Benchmark Replacement for such Currency excluding the Benchmark Replacement Adjustment for such Currency; provided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Withholding Agent”:  any Borrower or the Administrative Agent, as the case may be.

“Working Day”:  any Business Day on which dealings in foreign currencies and exchange between banks may be carried on in London, England and New York, New York.

“Write-Down and Conversion Powers”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,  any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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1.2  Other Definitional Provisions.  (a)  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

(b)  As used herein and in any certificate or other document made or delivered pursuant hereto, accounting terms relating to any Borrower and its Subsidiaries not defined in subsection 1.1, and accounting terms partly defined in subsection 1.1 to the extent not defined, shall have the respective meanings given to them under GAAP.

(c)  The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the relevant Borrower.

1.3  Currency Conversion.

(a)  If more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then (i) any reference in the Agreement to, and any obligations arising under the Agreement in, the general currency of that country (as opposed to a reference to a specific country) shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent (with the Borrowers’ consent, which shall not unreasonably be withheld) and (ii) any such translation from one currency or currency unit to another of any country shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down, as applicable, at least to the fifth decimal place.

(b)  If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines (with the Borrowers’ consent, which shall not unreasonably be withheld) such amendment to be necessary to reflect the change in currency and to put the Bank in the same position, so far as possible, that they would have been in if no change in currency had occurred.

1.4  Interest Rates; LIBOR Notification. The interest rate on Eurocurrency Loans denominated in Dollars and certain Foreign Currencies is determined by reference to the LIBOR Screen Rate, which is derived from the London interbank offered rate.  The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings in the applicable Currency from each other in the London interbank market.  In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate.  Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election with respect to any applicable Currency, subsection 2.11 provides a mechanism for determining an alternative rate of interest for Loans denominated in such Currency.  The Administrative Agent will notify the Borrower, pursuant to subsection 2.11, in advance, of any change to the reference

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rate for any Currency upon which the interest rate on Eurocurrency Loans denominated in such Currency is based.  However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurocurrency Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to subsection 2.11, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to subsection 2.11(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate for any Currency will be similar to, or produce the same value or economic equivalence of, the LIBOR Screen Rate or other applicable Screen Rate for Loans denominated in such Currency or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

SECTION 2.     THE COMMITTED RATE LOANS; THE BID LOANS; THE NEGOTIATED RATE LOANS; AMOUNT AND TERMS

2.1  The Committed Rate Loans.  (a)  During the Commitment Period, subject to the terms and conditions hereof, each Bank severally agrees to make loans (individually, a “Committed Rate Loan”) to each Borrower in Dollars or in any Foreign Currency from time to time; provided that (i) after giving effect thereto, the aggregate principal amount of such Bank’s Loans outstanding does not exceed the amount of such Bank’s Commitment and (ii) the aggregate principal amount of all outstanding Loans does not exceed the Total Commitments.  During the Commitment Period, each Borrower may use the Commitments by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.

(b)  The Committed Rate Loans may be either (i) Eurocurrency Loans denominated in Dollars or any Foreign Currency, (ii) ABR Loans denominated in Dollars or (iii) a combination thereof as determined by the relevant Borrower; provided that the Foreign Currency Loans shall be Eurocurrency Loans.

(c)  Each Borrower may borrow Committed Rate Loans on any Working Day, if the borrowing is of Eurocurrency Loans, or on any Business Day, if the borrowing is of ABR Loans; provided,  however, that a Responsible Officer of such Borrower shall give the Administrative Agent irrevocable notice thereof, which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, New York City time, three Working Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans denominated in Dollars, (ii) prior to 12:00 Noon, Local Time, four Working Days prior to the requested Borrowing Date, in the case of Foreign Currency Loans, (iii) prior to 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans requested by the Company or Capital Corporation, and (iv) prior to 12:00 Noon, London time, on the requested Borrowing Date, in the case of ABR Loans requested by JD Luxembourg.  Each such notice shall be given in writing or by facsimile transmission substantially in the form of Exhibit A (with appropriate insertions) or shall be given by telephone (specifying the information set forth in Exhibit A) promptly confirmed by notice given in writing or by facsimile transmission substantially in the form of Exhibit A (with appropriate insertions).  On the day of receipt of any such notice from a Borrower, the Administrative Agent (or Foreign Currency Agent) shall promptly notify each Bank thereof.  Each Bank will make the amount of its share of each borrowing available to the Administrative Agent in the applicable Currency for the account of such Borrower at the office of the Administrative Agent set forth in subsection 10.2 at 11:00 A.M. (or 2:00 P.M., in the case of ABR Loans requested pursuant to clause (iii) above), Local Time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent as the Administrative Agent may direct.  The proceeds of all such Committed Rate Loans will be

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made available promptly to such Borrower by the Administrative Agent at the office of the Administrative Agent specified in subsection 10.2 by crediting the account of such Borrower on the books of such office of the Administrative Agent with the aggregate of the amount made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent.

(d)  All Committed Rate Loans made to a Borrower shall be repaid in full by such Borrower on or before the Termination Date; provided, that Committed Rate Loans made by Objecting Banks shall be repaid as provided in subsection 2.16(b).  Notwithstanding the foregoing and subject to subsection 2.16, the Borrowers, in their sole discretion, may elect to repay Loans of Banks, which are outstanding on the Termination Date on which the Commitments of such Banks terminate, on or before the first anniversary of the Termination Date rather than on such Termination Date (“Term Out Option”). Notwithstanding anything herein to the contrary, each Borrower’s obligation to repay its Committed Rate Loans and pay the interest accrued thereon is a several obligation.

(e)  JD Luxembourg appoints the Capital Corporation as its agent to make all borrowing requests on its behalf, to receive the proceeds of Loans and make payments in respect of Loans and otherwise act on behalf of JD Luxembourg under this Agreement.

(f)   Each Bank may, at its option, make any Loan available to any Borrower by causing any foreign or domestic branch or affiliate of such Bank to make such Loan; provided that any exercise of such option (i) shall not affect the obligation of such Borrower to repay such Loan in accordance with the terms of this Agreement and (ii) shall not result in any adverse consequences to the Borrowers.

2.2  The Bid Loans; the Negotiated Rate Loans.  (a)  The Company and the Capital Corporation may borrow Bid Loans or Negotiated Rate Loans denominated in Dollars from time to time on any Business Day (in the case of Bid Loans made pursuant to an Absolute Rate Bid Loan Request), any Working Day (in the case of Bid Loans made pursuant to an Index Rate Bid Loan Request) or, in the case of Negotiated Rate Loans, on such days as shall be mutually agreed upon between the relevant Borrower and the applicable Bank, in each case during the Commitment Period and in the manner set forth in this subsection 2.2 and in amounts such that the Dollar Equivalent of the aggregate principal amount of Loans at any time outstanding shall not exceed the aggregate amount of the Commitments at such time.  Notwithstanding any other provision of this Agreement, the aggregate principal amount of the outstanding Bid Loans and/or Negotiated Rate Loans made by any Bank may at any time (but shall not be required to) exceed the Commitment of such Bank so long as the Dollar Equivalent of the aggregate outstanding principal amount of all Loans does not at any time exceed the aggregate amount of the Commitments.

(b)  (i)  The Company and the Capital Corporation shall request Bid Loans or Negotiated Rate Loans by delivering (A) in the case of an Index Rate Bid Loan, a Bid Loan Request to the Administrative Agent, c/o JPMorgan Chase Bank, N.A., as Administrative Agent, 500 Stanton Christiana Road, NCC5, Floor 01, Newark, Delaware, 19713-2107, United States, Attention:  Ali Zigami, Telephone:  (302) 634-4834, Facsimile:  (302) 634-8459, not later than 12:00 Noon (New York City time) four Working Days prior to the proposed Borrowing Date, (B) in the case of an Absolute Rate Bid Loan, a Bid Loan Request to the Administrative Agent at the address set forth in clause (A) of this subsection 2.2(b)(i) not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Borrowing Date or (C) in the case of a Negotiated Rate Loan, a Negotiated Rate Loan Request to any Bank at such time as the applicable Borrower and the applicable Bank shall agree.  Each Bid Loan Request may solicit bids for Bid Loans in an aggregate principal amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof and for not more than three alternative Interest Periods for such Bid Loans.  The Administrative Agent shall promptly notify each Bid Loan Bank by facsimile

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transmission or by telephone, immediately confirmed by facsimile transmission, of the contents of each Bid Loan Request received by it.

(ii)        In the case of an Index Rate Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bid Loan Bank that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Bid Loans at the Applicable Index Rate plus or minus a margin for each such Bid Loan determined by such Bid Loan Bank, in its sole discretion.  Any such irrevocable offer shall be made by delivering a Bid Loan Offer to the Administrative Agent at the address set forth in clause (i)(A) above before 10:30 A.M. (New York City time) three Working Days before the proposed Borrowing Date, setting forth the maximum amount of Bid Loans for each Interest Period, and the aggregate maximum amount for all Interest Periods, which such Bank would be willing to make and the margin above or below the Applicable Index Rate at which such Bid Loan Bank is willing to make each such Bid Loan.  The Administrative Agent shall advise the relevant Borrower before 11:00 A.M. (New York City time) three Working Days before the proposed Borrowing Date of the contents of each such Bid Loan Offer received by it.  If the Administrative Agent in its capacity as a Bid Loan Bank shall, in its sole discretion, elect to make any such offer, it shall advise such Borrower of the contents of its Bid Loan Offer before 10:15 A.M. (New York City time) three Working Days before the proposed Borrowing Date.

(iii)       In the case of an Absolute Rate Bid Loan Request, upon receipt of notice from the Administrative Agent of the contents of such Bid Loan Request, any Bid Loan Bank that elects, in its sole discretion, to do so, shall irrevocably offer to make one or more Bid Loans at a rate or rates of interest for each such Bid Loan determined by such Bid Loan Bank in its sole discretion.  Any such irrevocable offer shall be made by delivering a Bid Loan Offer to the Administrative Agent at the address set forth in clause (i)(A) of this subsection 2.2(b) before 9:30 A.M. (New York City time) on the proposed Borrowing Date, setting forth the maximum amount of Bid Loans for each Interest Period, and the aggregate maximum amount for all Interest Periods, which such Bid Loan Bank would be willing to make and the rate or rates of interest at which such Bid Loan Bank is willing to make each such Bid Loan.  The Administrative Agent shall advise the relevant Borrower before 10:00 A.M. (New York City time) on the proposed Borrowing Date of the contents of each such Bid Loan Offer received by it.  If the Administrative Agent in its capacity as a Bid Loan Bank shall, in its sole discretion, elect to make any such offer, it shall advise such Borrower of the contents of its Bid Loan Offer before 9:15 A.M. (New York City time) on the proposed Borrowing Date.

(iv)        The relevant Borrower shall before 11:30 A.M. (New York City time) three Working Days before the proposed Borrowing Date (in the case of Bid Loans requested by an Index Rate Bid Loan Request) and before 10:30 A.M. (New York City time) on the proposed Borrowing Date (in the case of Bid Loans requested by an Absolute Rate Bid Loan Request) either, in its absolute discretion:

(A) cancel such Bid Loan Request by giving the Administrative Agent telephone notice to that effect, or

(B)  accept one or more of the offers made by any Bid Loan Bank or Bid Loan Banks pursuant to clause (ii) or clause (iii) of this subsection 2.2(b), as the case may be, by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent at the address set forth in clause (i)(A) of this subsection 2.2(b) of a Bid Loan Confirmation) of the amount of Bid Loans for each relevant Interest Period to be made by each Bid Loan Bank (which amount shall be equal to or less than the maximum amount for such Interest Period specified in the Bid Loan Offer of such Bid Loan Bank, and for all Interest Periods included in such Bid Loan Offer shall be equal to or less than the aggregate maximum amount specified in such Bid Loan Offer for all such Interest Periods) and reject any remaining offers

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made by Bid Loan Banks pursuant to clause (ii) or clause (iii) above, as the case may be; provided,  however, that (x) such Borrower may not accept offers for Bid Loans for any Interest Period in an aggregate principal amount in excess of the maximum principal amount requested for such Interest Period in the related Bid Loan Request, (y) if such Borrower accepts any such offers, it must accept offers strictly based upon pricing (starting with the lowest pricing) for such relevant Interest Period and upon no other criteria whatsoever and (z) if two or more Bid Loan Banks submit offers for any Interest Period at identical pricing and such Borrower accepts any of such offers but does not wish to borrow the total amount offered by such Bid Loan Banks with such identical pricing, such Borrower shall accept offers from all of such Bid Loan Banks in amounts allocated among them pro rata according to the amounts offered by such Bid Loan Banks (or as nearly pro rata as shall be practicable, after giving effect to the requirement that Bid Loans made by a Bid Loan Bank on a Borrowing Date for each relevant Interest Period shall be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, it being agreed that to the extent that it is not possible to make allocations in accordance with the provisions of this clause (z) such allocations shall be made in accordance with the instructions of such Borrower, it being understood that in no event shall any Bank be obligated to make any Bid Loan in a principal amount less than $5,000,000).

(v)         If such Borrower notifies the Administrative Agent that a Bid Loan Request is cancelled pursuant to clause (iv)(A) of this subsection 2.2(b), the Administrative Agent shall give prompt telephone notice thereof to the Bid Loan Banks, and the Bid Loans requested thereby shall not be made.

(vi)        (A)  If such Borrower accepts pursuant to clause (iv)(B) of this subsection 2.2(b) one or more of the offers made by any Bid Loan Bank or Bid Loan Banks pursuant to a Bid Loan Request, the Administrative Agent shall promptly notify by telephone each Bid Loan Bank which has made such an offer of the aggregate amount of such Bid Loans to be made on such Borrowing Date for each Interest Period and of the acceptance or rejection of any offers to make such Bid Loans made by such Bid Loan Bank.  Each Bid Loan Bank which is to make a Bid Loan pursuant to a Bid Loan Request shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Bid Loan Request applicable thereto, make available to the Administrative Agent at its office set forth in subsection 10.2 the amount of Bid Loans to be made by such Bid Loan Bank, in immediately available funds.  The Administrative Agent will make such funds available to such Borrower as soon as practicable on such date at the Administrative Agent’s aforesaid address.

(B)  If such Borrower and any Bank agree to the terms of a Negotiated Rate Loan to be made on a Borrowing Date pursuant to a Negotiated Rate Loan Request, such Borrower and such Bank shall promptly notify by telephone the Administrative Agent of the aggregate amount of Negotiated Rate Loans to be made on such Borrowing Date and the respective Interest Periods therefor.  Each Bank which is to make a Negotiated Rate Loan shall, at such time, on such Borrowing Date and at such location as shall be mutually agreed upon between such Borrower and such Bank, make available to such Borrower the amount of Negotiated Rate Loans to be made by such Bank, in immediately available funds.

(C)  As soon as practicable after each Borrowing Date for Bid Loans and Negotiated Rate Loans, the Administrative Agent shall notify each Bank of the aggregate amount of Bid Loans or Negotiated Rate Loans advanced pursuant to a Bid Loan Request or Negotiated Rate Loan Request on such Borrowing Date and the respective Interest Periods therefor.

(c)  Within the limits and on the conditions set forth in this subsection 2.2, the Company and the Capital Corporation may from time to time borrow under this subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this subsection 2.2.

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(d)  The Company or the Capital Corporation, as applicable, shall repay to the Administrative Agent for the account of each Bid Loan Bank (or the Loan Assignee in respect thereof, as the case may be) which has made a Bid Loan to such Borrower on the last day of the Interest Period for each Bid Loan (such Interest Period being that specified by such Borrower for repayment of such Bid Loan in the related Bid Loan Request) the then unpaid principal amount of such Bid Loan.  Each Borrower shall repay to each Bank which has made a Negotiated Rate Loan to such Borrower (or the Loan Assignee in respect thereof, as the case may be) the principal thereof as agreed by such Borrower and such Bank.  Notwithstanding anything herein to the contrary, each Borrower’s obligation to repay its Bid Loans and Negotiated Rate Loans is a several obligation.

(e)  Each Borrower shall pay interest on the unpaid principal amount of each Bid Loan and each Negotiated Rate Loan borrowed by such Borrower from the applicable Borrowing Date to the stated maturity date thereof, in the case of a Bid Loan, at the rate of interest determined pursuant to paragraph (b) of this subsection 2.2, and, in the case of a Negotiated Rate Loan, as agreed by such Borrower and the relevant Bank (calculated on the basis of a 360 day year for actual days elapsed), payable on the interest payment date or dates (i) specified by such Borrower for such Bid Loan in the related Bid Loan Request and (ii) mutually agreed upon between such Borrower and such Bank in the case of Negotiated Rate Loans, provided that as to any Bid Loan in respect of which the stated maturity date is more than three months after such Borrowing Date, interest shall also be paid on the day which occurs three months after such Borrowing Date.  If all or a portion of the principal amount of any Bid Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Bank under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 1% above the rate which would otherwise be applicable to such Bid Loan until the scheduled maturity date with respect thereto and for each day thereafter at a rate per annum which is 1% above the ABR until paid in full (as well after as before judgment).  If all or any portion of the principal amount of any Negotiated Rate Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount shall, without limiting any rights of any Bank under this Agreement, bear interest from the date on which such payment was due at a rate per annum as shall be mutually agreed upon between the relevant Borrower and the relevant Bank.  Notwithstanding anything herein to the contrary, each Borrower’s obligation to pay the interest accrued on its Bid Loans and Negotiated Rate Loans is a several obligation.

(f)   After the first Bid Loan Request has been given hereunder, no Bid Loan Request or Negotiated Rate Loan Request shall be given until at least one Business Day, in the case of an Absolute Rate Bid Loan Request, or one Working Day, in the case of an Index Rate Bid Loan Request, after the earliest to occur of (i) the Borrowing Dates with respect to all prior Bid Loan Requests made pursuant to subsection 2.2(b)(i), (ii) the date on which all Bid Loan Banks have failed to submit Bid Loan Offers with respect to any Bid Loan Requests within the time specified in subsection 2.2(b)(ii) or (iii), as the case may be, and (iii) the date on which the relevant Borrower has cancelled all prior Bid Loan Requests pursuant to subsection 2.2(b)(iv).

2.3  Loan Accounts.  Each Bank, with respect to its Committed Rate Loans, Bid Loans and Negotiated Rate Loans, and the Administrative Agent, with respect to all Committed Rate Loans, Negotiated Rate Loans and Bid Loans, shall open and maintain in the name of each Borrower loan accounts (as to each Bank, its “Loan Account” applicable to such Borrower) on its books and records setting forth the amounts of principal, interest and other sums paid and payable by such Borrower from time to time hereunder in respect of such Loans, and the obligation of such Borrower to pay or repay, as the case may be, such amounts to such Bank shall be evidenced by such Bank’s Loan Account.  In case of any dispute, action or proceeding relating to any Committed Rate Loan, Bid Loan or Negotiated Rate Loan, the entries in such records shall constitute prima facie evidence of the accuracy of the information

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set forth therein.  In case of discrepancy between the entries in the Administrative Agent’s books and records and any Bank’s, the entries in the Administrative Agent’s books and records shall constitute prima facie evidence of the accuracy of the information set forth therein.

2.4  Fees.  (a)  The Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for the account of each Bank a commitment fee from and including the Closing Date to but excluding the date on which the Commitment of such Bank terminates hereunder, computed at a per annum rate equal to the Commitment Fee Rate on the average daily amount of the Available Commitment of such Bank in effect during the period for which payment is made, payable quarterly in arrears on the first Business Day of each January, April, July and October of each year and on the Termination Date or such earlier date on which the Commitments shall terminate as provided herein, commencing in July, 2020.  For purposes of calculating the commitment fee, any Bid Loans and Negotiated Rate Loans shall be deemed not to be outstanding.

(b)  The Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for its own account any fees with respect to this Agreement set forth in the letter agreement dated February 24, 2020 from JPMorgan Chase Bank, N.A. to the Borrowers.

(c)  The Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for its own account all other fees payable to the Administrative Agent as the Borrowers and the Administrative Agent shall mutually agree from time to time.

(d)  If a Borrower elects the Term Out Option for any Banks on any Termination Date, such Borrower agrees to pay on such Termination Date a fee for the account of each such Bank equal to 0.75% of the amount of the Loans of each such Bank outstanding as of the applicable Termination Date.

2.5  Termination or Reduction of Commitments; Cancellation of Capital Corporation or JD Luxembourg as Borrower.  (a)  The Borrowers, acting jointly, shall have the right, upon not less than five Business Days’ notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments, provided that (i) any such reduction shall be accompanied by prepayment of Committed Rate Loans hereunder, together with accrued interest on the amount so prepaid to the date of such prepayment, to the extent, if any, that the Dollar Equivalent of the aggregate outstanding principal amount of all Loans exceeds the amount of the Commitments as then reduced and (ii) any such termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding hereunder in accordance with subsection 2.6 together with accrued fees and interest thereon and any termination of a Bank’s Commitment pursuant to subsection 2.13, 2.16 or 2.17 shall, with respect to each affected Loan, on the last day of the applicable Interest Period therefor or, if earlier, on such earlier date as shall be notified by the Borrowers, be accompanied by prepayment in full of such Loan, together with, in each case, accrued interest thereon to the date of such prepayment, the payment of any unpaid commitment fee then accrued hereunder, and the payment of any amounts then payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17.  Upon receipt of such notice from the Borrowers the Administrative Agent shall promptly notify each Bank thereof.  Any reduction of the Commitments pursuant to this subsection 2.5 shall be in an amount not less than $25,000,000, and shall be an amount which is a whole multiple of $5,000,000, and shall reduce permanently the amount of the Commitments then in effect.

(b)  The Company may cancel the ability of the Capital Corporation to borrow hereunder upon not less than five Business Days’ notice to the Administrative Agent.  Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Bank thereof.  On the first day following receipt of such notice, on which all Loans to the Capital Corporation and all interest thereon shall have been paid in full, and notwithstanding any other provision of this Agreement, (i) the Capital

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Corporation shall cease to be a party hereto or to have any right or obligation hereunder, (ii) rights and obligations expressed herein to be, in effect, of the Company, the Capital Corporation or JD Luxembourg, each of them or of any of them together with the Capital Corporation, but not any such rights and obligations expressed herein to be of the Capital Corporation only, shall be deemed to be rights and obligations of the Company only and (iii) the Banks shall cease to have any right or obligation hereunder which depends or is contingent upon any action, condition or performance, or the absence thereof, whether past or present, of the Capital Corporation other than any action, condition or performance, or the absence thereof, of the Capital Corporation in its capacity as a Subsidiary, Significant Subsidiary or Restricted Subsidiary hereunder; provided,  however, that the obligation of the Capital Corporation to make any payment pursuant to subsection 2.13, 2.14, 2.15 or 2.17 which arises prior to the cancellation of the ability of the Capital Corporation to borrow hereunder shall survive the cancellation of the ability of the Capital Corporation to borrow hereunder; provided further that any cancellation of the ability of the Capital Corporation to borrow hereunder shall be accompanied by the cancellation of the ability of JD Luxembourg to borrow hereunder pursuant to clause (c) below.

(c)  The Company may cancel the ability of JD Luxembourg to borrow hereunder upon not less than five Business Days’ notice to the Administrative Agent.  Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Bank thereof.  On the first day following receipt of such notice, on which all Loans to JD Luxembourg and all interest thereon shall have been paid in full, and notwithstanding any other provision of this Agreement, (i) JD Luxembourg shall cease to be a party hereto or to have any right or obligation hereunder, (ii) rights and obligations expressed herein to be, in effect, of each of the Company, the Capital Corporation or JD Luxembourg, each of them or any of them together with JD Luxembourg, but not any such rights and obligations expressed herein to be of JD Luxembourg only, shall be deemed to be rights and obligations of the Company and the Capital Corporation, as applicable, only and (iii) the Banks shall cease to have any right or obligation hereunder which depends or is contingent upon any action, condition or performance, or the absence thereof, whether past or present, of JD Luxembourg other than any action, condition or performance, or the absence thereof, of JD Luxembourg in its capacity as a Subsidiary, Significant Subsidiary or Restricted Subsidiary hereunder; provided,  however, that the obligation of JD Luxembourg to make any payment pursuant to subsection 2.13, 2.14, 2.15 or 2.17 which arises prior to the cancellation of the ability of JD Luxembourg to borrow hereunder shall survive the cancellation of the ability of JD Luxembourg to borrow hereunder.

2.6  Prepayments.  (a)  Each Borrower may at any time and from time to time prepay its Committed Rate Loans in whole or in part, without premium or penalty, but subject to the provisions of subsection 2.14, upon at least three Working Days’ irrevocable notice (by 11:00 A.M. Local Time), in the case of Eurocurrency Loans, or same day irrevocable notice in the case of ABR Loans, in each case to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of its Eurocurrency Loans, ABR Loans, or a combination thereof, and if of a combination thereof, the amount of prepayment allocable to each.  Upon receipt of such notice the Administrative Agent shall promptly notify each Bank thereof.  If such notice is given, the Borrower delivering such notice shall make such prepayment, and the payment of the amount specified in such notice shall be due and payable, on the date specified therein, together with accrued interest to such date on the amount prepaid and any amounts payable pursuant to subsections 2.14 and 2.15.  Except as provided in the immediately following sentence, partial prepayments shall be in an aggregate principal amount of $5,000,000, or a whole multiple thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans); provided, however, that after giving effect thereto, the aggregate principal amount of all Committed Rate Loans made on the same Borrowing Date shall not be less than $25,000,000 (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans).  Anything contained in this subsection 2.6 to the contrary notwithstanding, partial prepayments of a Cancelled Bank’s Loans in connection with the termination under subsection

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2.13(a), (b) or (c), 2.16(c) or 2.17(b), or upon a Defaulting Bank becoming a Cancelled Bank, of such Cancelled Bank’s Commitment (in whole or in part) shall be in an amount equal to the principal amount of the Loans of such Bank being prepaid, notwithstanding the amount thereof, and shall be permitted notwithstanding the provisions of the foregoing proviso.  The Company and the Capital Corporation may prepay Negotiated Rate Loans or Bid Loans on such terms as shall be mutually agreed upon between the relevant Borrower and the relevant Bank.

(b)  If, on any Calculation Date, the aggregate principal amount of Loans outstanding on such date exceed the Total Commitments, on such date, the Borrowers shall, without notice or demand, within five Business Days (i) repay Loans in an aggregate principal amount such that, after giving effect thereto, the aggregate principal amount of Loans outstanding shall be equal to or less than the Total Commitments and (ii) pay interest and fees accrued to the date of such payment, prepayment or reduction on the principal so prepaid or reduced and any amounts payable under subsection 2.14 in connection therewith.

2.7  Minimum Amount of Certain Loans.  All borrowings, conversions, continuations, payments and, except as set forth in the penultimate sentence of subsection 2.6, prepayments in respect of Committed Rate Loans shall be in such amounts and be made pursuant to such elections that, after giving effect thereto, (a) the aggregate principal amount of Committed Rate Loans made on any Borrowing Date shall not be less than $25,000,000 or a whole multiple of $5,000,000 in excess thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans) and (b) the aggregate principal amount of Committed Rate Loans of any Type with the same Interest Period shall not be less than $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or comparable amounts reasonably determined by the Administrative Agent in the case of Foreign Currency Loans).

2.8  Committed Rate Loan Interest Rate and Payment Dates.  (a)  The Eurocurrency Loans shall bear interest for the period from the date thereof until the stated maturity thereof on the unpaid principal amount thereof at a rate per annum equal to the Eurocurrency Rate determined for the Interest Period therefor plus the Applicable Margin.

(b)  The ABR Loans shall bear interest for each day during the period from the date thereof until the payment in full thereof on the unpaid principal amount thereof at a fluctuating rate per annum equal to the ABR for such day.

(c)  If all or a portion of the principal amount of any of the Committed Rate Loans shall not be paid when due (whether at the stated maturity, by acceleration or otherwise) such overdue principal amount of such Committed Rate Loan (i) shall bear interest at a rate per annum which is 1% above the rate which would otherwise be applicable pursuant to subsection 2.8(a) or (b) as the case may be, from the date when such principal amount is due until the date on which such amount is paid in full and (ii) shall, if such Committed Rate Loan is a Eurocurrency Loan denominated in Dollars, be converted to an ABR Loan at the end of the Interest Period applicable thereto.

(d)  Interest shall be payable in arrears on each Interest Payment Date.

2.9  Conversion and Continuation Options.  (a)  The relevant Borrower may elect from time to time to convert Committed Rate Loans denominated in Dollars of one Type into Committed Rate Loans denominated in Dollars of another Type by giving to the Administrative Agent irrevocable notice of such conversion by the earliest time that they would have been required to give notice under subsection 2.1(c) if they had been borrowing Committed Rate Loans of each such Type on the conversion date specified in such notice, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto.  Any such notice of conversion to Eurocurrency

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Loans shall specify the length of the initial Interest Period or Interest Periods therefor.  Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof.  All or any part of outstanding Eurocurrency Loans and ABR Loans denominated in Dollars may be converted as provided herein, provided that no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to (i) in the case of a Loan made by an Objecting Bank, such Objecting Bank’s Commitment Expiration Date, and (ii) in the case of all Loans, the Termination Date.

(b)  Any Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving notice to the Administrative Agent or the Foreign Currency Agent, as the case may be, such notice to be given by the time it would have been required to give notice under subsection 2.1(c) if it had been borrowing Eurocurrency Loans on the last day of the then expiring Interest Period therefor, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan denominated in Dollars may be continued as such after the date that is one month prior to (i) in the case of a Loan made by an Objecting Bank, such Objecting Bank’s Commitment Expiration Date, and (ii) in the case of all Loans, the Termination Date.  Upon receipt of any such notice, the Administrative Agent or the Foreign Currency Agent, as the case may be, shall promptly notify each Bank thereof.

2.10      Computation of Interest and Fees.  (a)  Commitment fees and interest in respect of ABR Loans based upon clause (a) of the definition of ABR shall be calculated on the basis of a 365- (or 366- as the case may be) day year for the actual days elapsed (including the first day and excluding the last day).  Interest in respect of Eurocurrency Loans, Bid Loans and ABR Loans based upon clause (b) or (c) of the definition of ABR shall be calculated on the basis of a 360-day year for the actual days elapsed (including the first day and excluding the last day), provided, that interest in respect of Foreign Currency Loans denominated in Pounds Sterling, Australian Dollars, Canadian Dollars or New Zealand Dollars shall be calculated on the basis of a 365- (or 366- as the case may be) day year for actual days elapsed. The Administrative Agent shall promptly notify the Borrowers and the Banks of each determination of a Eurocurrency Rate.  Any change in the interest rate on a Committed Rate Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change in the ABR shall become effective.  The Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly notify the Borrowers and the Banks of the effective date and the amount of each such change.

(b)  Each determination of an interest rate by the Administrative Agent or the Foreign Currency Agent, as applicable, pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Banks in the absence of manifest error.

2.11      Inability to Determine Interest Rate.  (a)  In the event that the Administrative Agent or the Foreign Currency Agent, as applicable, shall have determined (which determination shall be conclusive and binding upon the Borrowers) that (i) subject to clause (c) below, by reason of circumstances affecting the interbank market for the applicable Currency generally, adequate and reasonable means do not exist for ascertaining the Screen Rate for such Currency for any requested Interest Period with respect to Committed Rate Loans that a Borrower has requested be made as, continued as or converted into Eurocurrency Loans or (ii) that deposits in the applicable Currency are not generally available, or cannot be obtained by the Banks, in the applicable market (any Foreign Currency affected by the circumstances described in clause (i) or (ii) is referred to as an “Affected Foreign Currency”), the Administrative Agent or the Foreign Currency Agent, as applicable, shall promptly give notice of such determination to such Borrower and the Banks prior to the first day of the requested Interest Period for such Eurocurrency Loans.  If such notice is given, such Borrower may (A) in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), request that the affected Loans denominated in Dollars be made as, continued as or

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converted into, as the case may be, ABR Loans, (B) request that any outstanding Foreign Currency Loans in an Affected Foreign Currency be converted, on the last day of the then-current Interest Period, to Dollar Loans at the applicable Exchange Rate or (C) in the case of Loans requested to be made on the first day of such Interest Period, withdraw the notice given under subsection 2.1 or 2.9, as the case may be, by giving telephonic notice to the Administrative Agent or the Foreign Currency Agent, as applicable, no later than 10:00 A.M. (Local Time) one Business Day prior to the applicable Borrowing Date, confirmed in writing no later than one Business Day after such telephonic notice is given; provided that if the Administrative Agent or the Foreign Currency Agent, as applicable, does not receive any notice permitted from the relevant Borrower hereunder, such Borrower shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, ABR Loans or, in the case of Foreign Currency Loans, shall be deemed to have requested that the affected Loans be made as, continued as or converted into, as the case may be, Dollar Loans which are (1) ABR Loans (in the case of clause (i) above) or (2) Eurocurrency Loans (in the case of clause (ii) above).  Until the notice given pursuant to the first sentence of this paragraph has been withdrawn by the Administrative Agent or the Foreign Currency Agent, as applicable, no further Eurocurrency Loans denominated in Dollars (in the case of clause (i) above) or in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurocurrency Loans.

(b)  In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that by reason of circumstances affecting the interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Screen Rate for any Interest Period with respect to a proposed Bid Loan to be made pursuant to an Index Rate Bid Loan Request; provided that no Benchmark Transition Event shall have occurred at such time, the Administrative Agent shall forthwith give notice of such determination to the relevant Borrower and the Bid Loan Banks at least two Business Days prior to the proposed Borrowing Date, and such Bid Loans shall not be made on such Borrowing Date.  Until any such notice has been withdrawn by the Administrative Agent, no further Index Rate Bid Loan Requests shall be submitted by any Borrower.

(c)  Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, with respect to any Currency, the Administrative Agent and the Borrowers may amend this Agreement to replace the LIBOR Screen Rate for Loans denominated in such Currency with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Banks and the Borrowers, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Banks comprising the Majority Banks; provided that, with respect to any such proposed amendment containing any SOFR-Based Rate, the Banks shall be entitled to object only to the Benchmark Replacement Adjustment contained therein.  Any such amendment with respect to an Early Opt-in Election will become effective on the date that Banks comprising the Majority Banks have delivered to the Administrative Agent written notice that such Majority Banks accept such amendment. No replacement of the LIBOR Screen Rate for Loans denominated in any applicable Currency with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date in respect of such Currency.

(e)  In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Borrowers, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

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(f)  The Administrative Agent will promptly notify the Borrowers and the Banks of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period.  Any determination, decision or election that may be made by the Administrative Agent, the Borrowers or Banks pursuant to this subsection 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this subsection 2.11.

(g)  Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, no further Eurocurrency Loans denominated in the affected Currency shall be made or continued as such (it being understood that in accordance with the provisions of subsection 2.1 or 2.9, as the case may be (including any requirements for notification), the applicable Borrower may (A) request that the affected Loans denominated in Dollars be made as, continued as or converted into, as the case may be, ABR Loans or (B) request that any outstanding Foreign Currency Loans in an affected currency be converted, on the last day of the then-current Interest Period, to Dollar Loans at the applicable Exchange Rate), nor (if the LIBOR Screen Rate for Dollars is affected) shall any Borrower have the right to convert ABR Loans to Eurocurrency Loans.

2.12      Pro Rata Treatment and Payments.  (a)  All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made, in the case of fees and principal of, and interest on, Loans (other than Negotiated Rate Loans) at the Administrative Agent’s office specified in subsection 10.2, in each case in the relevant Currency in which the Loan was made and in immediately available funds not later than 11:00 A.M. (Local Time) on the date due.  The Administrative Agent shall distribute such payments to the Banks entitled thereto on the day of receipt in like funds as received, provided that the Administrative Agent shall have received such payments not later than 11:00 A.M. (Local Time).  If the Administrative Agent shall distribute such payments to the Banks entitled thereto on a date after the date on which such payments were received prior to 11:00 A.M. (Local Time), the Administrative Agent shall pay to each such Bank on demand an amount equal to the product of (i) the daily average applicable Overnight Rate, times (ii) the amount of such Bank’s share of such payment, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date of receipt of payment by the Administrative Agent to but excluding the date on which such Bank’s share of such payment shall have become immediately available to such Bank and the denominator of which is 360.  All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees relating to Negotiated Rate Loans shall be made to the Bank with respect thereto on such terms, at such address and at such time as shall be mutually agreed upon between the relevant Borrower and the relevant Bank in lawful money of the United States of America on the date due.

(b)  (i)  Each borrowing by a Borrower of Committed Rate Loans and each payment of principal in respect of Committed Rate Loans (subject to the provisions of subsection 2.20(e)) shall be made in accordance with the following requirements:

(A)  All borrowings of Committed Rate Loans and all principal payments in respect of such Loans, shall be made pro rata according to the respective Commitments of the Banks.

(B)  As provided in clause (b)(ii) below, if any principal payment is made in respect of any Loans (other than Negotiated Rate Loans) on any day on which principal amounts are due and owing in respect of any Loans (other than Negotiated Rate Loans), such principal payment

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shall be applied to the Banks pro rata according to the respective amounts of principal due and owing to the Banks under this Agreement.

(ii)         Except as provided in subsections 2.13, 2.16 and 2.17, each reduction of the Commitments shall be made pro rata among the Banks according to their respective Commitment Percentages.  Each payment by the Borrowers under this Agreement or of any Loan (other than Negotiated Rate Loans) shall be applied, first, to any fees then due and owing pursuant to subsection 2.4, second, to interest then due and owing in respect of the Loans (other than Negotiated Rate Loans) and third, to principal then due and owing hereunder (other than principal due and owing under Negotiated Rate Loans) and under the Loans (other than Negotiated Rate Loans).  Each payment made by the Company or the Capital Corporation under this Agreement relating to a Negotiated Rate Loan to the Bank with respect thereto shall be applied, first, to interest then due and owing in respect of such Negotiated Rate Loan and second, to principal then due and owing hereunder with respect to such Negotiated Rate Loan and under such Negotiated Rate Loan.  Each payment (other than voluntary prepayments made when no principal payments are due and owing hereunder) by a Borrower on account of principal of and interest on the Loans (other than Negotiated Rate Loans) shall be made for the account of each Bank pro rata according to the respective amounts of principal and interest due and owing to such Bank under this Agreement.  Subject to the requirements of clause (i) of this paragraph (b), each payment by a Borrower on account of principal of the Loans (other than Negotiated Rate Loans) shall be applied, first, to such of its Committed Rate Loan borrowings as such Borrower may designate and, second, after all Committed Rate Loans shall have been paid in full, to all of its Absolute Rate Bid Loans or Index Rate Bid Loans made on the same Borrowing Date with the same Interest Period as such Borrower may designate, pro rata according to the respective amounts outstanding; provided,  however, that prepayments made pursuant to subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) shall be applied in accordance with such subsection.

(c)  If any payment hereunder (other than payments on the Eurocurrency Loans and Index Rate Bid Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurocurrency Loan or Index Rate Bid Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Working Day.  With respect to any extension of the payment of principal pursuant to this subsection 2.12(c), interest thereon shall be payable at the then applicable rate during such extension.

(d)  Unless the Administrative Agent shall have been notified in writing by any Bank prior to the date of the Committed Rate Loan, Committed Rate Loans, Bid Loan or Bid Loans to be made by such Bank (which notice shall be effective upon receipt) that such Bank will not make its pro rata share of the amount of the requested borrowing on such date available to the Administrative Agent, the Administrative Agent may assume that such Bank has made such amount available to it on such date and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount.  If a Bank shall make such amount available to the Administrative Agent on a date after such Borrowing Date, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average applicable Overnight Rate, times (ii) the amount of such Bank’s pro rata share of such borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to but excluding the date on which such Bank’s pro rata share of such borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360.  A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this subsection 2.12(d) shall be conclusive, absent manifest error.  If such Bank’s pro rata share is not in fact made available to the Administrative Agent by such Bank within three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover such amount, on demand, from the relevant Borrower with interest thereon at the rate equal to the

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product of (i) during the period from and including such Borrowing Date to the Business Day next following the date of such demand, the daily average applicable Overnight Rate, times a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to but excluding the Business Day next following the date of such demand and the denominator of which is 360 and (ii) thereafter, the interest rate or rates applicable to the Loan or Loans funded by the Administrative Agent on behalf of such Bank on such Borrowing Date, times a fraction, the numerator of which is the number of days which elapse from and including the Business Day next following the date of such demand to but excluding the date such amount is recovered by the Administrative Agent from such Borrower and the denominator of which is 360.  In the event any Bank’s pro rata share of a borrowing is not made available to the Administrative Agent in accordance with this paragraph within three Business Days of the applicable Borrowing Date (i) such Bank shall, during the period from such Borrowing Date to the date such Bank makes its pro rata share of the applicable borrowing available, not accrue and shall not be entitled to receive any commitment fee under subsection 2.4 and (ii) each Borrower may exercise or pursue any other rights, remedies, powers and privileges against such Bank as are provided by law or by contract.

2.13      Requirements of Law.  (a)  If any Bank shall determine that by reason of (i) the introduction after the date hereof of any applicable law, regulation or guideline or any change after the date hereof in any applicable law, regulation or guideline (including the phasing-in of a provision of any applicable law, regulation or guideline) or in the interpretation thereof by any governmental or other regulatory authority charged with the administration thereof or any court of competent jurisdiction and/or (ii) compliance by such Bank with any requirement adopted after the date hereof or directive adopted after the date hereof from any central bank or other fiscal, monetary or other regulatory authority (whether or not having the force of law), there shall be any increase in the cost of such Bank of maintaining or giving effect to its obligations with respect to Committed Rate Loans under this Agreement or maintaining its Commitment with respect to Committed Rate Loans or making or maintaining any Eurocurrency Loans or any reduction in any amount receivable by such Bank in respect of Eurocurrency Loans under this Agreement, notwithstanding the reasonable efforts (such reasonable efforts not to result in the incurrence of additional costs or expenses) of such Bank to mitigate such increase or reduction (excluding for purposes of this subsection 2.13 any such increased costs resulting from (x) Indemnified Taxes (as to which subsection 2.17 shall govern), (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its applicable lending office or any political subdivision thereof and (z) FATCA), then the relevant Borrower shall from time to time on receipt (whenever occurring) of a certificate from such Bank (which shall be executed by an officer thereof and a copy of which shall be delivered to the Administrative Agent) pay to such Bank such amounts as are stated therein to be required to indemnify such Bank against such increased costs or reduction; provided, however, that if such Borrower becomes obligated to pay any Bank any additional amount pursuant to this subsection 2.13(a), such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable to such Bank pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee or other amount payable to such Bank hereunder and/or, upon giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank; provided, further, that such Borrower shall not be obligated to pay any Bank any additional amount pursuant to this subsection 2.13(a) (A) which constitutes a present or future income, stamp or other tax, levy, impost, duty, charge, fee, deduction or withholding referred to in subsection 2.17(a) or (B) as a result of any law, rule, guideline, regulation, request or directive regarding capital adequacy or liquidity referred to in subsection 2.13(b).  A certificate of such Bank as to the amount of such increased costs or reduction shall set forth in reasonable detail the computation of such increased costs or reduction, and shall be binding and conclusive in the absence of

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manifest error.  A Bank which demands indemnification hereunder as a result of an increased cost or reduction referred to herein shall deliver the certificate referred to above to the relevant Borrower demanding indemnification no later than the later of (y) the thirtieth day immediately following each payment or realization by such Bank of such increased cost or reduction (and such certificate shall certify that the amounts set forth therein were paid or realized within such thirty-day period) and (z) the thirtieth day immediately following such Bank’s knowledge of the incurrence or realization by such Bank of such increased cost or reduction (and such certificate shall so certify).

(b)  In the event that any Bank shall have determined that the adoption after the date hereof of any law, rule, guideline or regulation regarding capital adequacy or liquidity, or any change after the date hereof in any existing or future law, rule, guideline or regulation regarding capital adequacy or liquidity (excluding, however, the phasing-in of any existing law, rule, regulation or guideline regarding capital adequacy or liquidity) or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive made or adopted after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does or shall have the effect of reducing the rate of return on such Bank’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Bank to be material, then from time to time, within 30 days after receipt (whenever occurring) of a certificate from such Bank (which shall be executed by an officer thereof and a copy of which shall be delivered to the Administrative Agent), the Company and the Capital Corporation jointly and severally agree to pay to such Bank such additional amounts as are stated therein to be required to compensate it for such reduction; provided,  however, that if such Borrower becomes obligated to pay any Bank any additional amount pursuant to this subsection 2.13(b), such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee or other amounts payable to it hereunder and/or, upon giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (but only if after giving effect to such cancellation and prepayment the aggregate principal amount of outstanding Loans does not exceed the Total Commitments).  A certificate of such Bank as to the amount of such reduction shall set forth in reasonable detail the computation of such reduction, and shall be binding and conclusive in the absence of manifest error.  A Bank which demands indemnification hereunder as a result of a reduction referred to herein shall deliver the certificate referred to above to the relevant Borrower demanding indemnification no later than the later of (i) the thirtieth day immediately following each realization by such Bank of such reduction (and such certificate shall certify that the amounts set forth therein were realized within such thirty-day period) and (ii) the thirtieth day immediately following such Bank’s knowledge of the realization by such Bank of such reduction (and such certificate shall so certify).

(c)  Each Borrower shall pay to each Bank that delivers a certificate to such Borrower in accordance with this subsection (c) such amounts as shall be necessary to reimburse such Bank for the costs (determined in accordance with the immediately following sentence), if any, incurred by such Bank, as a result of the application to such Bank during any period on which there are outstanding Eurocurrency Loans advanced by such Bank to such Borrower of basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of such Board) maintained by a member bank of such System (any such reserves dealing with reserve requirements prescribed for eurocurrency funding being referred

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to as “Reserves”), such amount to be set forth in a certificate of such Bank delivered to the relevant Borrower; provided,  however, that if a Bank gives to a Borrower the written notice contemplated by the proviso set forth in the second following sentence, such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee or other amounts payable to it hereunder and/or upon giving not less than three Working Days’ notice to such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank.  Amounts certified by a Bank hereunder for any period shall represent such Bank’s calculation or, if an accurate calculation is impracticable, reasonable estimate (using such reasonable means of allocation as such Bank shall determine) of the actual costs, if any, theretofore incurred by such Bank as a result of the application of Reserves to Eurocurrency liabilities (as referred to in Regulation D referred to above) of such Bank in an amount equal to such Bank’s Eurocurrency Loans during such period and in any event shall not exceed the amount obtainable utilizing the maximum Reserves prescribed by the Board or other Governmental Authority having jurisdiction with respect thereto for such period.  Such payment shall be made within fifteen days after receipt by the relevant Borrower of a certificate, signed by an officer of the Bank delivering such certificate, which certificate shall be binding and conclusive in the absence of demonstrable error, specifying the period (prior to the date of such certificate) during which the cost set forth therein was incurred by such Bank and stating (i) that such amount represents the actual cost, or, if an accurate calculation of such cost is impracticable stating that such amount represents such Bank’s reasonable estimate of the actual cost, incurred by such Bank during such period as a result of the application of Reserves to Eurocurrency liabilities of such Bank in an amount equal to such Bank’s Eurocurrency Loans during such period and specified in such certificate and (ii) that the amount set forth therein does not in any event exceed the amount obtainable utilizing the maximum Reserves prescribed for such period by the Board or such other Governmental Authority having jurisdiction with respect thereto; provided that the obligation of the Borrowers to pay any amounts pursuant to this subsection 2.13(c) shall apply only in the case of those Banks that give to the relevant Borrower and the Administrative Agent, no later than 3:00 P.M. (Local Time) on the day that is two Working Days prior to the applicable Borrowing Date therefor, a written notice stating that such Bank intends to demand reimbursement pursuant hereto.  A Bank which demands reimbursement of Reserve costs hereunder on account of a Eurocurrency Loan made by such Bank shall deliver the certificate referred to in the preceding sentence to the relevant Borrower setting forth the items specified in clauses (i) and (ii) of the preceding sentence no later than the thirtieth day immediately following the last day of the Interest Period applicable to such Eurocurrency Loan.

(d)  If any Governmental Authority of the jurisdiction of any Foreign Currency (or any other jurisdiction in which the funding operations of any Bank shall be conducted with respect to such Foreign Currency) shall put into effect after the date hereof any reserve, liquid asset or similar requirement with respect to any category of deposits or liabilities customarily used to fund loans in such Foreign Currency (excluding any Reserves), or by reference to which interest rates applicable to loans in such Foreign Currency are determined, and the result of such requirement shall be to increase the cost to such Bank of making or maintaining any Foreign Currency Loan in such Foreign Currency, and such Bank shall deliver to the Borrowers a notice requesting compensation under this paragraph, then the Borrower will pay to such Bank on each Interest Payment Date with respect to each affected Foreign Currency Loan an amount that will compensate such Bank for such additional cost; provided, that the Borrowers shall not be required to compensate a Bank pursuant to this paragraph for any amounts incurred more than three months prior to the date that such Banks notifies the Borrowers of such Bank’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect.  Notwithstanding the foregoing, if a Bank gives to a Borrower the written notice contemplated by the proviso set forth in the following sentence, such Borrower shall have the right,

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so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee or other amounts payable to it hereunder and/or upon giving not less than three Working Days’ notice to such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank.  Such payment shall be made within fifteen days after receipt by the relevant Borrower of a certificate, signed by an officer of the Bank delivering such certificate, which certificate shall be binding and conclusive in the absence of demonstrable error, specifying the period (prior to the date of such certificate) during which the cost set forth therein was incurred by such Bank and stating (i) that such amount represents the actual cost, or, if an accurate calculation of such cost is impracticable stating that such amount represents such Bank’s reasonable estimate of the actual cost, incurred by such Bank during such period as a result of the application of such reserve, liquid asset or similar requirements in an amount equal to such Bank’s Foreign Currency Loans during such period and specified in such certificate and (ii) that the amount set forth therein does not in any event exceed the amount obtainable utilizing such reserves prescribed for such period by such Governmental Authority having jurisdiction with respect thereto; provided that the obligation of the Borrowers to pay any amounts pursuant to this subsection 2.13(d) shall apply only in the case of those Banks that give to the relevant Borrower and the Administrative Agent, no later than 3:00 P.M. (Local Time) on the day that is two Working Days prior to the applicable Borrowing Date therefor, a written notice stating that such Bank intends to demand reimbursement pursuant hereto.  A Bank which demands reimbursement of reserve costs hereunder on account of a Foreign Currency Loan made by such Bank shall deliver the certificate referred to in the preceding sentence to the relevant Borrower setting forth the items specified in clauses (i) and (ii) of the preceding sentence no later than the thirtieth day immediately following the last day of the Interest Period applicable to such Foreign Currency Loan.

(e)         Notwithstanding any other provision of this Agreement, if (A) the adoption of any law, rule or regulation after the date of this Agreement, (B) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (C) compliance by any Bank with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, shall make it unlawful for any such Bank to make or maintain any Foreign Currency Loan or to give effect to its obligations as contemplated hereby with respect to any Foreign Currency Loan, then, by written notice to the Borrowers and to the Administrative Agent:

(i)   such Bank or Banks may declare that Foreign Currency Loans (in the affected Currency or Currencies) will not thereafter (for the duration of such unlawfulness) be made by such Bank or Banks hereunder (or be continued for additional Interest Periods), whereupon any request for a Foreign Currency Loan (in the affected Currency or Currencies) or to continue a Foreign Currency Loan (in the affected Currency or Currencies, as the case may be, for an additional Interest Period) shall, as to such Bank or Banks only, be of no force and effect, unless such declaration shall be subsequently withdrawn; and

(ii)  such Bank may require that all outstanding Foreign Currency Loans (in the affected Currency or Currencies), made by it be converted to ABR Loans or Eurocurrency Loans denominated in Dollars, as the case may be (unless repaid by the Borrowers), in which event all such Foreign Currency Loans (in the affected Currency or Currencies) shall be converted to ABR Loans or Eurocurrency Loans denominated in Dollars, as the case may be, as of the effective date of such notice as provided in paragraph (f) below and at the Exchange Rate on the date of such conversion or, at the option of the Borrower, repaid on the last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective.

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In the event any Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the converted Foreign Currency Loans of such Bank shall instead be applied to repay the ABR Loans or Loans denominated in Dollars, as the case may be, made by such Bank resulting from such conversion.

(f)   For purposes of subsection 2.13(e), a notice to a Borrower by any Bank shall be effective as to each Foreign Currency Loan made by such Bank, if lawful, on the last day of the Interest Period currently applicable to such Foreign Currency Loan; in all other cases such notice shall be effective on the date of receipt thereof by such Borrower.

(g)  The obligations of the parties under this subsection 2.13 shall survive termination of this Agreement and payment of the Loans.

(h)  For purposes of this subsection 2.13, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall be deemed to have been introduced and adopted after the date of this Agreement.  Notwithstanding the foregoing, no Bank shall be entitled to seek compensation for costs imposed pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel III if it shall not be the general policy of such Bank at such time to seek compensation from other investment grade borrowers with the same or similar ratings under yield protection provisions in credit agreements with such borrowers that provide for such compensation and the applicable Bank is in fact generally seeking such compensation from such borrowers (and, upon any request by such Bank for payment, certifies to the Borrower to the effect of the foregoing).

2.14      Indemnity.  Each Borrower agrees to indemnify each Bank and to hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of (a) default by such Borrower in payment of the principal amount of or interest on any Loan by such Bank, including, but not limited to, any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its Loans hereunder, (b) default by such Borrower in making a borrowing, conversion or continuance after such Borrower has given a notice in accordance with subsection 2.1, 2.2 or 2.9, (c) default by such Borrower in making any prepayment after such Borrower has given a notice in accordance with subsection 2.5 or 2.6 or (d) the making by such Borrower of a prepayment of a Committed Rate Loan (other than an ABR Loan), a Bid Loan or, to the extent agreed to by the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan, a Negotiated Rate Loan on a day which is not the last day of an Interest Period with respect thereto (with respect to Committed Rate Loans) or the maturity date therefor (with respect to Bid Loans) or any agreed date (with respect to Negotiated Rate Loans), including, but not limited to, any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its Loans hereunder.  This covenant shall survive termination of this Agreement and payment of the outstanding Loans.  A certificate as to any amount payable pursuant to the foregoing shall be submitted by such Bank (and executed by an officer thereof) to the relevant Borrower, setting forth the computation of such amounts in reasonable detail, and shall be conclusive in the absence of manifest error.

2.15    Non-Receipt of Funds by the Administrative Agent.  With respect to all Loans except Negotiated Rate Loans, unless the Administrative Agent shall have been notified by the relevant Borrower prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that such Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in

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reliance upon such assumption (but shall not be required to) make available to each Bank on such payment date an amount equal to the portion of such assumed payment to which such Bank is entitled hereunder, and if such Borrower has not in fact made such payment to the Administrative Agent, such Bank shall, on demand, repay to the Administrative Agent the amount made available to such Bank together with interest thereon in respect of each day during the period commencing on the date such amount was made available to such Bank and ending on (but excluding) the date such Bank repays such amount to the Administrative Agent, at a rate per annum equal to the applicable Overnight Rate.  A certificate of the Administrative Agent submitted to the relevant Bank with respect to any amount owing under this subsection 2.15 shall be conclusive absent manifest error.

2.16      Extension of Termination Date.  (a)  No later than 30 days prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing at the time such request is submitted, the Borrowers may request an extension of such Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Bank.  If, within 30 days of their receipt of an Extension Request, the Majority Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, the Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this subsection 2.16 shall be for a maximum of 364 days and (ii) the Commitment of any Bank which does not consent in writing to such extension within 30 days of its receipt of such Extension Request (an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to as the “Commitment Expiration Date” with respect to such Objecting Bank).  If, within 30 days of their receipt of an Extension Request, the Majority Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request, the Termination Date shall not be extended pursuant to such Extension Request.  The Administrative Agent shall promptly notify (x) the Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (y) the Borrowers and any other Bank of any Bank which becomes an Objecting Bank.  No Bank has an obligation to extend its Commitment pursuant to this subsection 2.16 except in its sole discretion.

(b)  Any Objecting Bank the Commitment of which shall expire prior to any extended Termination Date shall, subject to subsection 2.16(c), have its Committed Rate Loans repaid in full by the applicable Borrower(s) on such expiration date, together with accrued interest thereon, and shall have any accrued and unpaid commitment fee or other amount payable to it hereunder paid on the first date to occur following such expiration date on which the fees referred to in subsection 2.4(a) or other amounts are payable to the non-Objecting Banks or, if such fees or other amounts shall be so payable on such expiration date, such unpaid commitment fee and other amount shall be paid on such expiration date.

(c)  The Borrowers shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the Objecting Banks in accordance with subsection 2.6, to prepay in full the Committed Rate Loans of the Objecting Banks, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee or other amounts payable to it hereunder and/or, upon giving not less than three Working Days’ notice to the Objecting Banks and the Administrative Agent, to cancel the whole or part of the Commitments of the Objecting Banks (but only if after giving effect to such cancellation or prepayment the aggregate principal amount of outstanding Loans does not exceed the Total Commitments), provided that during the period from the Closing Date through March 30, 2021, and, commencing on March 31, 2021, during each one-year period thereafter to and including the Termination Date (each, a “Deal Year”), the aggregate Commitments of Banks which are terminated pursuant to this subsection 2.16(c) and are not replaced during such Deal Year pursuant to subsection 2.19

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shall not exceed 33-1/3% of the aggregate Commitments in effect on the first day of such Deal Year of Banks which were not Objecting Banks on such first day.

2.17      Indemnified Taxes.  (a)  Except as required by applicable law, all payments made under this Agreement shall be made without set-off, counterclaim, restriction or condition and free and clear of, and without reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature whatsoever, now or hereafter imposed, levied, collected, withheld or assessed by any governmental or other regulatory authority charged with the administration thereof with respect to any amount that is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes) imposed by the United States or similar taxes imposed by a political subdivision or taxing authority thereof or therein, (ii) in the case of any Foreign Bank, any taxes imposed by the United States by means of withholding at the source unless such Bank has provided the Borrowers and the Administrative Agent with the documents it is required to provide to them under subsection 2.17(c) or such tax is imposed by reason of a change in United States law (other than FATCA described in clause (vi)) after the date the Bank becomes a party to this Agreement, (iii) taxes that would not have been imposed on such Bank but for the existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by virtue of such Bank having executed, delivered or performed its obligations or received a payment under, or enforced this Agreement), (iv) taxes that are attributable to such Bank’s failure to comply with the requirements of subsection 2.17(c), subsection 2.17(d) or subsection 2.17(f), (v) any taxes imposed upon a Non-Qualifying Bank (as defined in subsection 2.17(e)) pursuant to the Luxembourg laws of 21 June, 2005 implementing the European Union Savings Directive (Council Directive 2003/48/EC) and several agreements concluded with certain dependent or associated territories, providing for the possible application of a withholding tax, as in effect as of the date hereof, other than any taxes which can be avoided pursuant to an exchange of information and for which such information is available to the Borrower, and (vi) any withholding imposed pursuant to FATCA  (such non-excluded taxes being called “Indemnified Taxes”).  If any Indemnified Taxes are required to be withheld from any amounts so payable to the Administrative Agent, or any Bank hereunder, as determined in good faith by the applicable Withholding Agent, (i) such amounts shall be paid to the relevant Government Authority in accordance with applicable law and (ii) the amounts so payable by the applicable Borrower shall be increased to the extent necessary to yield to such Bank (after payment of all Indemnified Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement as if such withholding or deduction had not been made.  Whenever any Indemnified Taxes are payable by any Borrower, as the case may be, as promptly as possible thereafter such Borrower, as the case may be, shall send to the Administrative Agent, for its own account, or for the account of the affected Bank, a certified copy of the original official receipt, if any, or other documentary evidence received by such Borrower showing payment thereof.  If (i) such Borrower fails to pay any Indemnified Taxes when due to the appropriate taxing authority, (ii) such Borrower fails to remit to the Administrative Agent the required receipts or other required documentary evidence, or (iii) as a result of a failure listed in (i) directly above, any Indemnified Taxes are imposed directly upon the Administrative Agent, or any Bank, such Borrower shall indemnify the Administrative Agent, or such Bank, as the case may be, for any Indemnified Taxes and interest or penalties with respect thereto that may become payable by the Administrative Agent, or such Banks, as the case may be, as a result of any such failure, in the case of (i) or (ii), or any such direct imposition, in the case of (iii).

(b)  If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee or other amounts payable to it hereunder and/or on giving not less than three Business Days’ notice to any such

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Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (but only if after giving effect to such cancellation or prepayment the aggregate principal amount of outstanding Loans does not exceed the Total Commitments).

(c)  At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees (it being understood that the requirements of this sentence may be waived by the Administrative Agent and the Borrowers acting together and in their sole discretion) that it will deliver to each Borrower and the Administrative Agent either (A) in the case of a Domestic Bank, two duly completed copies of United States Internal Revenue Service (“IRS”) Form W-9 (or any successor form), (B) in the case of a Foreign Bank, two duly completed copies of IRS Form W-8BEN-E (including, as applicable, a letter in duplicate in substantially the form of Exhibit J), Form W-8ECI (including, as applicable, a letter in duplicate in substantially the form as Exhibit K) or Form W-8IMY, as the case may be, (or any applicable successor forms) together with any applicable underlying IRS forms certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or withholding of any United States Federal income taxes or (C) in the case of a Bank claiming exception under Sections 871(h) or 881(c) of the Code, a Certificate of Non-Bank Status (in substantially the form as the applicable Exhibit P) together with two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax; and, in addition to the forms documents and certifications described in clauses (A), (B) and (C), any other form prescribed by applicable requirements of United States Federal income tax law as a basis for claiming a complete exemption from United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirement of Law to permit the relevant Borrower and the Administrative Agent to determine the withholding or deduction required to be made.  Each Bank (including, without limitation, each Transferee) agrees (for the benefit of the Administrative Agent and the Borrowers (it being understood that the requirements of this sentence may be waived by the Administrative Agent and the Borrowers acting together and in their sole discretion)), to provide the Administrative Agent and the Borrowers a new letter or a new Certificate of Non-Bank Status, if applicable, and Form W-8BEN or W-8BEN-E, Form W‑8ECI or Form W-8IMY, or successor applicable form or other manner of certification, (x) in the case of a Transferee, on or before the date it becomes party to this Agreement, (y) on or before the date that any such letter, form or document expires or becomes obsolete or  promptly after the occurrence of any event requiring a change in the most recent letter, form or document previously delivered by it, certifying in the case of a Form W-8BEN, W-8BEN-E, W‑8ECI or W-8IMY that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8BEN or W-8BEN-E establishing exemption from United States backup withholding tax, and (z) promptly after the date the relevant Borrower or the Administrative Agent reasonably requests any form of document referred to in this subsection 2.17(c); provided,  however, that if a Bank is unable to provide a letter, form, certificate, successor or other document described in this sentence by reason of a change in the applicable law occurring after the date on which such letter, form, certificate, successor or other document originally was required to be provided by such Bank, then such Bank shall be required to comply with this sentence to the extent permitted under such applicable law, and the letter, form, certificate, successor or other document provided in accordance with this proviso (if any) shall certify that such Bank is entitled to receive payments under this Agreement at the lowest rate of deduction, withholding or backup withholding to which it is entitled under such applicable law.  The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank, N.A.

(d)         A Bank that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably

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requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Bank is legally entitled to complete, execute and deliver such documentation and in such Bank’s judgment such completion, execution or submission would not materially prejudice the legal or commercial position of such Bank.

(e)         Each Bank (including, without limitation, each Transferee) shall represent that (i) it is neither an individual resident in a Member State of the European Union or in certain of the territories dependent on or associated with certain Member States (i.e., Aruba, the British Virgin Islands, Curaçao, Guernsey, the Isle of Man, Jersey, Montserrat and Sint Maarten), nor a person charged with collecting the payments derived from the Loans on behalf of such an individual and (ii) it is not an entity established in a Member State of the European Union or in one of the aforementioned territories dependent on or associated with certain Member States or, when it is such an entity, that (A) it is an entity with legal personality under the laws of the jurisdiction of its incorporation, organization or formation other than a Finnish Avoin Yhtiö or a Finnish Kommandiittiyhtiö or a Swedish Handelsbolag or a Swedish Kommanditbolag, (B) it is an entity which profits are taxed under the general rules for the taxation of enterprises applicable in the jurisdiction in which it is a resident or deemed to be a resident, (C) it is a UCITS (undertaking for collective investment in transferable securities) authorized under the EC Directive 85/611/EEC or (D) none of its members are  individuals resident in a Member State of the European Union or the abovementioned territories dependent on or associated with certain Member States; provided,  however, that any Bank that is or becomes unable to make such representation shall promptly deliver notice of such inability to the Borrower and the Administrative Agent (such Bank a “Non-Qualifying Bank”).

(f)  If a payment made to a Bank under this Agreement would be subject to United States federal withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including, without limitation, those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to the relevant Borrower or the Administrative Agent, at the time or times prescribed by applicable law and at such time or times reasonably requested by such Borrower or the Administrative Agent, such documentation prescribed by applicable law (including, without limitation, as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Bank has or has not complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g)  To the extent that, as determined by the Administrative Agent, or any Bank in its sole discretion and without any obligation to disclose its tax records, Indemnified Taxes have been irrevocably utilized by the Administrative Agent, or such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is consistent with its overall tax policies, the Administrative Agent, or such Bank shall pay to the relevant Borrower, an amount equal to such reduction obtained to the extent of such increased amounts paid by such Borrower to the Administrative Agent, or such Bank as aforesaid; provided, that such Borrower, upon the request of the Administrative Agent, or such Bank, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, or such Bank in the event such Governmental Authority determines that the Administrative Agent or such Bank was not entitled to such credit or deduction.

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The obligations of the parties under this subsection 2.17 shall survive termination of this Agreement and payment of the Loans.

2.18      Confirmations.  The Administrative Agent shall, within 15 days following the last day of each calendar quarter (each such period being a “Report Period”), furnish to the Borrowers a written account with respect to all amounts outstanding under the Loan Accounts as at the last day of such Report Period, including an accounting setting forth, for such Report Period the amounts of principal, interest and other sums paid and payable hereunder.  The Borrowers shall, within 15 days following receipt of such written account, notify the Administrative Agent of any discrepancies between such written account and the Borrowers’ records or, if no such discrepancies exist, furnish written confirmation to the Administrative Agent of the accuracy of such written account.  Upon any Bank’s request, the Administrative Agent shall furnish to each Bank a copy of such written account together with the Borrowers’ response thereto.

2.19      Replacement of Cancelled Banks.  The Borrowers may designate one or more financial institutions to act as a Bank hereunder in place of any Cancelled Bank, and upon the Borrowers, each such financial institution and the Administrative Agent executing a writing substantially in the form of Exhibit L, such financial institution shall become and be a Bank hereunder with all the rights and obligations it would have had if it had been named on the signature pages hereof, and having for all such financial institutions an aggregate Commitment no greater than the whole, or such cancelled part, of the Commitment of the Cancelled Bank in place of which such financial institutions were designated; provided,  however, that all rights and obligations of such Cancelled Bank relating to the Loans made by such Cancelled Bank that are outstanding on the date of such cancellation shall be the rights and obligations of such Cancelled Bank and not of any such financial institution.  The Administrative Agent shall execute any such writing presented to it and shall notify the Banks of the execution thereof, the name of the financial institution executing such writing and the amount of its Commitment.

2.20      Commitment Increases.  (a)  At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”).  Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f).  If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below.  No Bank has an obligation to increase its Commitment pursuant to this subsection 2.20 except in its sole discretion.

(b)  Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”),

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whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000.

(c)  Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank.

(d)  The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto.

(e)  (i)  Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments).  On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date.

(ii)        In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages.

(iii)       In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages.

(f)   Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed

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$3,500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion.

(g)  The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to such Bank and its registered assigns, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

2.21      Pricing Determinations.  The Administrative Agent shall determine the Applicable Margin from time to time in accordance with the provisions set forth below:

The “Eurocurrency Margin” is a rate per annum equal to the Credit Default Swap Spread at the applicable date of determination specified below, subject to a minimum rate of 0.25% per annum and a maximum rate of 1.00% per annum.  The Eurocurrency Margin applicable to any Eurocurrency Loans for any Interest Period will be determined based on the Credit Default Swap Spread in effect as of three Business Days prior to the commencement of such Interest Period; provided that if such Interest Period is a period greater than three months, the applicable Eurocurrency Margin shall be redetermined at the end of each successive three-month period during such Interest Period.

The “ABR Margin” applicable at all times during any Calendar Quarter (or shorter period commencing on the Closing Date and ending on the last day of the Calendar Quarter in which the Closing Date occurs) is a rate per annum equal to the excess, if any, of the Eurocurrency Margin determined on the first Business Day of such Calendar Quarter (or shorter period) over 1.00% per annum (but not less than 0%).

The “Credit Default Swap Spread” shall mean, at any Determination Date, the credit default swap spread applicable to Index Debt of the Company based on the credit default swap spread shown for a one-year period, determined as of the close of business on the Business Day immediately preceding such Determination Date, as reported and interpolated by Markit or any successor thereto.

If at any time the Credit Default Swap Spread is unavailable, the Company and the Banks shall negotiate in good faith (for a period of up to thirty days after the Credit Default Swap Spread becomes unavailable (such thirty-day period, the “Negotiation Period”)) to agree on an alternative method for establishing the Eurocurrency Margin and the ABR Margin.  The Eurocurrency Margin and the ABR Margin at any date of determination thereof in accordance with the preceding provisions of this Section which falls during the Negotiation Period shall be based upon the then most recently available quote of the Credit Default Swap Spread.  If no such alternative method is agreed upon during the Negotiation Period, the Eurocurrency Margin and the ABR Margin at any date of determination subsequent to the end of the Negotiation Period shall be a rate per annum equal to 1.00% and 0.00%, respectively.

2.22      Markit Data.  (a)  JPMorgan Chase Bank, N.A., in any capacity, whether in an individual capacity or as Administrative Agent or Bank or otherwise, shall receive data from Markit with respect to the Credit Default Swap Spread and agrees in such capacity to provide to Designated Users identified by each Bank and the Company (and, if JPMorgan Chase Bank, N.A. is not the Administrative Agent, the Administrative Agent) such data, including any accompanying written notice or supporting information from Markit (together, the “Markit Data”), via email, log-in or other means of communication at the discretion of JPMorgan Chase Bank, N.A.  JPMorgan Chase Bank, N.A. shall have all of the rights, benefits and protections of the Administrative Agent provided for in Section 9 when acting in such capacity with respect to the provision of any Markit Data.

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For the avoidance of doubt, any Designated User shall only access and use the Markit Data for the purposes as specified in this Agreement on behalf of the Borrowers, the respective Bank or, if applicable, the Administrative Agent and shall be required by the Borrowers, such Bank, and if applicable, the Administrative Agent, to comply with the terms of this subsection 2.22.  The Borrowers, each Bank, and if applicable, the Administrative Agent, hereby agrees, without limiting Markit’s or JPMorgan Chase Bank, N.A.’s other rights and remedies, that it is responsible for and liable for any breach of any of the provisions of this subsection 2.22 by its respective Designated Users.

(b)         Each Borrower and each Bank acknowledges that all copyright, database rights, trade marks, patents, rights of privacy or publicity and other proprietary or intellectual property rights (including all models, software, data and any materials) comprised in all or any of the Markit Data, or their provision, and all enhancements, modifications or additional services thereto, are and will be the exclusive property of Markit.  Except as provided for under this Agreement, each of the Borrowers and each Bank agrees that it will not use the same (including copying, reverse engineering or, except as otherwise required by law or regulation, disclosing it to any Person, for any purpose whatsoever) and will not remove or deface any trademarks associated with the Markit Data.  Each Bank acknowledges that the Markit Data was developed, compiled, prepared, revised, selected and arranged by Markit and others (including certain information sources (each a “Data Provider”)) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and constitute valuable intellectual property and trade secrets of Markit.  Each Borrower and each Bank shall make reasonable efforts to comply, at Markit’s expense, with all reasonable written requests made by JPMorgan Chase Bank, N.A. (upon Markit’s reasonable written requests to JPMorgan Chase Bank, N.A.) to protect any contractual, statutory and common law rights in the Markit Data.

(c)         Each Borrower and each Bank acknowledges that none of Markit, JPMorgan Chase Bank, N.A., their respective affiliates or any Data Provider makes any warranty, express or implied, as to the accuracy or completeness of the Markit Data or as to the results to be attained by any Borrower or any Bank or others from the use of the Markit Data.  Each Borrower and each Bank hereby acknowledges that there are no express or implied warranties of title, merchantability or fitness for a particular purpose or use, and that it has not relied upon any warranty, guaranty or representation made by Markit, JPMorgan Chase Bank, N.A., their respective affiliates or any Data Provider.

(d)         Neither Markit and its affiliates (except in the event of fraud, gross negligence or willful misconduct on part of Markit or its affiliates) nor any Data Provider nor JPMorgan Chase Bank, N.A. and its affiliates shall in any way be liable to the Borrowers, any Bank or any client of any Bank for any inaccuracies, errors or omissions, regardless of cause, in the Markit Data provided hereunder or for any damages (whether direct or indirect) resulting therefrom.  Without limiting the foregoing, Markit and JPMorgan Chase Bank, N.A. shall have no liability whatsoever to any Borrower or any Bank or client of a Bank, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by any Borrower, such Bank or client as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by such Bank or any client of such Bank, based on the Markit Data.  To the extent permitted by law, neither Markit nor JPMorgan Chase Bank, N.A. nor their respective affiliates shall be liable for any loss of profits or revenue or any indirect or consequential losses or damages whatsoever incurred, whether or not it has been advised in advance of the possibility of any such loss.

(e)         Each Bank acknowledges that it or its employees may, in the course of performing such Bank’s responsibilities under this Agreement, be exposed to or acquire information which is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality.  Each Borrower acknowledges that it or its employees may be exposed to or acquire

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information which is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality.  Markit’s and such third parties’ confidential information means the Markit Data and any related materials provided by Markit through JPMorgan Chase Bank, N.A. to each Borrower, each Bank and the Administrative Agent under this Agreement.  Each Bank agrees to hold Markit’s and such third parties’ confidential information in confidence to the same extent and in the same manner as such Bank is required to hold Borrower’s information confidential pursuant to subsection 10.7 hereof and agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such confidential information may not be used for any other purposes except as contemplated herein.  Each Borrower also agrees to be bound by the requirements of the immediately preceding sentence in the same manner as if were a Bank solely for purposes of subsection 10.7 hereof.  It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that JPMorgan Chase Bank, N.A. shall be entitled to injunctive relief to restrain any such breach, threatened or actual.  Notwithstanding anything herein to the contrary, the Borrowers, the Banks and the Administrative Agent are entitled to disclose and use the Markit Data in the normal course of their business as it relates to the Agreement, including but not limited to disclosing such information to regulators, ratings agencies, league table providers and prospective assignees and participants.

(f)         Each Borrower acknowledges that each of JPMorgan Chase Bank, N.A. and the other Banks from time to time may conduct business with and may be a shareholder of Markit and that each of JPMorgan Chase Bank, N.A. or the other Banks may have from the time to time the right to appoint one or more directors to the Board of Directors of Markit.

2.23      Defaulting Banks.  (a)  Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank:

(b)         fees shall cease to accrue on the Available Commitment of such Defaulting Bank pursuant to subsection 2.4(a);

(c)         the Commitment and Loans of such Defaulting Bank shall not be included in determining whether all Banks, the Majority Banks or the Required Banks have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to subsection 10.1); provided that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank; and

(d)         any amount payable to such Defaulting Bank hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to subsection 10.6 but excluding subsection 2.19) shall, in lieu of being distributed to such Defaulting Bank, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent, in the following order of priority:  (i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder, (ii) second, to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement and (iii) third, if so determined by the Administrative Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Bank in respect of any Loans under this Agreement.

The rights and remedies against a Defaulting Bank under this subsection 2.23 are in addition to other rights and remedies that the Borrowers may have against such Defaulting Bank.

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In the event and on the date that the Administrative Agent and the Company each agree that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then such Bank shall purchase at par such of the Loans of the other Banks (other than Competitive Loans) as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Commitment Percentage and such Bank shall no longer be a Defaulting Bank; provided, that subject to subsection 10.15, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a Non-Defaulting Bank as a result of such Non-Defaulting Bank’s increased exposure following such reallocation.

2.24      Judgment Currency.  (a)  If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b)         The obligations of the Borrowers in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrowers as a separate obligation and notwithstanding any such judgment, agrees to indemnify the Applicable Creditor against such loss.  The obligations of the Borrowers contained in this subsection 2.24 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

2.25      Foreign Currency Exchange Rate.  (a)  No later than 1:00 P.M., London time, on each Calculation Date with respect to a Foreign Currency, the Foreign Currency Agent shall determine the Exchange Rate as of such Calculation Date with respect to such Foreign Currency (it being acknowledged and agreed that the Foreign Currency Agent shall use such Exchange Rate for the purposes of determining compliance with subsection 2.1 with respect to such borrowing request).  The Exchange Rates so determined shall become effective on the relevant Calculation Date, shall remain effective until the next succeeding Calculation Date and shall for all purposes of this Agreement (other than subsection 2.13(e) and subsection 2.24(a)) be the Exchange Rates employed in converting any amounts between Dollars and Foreign Currencies.

(b)        No later than 5:00 P.M., London time, on each Calculation Date, the Foreign Currency Agent shall determine the aggregate amount of the Dollar Equivalents of the principal amounts of the Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency Loans to be made or repaid on such date).

(c)        The Administrative Agent shall promptly notify the Borrowers of each determination of an Exchange Rate hereunder.

2.26      [Reserved].

2.27      Capital Corporation Guaranty. In order to induce the Banks to make Loans to JD Luxembourg, the Capital Corporation hereby unconditionally and irrevocably guarantees to the

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Administrative Agent, for the ratable benefit of the Banks and their respective successors, indorsees, transferees and assigns, the prompt and complete payment by JD Luxembourg when due (whether at the stated maturity, by acceleration or otherwise) of the Luxembourg Obligations.

The Capital Corporation waives promptness, diligence, presentment to, demand of payment from and protest to JD Luxembourg of any Luxembourg Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment.  The obligations of the Capital Corporation hereunder shall be absolute and unconditional and not be affected by (a) the failure of any Bank or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against JD Luxembourg under the provisions of this Agreement or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any other agreement; (c) the failure of any Bank to exercise any right or remedy against JD Luxembourg; (d) the invalidity or unenforceability of this Agreement; or (e) any other circumstance which might otherwise constitute a defense available to or discharge of JD Luxembourg (other than payment).

The Capital Corporation further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of JD Luxembourg or any other Person.

The obligations of the Capital Corporation hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Luxembourg Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of the Capital Corporation hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Bank to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Luxembourg Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Capital Corporation or otherwise operate as a discharge of the Capital Corporation as a matter of law or equity.

The Capital Corporation further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Luxembourg Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Bank upon the bankruptcy or reorganization of JD Luxembourg or otherwise.

In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Bank may have at law or in equity against the Capital Corporation by virtue hereof, upon the failure of JD Luxembourg to pay any Luxembourg Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Capital Corporation hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Luxembourg Obligation.  In the event that, by reason of the bankruptcy of JD Luxembourg, (i) acceleration of Loans made to JD Luxembourg is prevented and (ii) the Capital Corporation shall not have prepaid the outstanding Loans and other amounts due hereunder owed by JD Luxembourg, the Capital Corporation will forthwith purchase such Loans at a price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto.  The Capital Corporation further agrees that if payment in respect of any Luxembourg Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York and if, by reason of any change in law, disruption of currency or foreign

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exchange markets, war or civil disturbance or similar event, payment of such Luxembourg Obligation in such currency or such place of payment shall be impossible or, in the reasonable judgment of any applicable Bank, not consistent with the protection of its rights or interests, then, at the election of any applicable Bank, the Capital Corporation shall make payment of such Luxembourg Obligation in Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York.

Notwithstanding any payment made by the Capital Corporation hereunder or any set-off or application of funds of the Capital Corporation by the Administrative Agent or any Bank, the Capital Corporation shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Bank against JD Luxembourg or any guarantee or right of offset held by the Administrative Agent or any Bank for the payment of the Luxembourg Obligations, until all amounts owing to the Administrative Agent and the Banks by JD Luxembourg on account of the Luxembourg Obligations are paid in full in cash.  If any amount shall be paid to the Capital Corporation on account of such subrogation rights at any time when all of the Luxembourg Obligations shall not have been paid in full in cash, such amount shall be held by the Capital Corporation in trust for the Administrative Agent and the Banks, segregated from its other funds, and shall, forthwith upon receipt by it, be turned over to the Administrative Agent in the exact form received by it (duly indorsed by it to the Administrative Agent, if required), to be applied against the Luxembourg Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

SECTION 3.      REPRESENTATIONS AND WARRANTIES

Each Borrower hereby represents and warrants to the Administrative Agent and to each Bank that:

3.1  Financial Condition.  The consolidated balance sheet of such Borrower and its consolidated Subsidiaries as of November 3, 2019 and the related consolidated statements of income and of cash flow for the fiscal year then ended (including the related schedules and notes) reported on by Deloitte & Touche LLP, copies of which have heretofore been furnished to each Bank, fairly present the consolidated financial condition of such Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal year then ended.  All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with generally accepted accounting principles in the United States of America applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein).

3.2  Corporate Existence.  Such Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its properties and to conduct the business in which it is currently engaged.

3.3  Corporate Power; Authorization; Enforceable Obligations.  Such Borrower has the corporate power and authority and the legal right to execute, deliver and perform this Agreement and to borrow hereunder and has taken all necessary corporate action to authorize its borrowings on the terms and conditions of this Agreement and to authorize its execution, delivery and performance of this Agreement.  No consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority, is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement other than any such consents, authorizations, filings or acts as have been obtained, taken or made and are in full force and effect.  This Agreement has been duly executed and delivered on behalf of such Borrower, and this Agreement constitutes a legal, valid and binding obligation of such Borrower enforceable against such Borrower in

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accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equity principles (whether enforcement is sought by proceedings in equity or at law).

3.4  No Legal Bar.  The execution, delivery and performance of this Agreement, the borrowings hereunder and the use of the proceeds thereof, will not violate any Requirement of Law or any Contractual Obligation of such Borrower, and will not result in, or require, the creation or imposition of any lien on any of its properties or revenues pursuant to any Requirement of Law or Contractual Obligation.

3.5  No Material Litigation.   No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Borrower, threatened by or against such Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues except actions, suits or proceedings which will not materially adversely affect the ability of such Borrower to perform its obligations hereunder.  All of the defaults, if any, of such Borrower or any of its Subsidiaries with respect to any order of any Governmental Authority do not, and will not collectively, have a material adverse effect on the business, operations, property or financial or other condition of such Borrower and its Subsidiaries taken as a whole.

3.6  Taxes.  Each of such Borrower and its Subsidiaries has filed or caused to be filed all tax returns which, to the knowledge of such Borrower, are required to be filed (except where the failure to file such tax returns would not have a material adverse effect on the business, operations, property or financial or other condition of such Borrower and its Subsidiaries taken as a whole), and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than assessments, taxes, fees and other charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Borrower or its Subsidiaries, as the case may be).

3.7  Margin Regulations.  No part of the proceeds of any Loan hereunder will be used for any purpose which violates the provisions of Regulation U of the Board as now and from time to time hereafter in effect.

3.8  Use of Proceeds.  The proceeds of the Loans will be used by such Borrower for its general corporate purposes, which shall include, but shall not be limited to, any purchase or other acquisition of all or a portion of the debt or stock or other evidences of ownership of such Borrower or the assets or stock or other evidences of ownership of any other Person or Persons.

3.9  Sanctions Laws and Regulations.  None of the Borrowers or their respective Subsidiaries is a Designated Person, nor, to the best of each Borrower’s knowledge, are any of its directors or officers or any directors or officers of its Subsidiaries.  Each of the Borrowers 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 Borrowers and their 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 each Borrower and each of their Subsidiaries, including any use of the proceeds of this Agreement. Neither the Borrower nor any of its Subsidiaries will directly or to its knowledge indirectly use the proceeds of the Loans in violation of any Sanctions Laws and Regulations or any Anti-Corruption Laws.

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3.10      Beneficial Ownership Certification.  As of the Closing Date, to the knowledge of such Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Bank in connection with this Agreement is true and correct in all material respects.

SECTION 4.      CONDITIONS PRECEDENT

4.1  Conditions to Initial Loan.  The obligation of each Bank to make its initial Loan hereunder is subject to the satisfaction of the following conditions precedent:

(a)  Counterparts.  The Administrative Agent shall have received counterparts hereof, executed by all of the parties hereto.

(b)  Resolutions.  The Administrative Agent shall have received, with a counterpart for each Bank, resolutions, certified by the Secretary or an Assistant Secretary of each Borrower (or in the case of JD Luxembourg, a certificate of directors of JD Luxembourg), in form and substance satisfactory to the Administrative Agent, adopted by the Board of Directors of such Borrower authorizing the execution of this Agreement and the performance of its obligations hereunder and any borrowings hereunder from time to time.

(c)  Legal Opinions.  The Administrative Agent shall have received, with a counterpart for each Bank, an opinion of Mary K.W. Jones, Esq., or her successor as General Counsel of the Company, an associate general counsel of the Company, or any other legal counsel of the Company reasonably acceptable to the Administrative Agent, dated the Closing Date and addressed to the Administrative Agent and the Banks, substantially in the form of Exhibit G, and an opinion of Kirkland & Ellis LLP, special counsel to the Borrowers, dated the Closing Date and addressed to the Administrative Agent and the Banks, substantially in the form of Exhibit H.  Such opinions shall also cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent shall reasonably require.

(d)  Incumbency Certificate.  The Administrative Agent shall have received, with a counterpart for each Bank, a certificate of the Secretary or an Assistant Secretary of each Borrower (or in the case of JD Luxembourg, a certificate signed by two directors of JD Luxembourg) certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, together with evidence of the incumbency of such Secretary or Assistant Secretary (or in the case of JD Luxembourg, of such directors).

(e)  Termination of Existing Credit Agreements.  The Administrative Agent shall have received evidence satisfactory to it that the commitment of each financial institution to make loans pursuant to (i) the $2,800,000,000 364-Day Credit Agreement, dated as of April 1, 2019, among the Company, the Capital Corporation, JD Luxembourg, the lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, (ii) the $2,500,000,000 2023 Credit Agreement, dated as of April 1, 2019, among the Company, the Capital Corporation, JD Luxembourg, the lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent and (iii) the $2,500,000,000 2024 Credit Agreement, dated as of April 1, 2019, among the Company, the Capital Corporation, JD Luxembourg, the lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, shall have been terminated in full and the outstanding principal amount of the indebtedness thereunder and all other amounts owing to any bank thereunder shall have been repaid or paid by the Borrowers.

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(f)   No Material Adverse Change Certificate.  The Administrative Agent shall have received concurrently with the execution of this Agreement, with a counterpart for each Bank, a certificate of a Responsible Officer for each of the Company and the Capital Corporation dated the date of this Agreement certifying that since November 3, 2019, at the date of such certificate there has been no material adverse change in the business, property, operations, condition (financial or otherwise) or prospects of such Borrower and its Subsidiaries, taken as a whole.

(g)  Fees.  The Administrative Agent shall have received, for the accounts of the Banks and the Administrative Agent, and each Agent shall have received, for the account of such Agent, all accrued fees and expenses owing hereunder or in connection herewith to the Banks and the Agents to be received on the Closing Date.

(h)  Beneficial Ownership Certification.  To the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three days prior to the Closing Date, any Bank that has requested, in a written notice to the Borrowers at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Bank of its signature page to this Agreement, the condition set forth in this subsection 4.1(h) shall be deemed to be satisfied).

(i)   Additional Matters.  All other documents which the Administrative Agent may reasonably request in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

4.2  Conditions to All Loans.  The obligation of each Bank to make any Loan (which shall include the initial Loan to be made by it hereunder but shall not include any Loan made pursuant to subsection 2.20(e)(ii) or (iii) if, after the making of such Loan and the application of the proceeds thereof, the aggregate outstanding principal amount of the Committed Rate Loans would not be increased) to be made by it hereunder on any Borrowing Date is subject to the satisfaction of the following conditions precedent:

(a)  Representations and Warranties.  The representations and warranties made by the Borrowers herein or which are contained in any certificate, document or financial or other statement furnished by any Borrower at any time hereunder or in connection herewith (other than any representations and warranties which by the terms of such certificate, document or financial or other statement do not survive the execution of this Agreement) shall be correct on and as of the date of such Loan as if made on and as of such date except as such representations and warranties expressly relate to an earlier date.

(b)  No Default or Event of Default.  No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Loans to be made on such date and the application of the proceeds thereof.

(c)  Additional Conditions to Bid Loans.  If such Loan is made pursuant to subsection 2.2, all conditions set forth in subsection 2.2(f) shall have been satisfied.

Each acceptance by any Borrower of a Loan shall constitute a representation and warranty by the relevant Borrower as of the date of such Loan that the applicable conditions in clauses (a), (b) and (c) of this subsection 4.2 have been satisfied.

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SECTION 5.      AFFIRMATIVE COVENANTS

Each of the Borrowers (except as otherwise specified) hereby agrees that, so long as there is any obligation by any Bank to make Loans to it hereunder, any Loan of such Borrower remains outstanding and unpaid or any other amount is owing by such Borrower to any Bank or any Agent hereunder (unless the Majority Banks shall otherwise consent in writing):

5.1  Financial Statements.  Such Borrower (other than, with respect to clause (b) below, JD Luxembourg) shall furnish to each Bank:

(a)         as soon as available, but in any event within 120 days after the end of each fiscal year of such Borrower, a copy of the consolidated balance sheet of such Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of income and of cash flow for such year, reported on by (i) in the case of the Company and the Capital Corporation, Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing in the United States and (ii) in the case of JD Luxembourg, Deloitte & Touche LLP or other independent certified public accountants of recognized standing in Luxembourg or the European Union; and

(b)         as soon as available, but in any event not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of such Borrower, the condensed unaudited consolidated balance sheet of such Borrower and its consolidated Subsidiaries as at the end of each such quarter and the related unaudited consolidated statement of income of such Borrower and its consolidated Subsidiaries for such quarterly period and the portion of the fiscal year through such date, certified by a Responsible Officer of such Borrower (subject to normal year-end audit adjustments).

All such financial statements described in clause (a) or (b) above shall present fairly the consolidated financial condition and results of operations of such Borrower and its consolidated Subsidiaries and be prepared in accordance with generally accepted accounting principles in the United States of America (or, in the case of any such financial statements furnished by JD Luxembourg, international financial reporting standards in effect from time to time as applicable to JD Luxembourg, or such other accounting standards required by any applicable Luxembourg Governmental Authority) applied consistently throughout the periods reflected therein (except as approved by such accountants or officer, as the case may be, and disclosed therein).  The Company and the Capital Corporation shall be deemed to have furnished such financial statements to each Bank when they are filed with the Securities and Exchange Commission and posted on its EDGAR system, and JD Luxembourg shall be deemed to have furnished such financial statements to each Bank when they are delivered to the Administrative Agent via electronic mail or other electronic transmission.

5.2  Certificates; Other Information.  Such Borrower (other than, with respect to clause (a) below, JD Luxembourg) shall furnish to the Administrative Agent, and the Administrative Agent shall make available to each Bank:

(a)  within 10 days of the delivery of the financial statements referred to in subsections 5.1(a) and (b) above (or, if such financial statements are filed with the Securities and Exchange Commission and posted on its EDGAR system, within 10 days of the posting of such financial statements on the EDGAR system), a certificate of a Responsible Officer of such Borrower stating that (i) he has no knowledge of the occurrence and continuance of any Default or Event of Default except as specified in such certificate, in which case such certificate shall contain a description thereof and a statement of the steps, if any, which such Borrower is taking, or proposes to take, to cure the same and (ii) the financial

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statements delivered pursuant to subsection 5.1 would not be materially different if prepared in accordance with GAAP except as specified in such certificate; and

(b)  promptly, such additional financial and other information as any Bank may from time to time reasonably request.

5.3  Company Indenture Documents.  The Company shall, contemporaneously with the delivery thereof to the trustee, furnish to each Bank a copy of any information, document or report required to be filed with the trustee pursuant to subsection 7.03 of the Indenture dated as of September 25, 2008 between the Company and The Bank of New York Mellon, as trustee.  The Company shall be deemed to have furnished such information, document or report to each Bank when it is filed with the Securities and Exchange Commission and posted on its EDGAR system.

5.4  Capital Corporation Indenture Documents.  The Capital Corporation shall, contemporaneously with the delivery thereof to the trustee, furnish to each Bank a copy of any information, document or report required to be filed with the trustee pursuant to (i) subsection 7.03 of the Indenture dated March 15, 1997, between the Capital Corporation and The Bank of New York Mellon (formerly known as The Bank of New York, successor trustee to The Chase Manhattan Bank), as trustee, as supplemented by the first supplemental indenture dated as of April 21, 2011, the second supplemental indenture dated as of April 17, 2014, and the third supplemental indenture dated as of April 7, 2017, and (ii) the Subordinated Indenture dated as of September 1, 2003, between the Capital Corporation and U.S. Bank National Association, as trustee.  The Capital Corporation shall be deemed to have furnished such information, document or report to each Bank when it is filed with the Securities and Exchange Commission and posted on its EDGAR system.

5.5  Notice of Default.  Such Borrower shall promptly give notice to the Administrative Agent of the occurrence of any Default or Event of Default, which notice shall be given in writing as soon as possible, and in any event within 10 days after a Responsible Officer of such Borrower obtains knowledge of such occurrence, with a description of the steps being taken to remedy the same (provided that such Borrower shall not be obligated to give notice of any Default or Event of Default which is remedied prior to or within 10 days after a Responsible Officer of such Borrower first acquires such knowledge).  Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank thereof.

5.6  Ownership of Capital Corporation and JD Luxembourg Stock.  The Company shall continue to own, directly or through one or more wholly-owned Subsidiaries, free and clear of any lien or other encumbrance, 51% of the voting stock of (i) the Capital Corporation and (ii) JD Luxembourg for so long as JD Luxembourg is a Borrower hereunder; provided, however, that the Capital Corporation may merge or consolidate with, or sell or convey substantially all of its assets to, the Company as provided in subsection 7.4.

5.7  Employee Benefit Plans.  The Company shall maintain, and cause each of its Subsidiaries to maintain, each Plan as to which it may have liability, in compliance with all applicable requirements of law and regulations.

5.8  Compliance.  Each of the Borrowers shall comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws, rules, regulations and orders, noncompliance with which would reasonably be expected to materially adversely affect (i) the financial condition or operations of such Borrower and its consolidated Subsidiaries taken as a whole or (ii) the ability of such Borrower to perform its obligations under this Agreement.

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SECTION 6.      NEGATIVE COVENANTS OF THE COMPANY

The Company hereby agrees that, so long as there is any obligation by any Bank to make Loans hereunder, any Loan remains outstanding and unpaid or any other amount is owing to any Agent or any Bank hereunder, it shall not, nor in the case of subsections 6.2 and 6.3 shall it permit any Restricted Subsidiary to (unless the Majority Banks shall otherwise consent in writing):

6.1  Company May Consolidate, etc., Only on Certain Terms.  Consolidate with or merge with or into any other corporation or convey or transfer its properties and assets, including pursuant to a Division, substantially as an entirety to any Person, unless:

(a)  either the Company shall be the continuing corporation, or the corporation (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, Division or transfer the properties and assets of the Company substantially as an entirety shall expressly assume, by an assumption agreement, executed and delivered to the Administrative Agent, in form satisfactory to the Majority Banks, the due and punctual payment of the principal of and interest on the Loans to the Company and the performance of every covenant of this Agreement on the part of the Company to be performed or observed;

(b)  immediately after giving effect to such transaction, no Default or Event of Default, shall have happened and be continuing;

(c)  if as a result thereof any property or assets of the Company or a Restricted Subsidiary would become subject to any Mortgage not permitted by (i) through (xii) of subsection 6.2(a) or subsection 6.2(b), compliance shall be effected with the first clause of subsection 6.2(a); and

(d)  the Company and the successor Person have delivered to the Administrative Agent an officers’ certificate signed by two Responsible Officers of the Company stating that such consolidation, merger, conveyance or transfer and such assumption agreement comply with this subsection 6.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.

6.2  Limitation on Liens.  (a)  Issue, incur, assume or guarantee any debt (hereinafter in this subsection referred to as “Debt”) secured by any mortgage, security interest, pledge, lien or other encumbrance (hereinafter called “Mortgage” or “Mortgages”) upon any Important Property, or upon any shares of stock or indebtedness issued or incurred by any Restricted Subsidiary (whether such Important Property, shares of stock or indebtedness is now owned or hereafter acquired) without in any such case effectively providing, concurrently with the issuance, incurrence, assumption or guaranty of any such Debt, that the Loans and all other amounts hereunder (together with, if the Company shall so determine, any other indebtedness of or guaranty by the Company or such Restricted Subsidiary ranking equally with the Loans then existing or thereafter created) shall be secured equally and ratably with or prior to such Debt; provided, however, that the foregoing restrictions shall not apply to:

(i)          Mortgages on any property acquired, constructed or improved by the Company or any Restricted Subsidiary after the date of this Agreement which are created or assumed contemporaneously with, or within 120 days after, such acquisition, construction or improvement to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred after the date of this Agreement, or (in addition to Mortgages contemplated by clauses (ii), (iii) and (iv) below) Mortgages on any property existing at the time of acquisition thereof; provided that such Mortgages shall not apply to any Important Property theretofore owned by the Company or any Restricted Subsidiary other than, in the case of any such construction or

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improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located;

(ii)        Mortgages on any property, shares of stock, or indebtedness existing at the time of acquisition thereof from a corporation which is consolidated with or merged into, or substantially all of the assets of which are acquired by, the Company or a Restricted Subsidiary;

(iii)       Mortgages on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary;

(iv)        Mortgages to secure Debt of a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(v)         Mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Mortgages and Mortgages given to secure indebtedness incurred in connection with the financing of construction of pollution control facilities, the interest on which indebtedness is exempt from income taxes under the Code;

(vi)        any deposit or pledge of assets (1) with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Company or a Restricted Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Company or a Restricted Subsidiary, or (2) as security for the performance of any contract or undertaking not directly related to the borrowing of money or the securing of indebtedness, if made in the ordinary course of business, or (3) with any governmental agency, which deposit or pledge is required or permitted to qualify the Company or a Restricted Subsidiary to conduct business, to maintain self-insurance, or to obtain the benefits of any law pertaining to worker’s compensation, unemployment insurance, old age pensions, social security, or similar matters, or (4) made in the ordinary course of business to obtain the release of mechanics’, workmen’s, repairmen’s, warehousemen’s or similar liens, or the release of property in the possession of a common carrier;

(vii)       Mortgages existing on property acquired by the Company or a Restricted Subsidiary through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business;

(viii)      judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;

(ix)        Mortgages for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Mortgage referred to in the foregoing clauses (i) to (viii), inclusive, or in this clause (ix), provided,  however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed or replaced (plus improvements on such property);

(x)         liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s liens on property held under lease; and any other liens of a nature similar to those hereinabove described in this clause (x) which do not, in the opinion of the Company,

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materially impair the use of such property in the operation of the business of the Company or a Restricted Subsidiary or the value of such property for the purposes of such business;

(xi)        Mortgages on Margin Stock owned by the Company and its Restricted Subsidiaries to the extent such Margin Stock so Mortgaged exceeds 25% of the fair market value of the sum of the Important Property of the Company and the Restricted Subsidiaries plus the shares of stock (including Margin Stock) and indebtedness issued or incurred by the Restricted Subsidiaries; and

(xii)       Mortgages on any Important Property of, or any shares of stock or indebtedness issued or incurred by, any Restricted Subsidiary organized under the laws of Canada.

(b)  (i)  The provisions of subsection 6.2(a) shall not apply to the issuance, incurrence, assumption or guarantee by the Company or any Restricted Subsidiary of Debt secured by a Mortgage which would otherwise be subject to the foregoing restrictions up to an aggregate amount which, together with the sum of (A) all other Debt issued or incurred by the Company and its Restricted Subsidiaries secured by Mortgages (other than Mortgages permitted by subsection 6.2(a)) which would otherwise be subject to the foregoing restrictions and (B) the Attributable Debt in respect of Sale and Lease-back Transactions in existence at such time (other than Sale and Lease-back Transactions which, if the Attributable Debt in respect of such Sale and Lease-back had been a Mortgage, would have been permitted by clause (i) of subsection 6.2(a) and other than Sale and Lease-back Transactions the proceeds of which have been applied in accordance with subsection 6.3(b)) does not at the time exceed 5% of Consolidated Net Worth.

(ii)         For purposes of this Agreement, the term “Consolidated Net Worth” shall mean the aggregate of capital and surplus of the Company and its consolidated Subsidiaries, less minority interests in Subsidiaries, determined in accordance with GAAP; and the term “Attributable Debt” shall mean, as of any particular time, the present value, discounted at a rate per annum equal to the interest rate set forth in the Company’s 8-1/2% Debentures Due 2022, compounded semi-annually, of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended); the net amount of rent required to be paid for any such period shall be the total amount of the rent payable by the lessee with respect to such period, but may exclude amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges; and, in the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

(c)  If, upon any consolidation or merger of any Restricted Subsidiary with or into any other corporation, or upon any consolidation or merger of any other corporation with or into the Company or any Restricted Subsidiary or upon any sale or conveyance of the property of any Restricted Subsidiary as an entirety or substantially as an entirety to any other Person, or upon any acquisition by the Company or any Restricted Subsidiary by purchase or otherwise of all or any part of the property of any other Person, any Important Property theretofore owned by the Company or such Restricted Subsidiary would thereupon become subject to any Mortgage not permitted by the terms of subsection (a) or (b) of this subsection 6.2, the Company, prior to such consolidation, merger, sale or conveyance, or acquisition, will, or will cause such Restricted Subsidiary to, secure payment of the principal of and interest on the Loans (equally and ratably with or prior to any other indebtedness of the Company or such Subsidiary then entitled thereto) by a direct lien on all such property prior to all liens other than any liens theretofore existing thereon by an assumption agreement or otherwise.

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(d)  If at any time the Company or any Restricted Subsidiary shall issue, incur, assume or guarantee any Debt secured by any Mortgage not permitted by this subsection 6.2, to which the covenant in subsection 6.2(a) is applicable, the Company will promptly deliver to the Administrative Agent (with counterparts for each Bank):

(i)          an officers’ certificate signed by two Responsible Officers of the Company stating that the covenant of the Company contained in paragraph (a) or (c) of this subsection 6.2 has been complied with; and

(ii)         an opinion of counsel satisfactory to the Administrative Agent to the effect that such covenant has been complied with, and that any instruments executed by the Company in the performance of such covenant comply with the requirements of such covenant.

6.3  Limitations on Sale and Lease-back Transactions.  Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Transaction”) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary).  For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

6.4  Equipment Operations Debt.  Permit Equipment Operations Debt as at the end of any fiscal quarter of the Company and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Company and its consolidated Subsidiaries) to exceed 65% of the sum, at the end of each such fiscal quarter, of (i) Equipment Operations Debt plus (ii) Total Stockholders’ Equity.

SECTION 7.      NEGATIVE COVENANTS OF THE CAPITAL CORPORATION

The Capital Corporation hereby agrees that, so long as there is any obligation by any Bank to make Loans to the Capital Corporation hereunder, any Loan of the Capital Corporation remains outstanding and unpaid or any other amount is owing by the Capital Corporation to any Bank or any Agent hereunder, the Capital Corporation shall not, nor in the case of the agreements set forth in subsection 7.3 shall it permit any of its Subsidiaries to, directly or indirectly (unless the Majority Banks shall otherwise consent in writing):

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7.1  Fixed Charges Ratio.  Permit the ratio of Net Earnings Available for Fixed Charges to Fixed Charges for any fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the last quarter of any fiscal year of the Capital Corporation and its consolidated Subsidiaries) to be less than 1.05 to 1.

7.2  Consolidated Senior Debt to Consolidated Capital Base.  Permit the ratio of Consolidated Senior Debt to Consolidated Capital Base as at the end of any fiscal quarter of the Capital Corporation and its consolidated Subsidiaries (including the end of any fiscal year of the Capital Corporation and its consolidated Subsidiaries) to be more than 11 to 1.

7.3  Limitation on Liens.  Issue, incur, assume or guarantee any Debt secured by any Mortgage upon any of its property or assets, or any of the property or assets of any of its Subsidiaries (whether any such property or assets is now owned or hereafter acquired) without in any such case effectively providing, concurrently with the issuance, incurrence, assumption or guaranty of any such Debt, that the Loans and all other amounts hereunder (together with, if the Capital Corporation shall so determine, any other indebtedness of or guaranty by such Borrower or such Subsidiary ranking equally with the Loans then existing or thereafter created) shall be secured equally and ratably with or prior to such Debt; provided, however, that the foregoing restrictions shall not apply to:

(a)  Mortgages on fixed assets or other physical properties hereafter acquired to secure all or part of the purchase price thereof or the acquiring hereafter of such assets or properties subject to any existing lien or charge securing indebtedness (whether or not assumed);

(b)  easements, liens, franchises or other minor encumbrances on or over any real property which do not materially detract from the value of such property or its use in the business of the Capital Corporation or a Subsidiary of the Capital Corporation;

(c)  any deposit or pledge of assets (i) with any surety company or clerk of any court, or in escrow, as collateral in connection with or in lieu of, any bond on appeal from any judgment or decree against the Capital Corporation or a Subsidiary of the Capital Corporation, or in connection with other proceedings or actions at law or in equity by or against the Capital Corporation or a Subsidiary of the Capital Corporation or (ii) as security for the performance of any contract or undertaking not directly or indirectly related to the borrowing of money or the securing of indebtedness, if made in the ordinary course of business, or (iii) with any governmental agency, which deposit or pledge is required or permitted to qualify the Capital Corporation or a Subsidiary of the Capital Corporation to conduct business, to maintain self-insurance, or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security, or similar matters, or (iv) made in the ordinary course of business to obtain the release of mechanics’, workmen’s, repairmen’s, warehousemen’s or similar liens, or the release of property in the possession of a common carrier;

(d)  Mortgages by a Subsidiary as security for indebtedness owed to the Capital Corporation or to any other Subsidiary;

(e)  liens for taxes and governmental charges not yet due or contested by appropriate proceedings in good faith;

(f)   Mortgages existing on property acquired by the Capital Corporation or a Subsidiary of the Capital Corporation through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business;

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(g)  judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;

(h)  any Mortgage (other than directly or indirectly to secure borrowed money) if, after giving effect thereto, the aggregate principal sums secured by pledges or liens otherwise within the restrictions in clauses (a) through (h) of this subsection 7.3 do not exceed $500,000;

(i)   any Mortgage securing Securitization Indebtedness;

(j)   Mortgages on Margin Stock owned by the Capital Corporation and its Subsidiaries to the extent such Margin Stock exceeds 25% of the fair market value of property and assets of the Capital Corporation and its Subsidiaries (including Margin Stock); and

(k)  cash collateral provided to any counterparty of the Capital Corporation or to any Subsidiary of the Capital Corporation in connection with any Hedging Transaction.

7.4  Consolidation; Merger.  Merge or consolidate with, or sell or convey (including pursuant to a Division and other than a conveyance by way of lease) all or substantially all of its assets to, any other corporation, unless (a) the Capital Corporation shall be the surviving corporation in the case of a merger or the Division Successor in the case of a Division, or the surviving, resulting or transferee corporation or Division Successor (the “successor corporation”) shall be a corporation organized under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume the due and punctual performance of all of the agreements, covenants and obligations of the Capital Corporation under this Agreement by supplemental agreement satisfactory to the Administrative Agent and executed and delivered to the Administrative Agent by the successor corporation and (b) the Capital Corporation or such successor corporation, as the case may be, shall not, immediately after such merger, consolidation, Division, sale or conveyance, be in default in the performance of any such agreements, covenants or obligations; provided, however, that the Capital Corporation may merge or consolidate with, or sell or convey substantially all of its assets to, the Company, if (i) the Company is the successor corporation (as defined above) and (ii) subclause (b) above is complied with; provided further that no Division of Capital Corporation shall be permitted unless there is a Division Successor.  Upon any such merger, consolidation, sale, Division or conveyance, the successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Capital Corporation under this Agreement, with the same effect as if the successor corporation had been named as the Capital Corporation herein and therein.

SECTION 8.      EVENTS OF DEFAULT

Upon the occurrence and during the continuance of any of the following events:

(a)  A Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof or to pay any interest on any Loan, in each case within two Business Days after any such amount becomes due in accordance with the terms hereof or shall fail to pay any other amount payable hereunder within five Business Days after any such other amount becomes due in accordance with the terms thereof or hereof; or

(b)  Any representation or warranty made or pursuant to subsection 4.2 deemed made by a Borrower herein or which is contained in any material certificate, material document or material financial statement or other material statement furnished at any time under or in connection with this Agreement shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

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(c)  The Company shall default in the observance or performance of any agreement contained in subsection 5.6, 6.1 or 6.4, or the Capital Corporation shall default in the observance or performance of any agreement contained in subsections 7.1, 7.2 or 7.4; or

(d)  A Borrower shall default in the observance or performance of any agreement contained in this Agreement (other than those agreements referred to above in this Section 8), and such default shall continue unremedied for a period of 30 days after written notice thereof shall have been given to such Borrower by the Administrative Agent or any of the Banks through the Administrative Agent; or

(e)  (i)  A Borrower or any of its Significant Subsidiaries shall default in any payment of principal of or interest on any indebtedness for borrowed money (other than the Loans and any Securitization Indebtedness) in a principal amount in excess of $175,000,000 in the aggregate, or any interest or premium thereon, when due (whether at scheduled maturity or by required prepayment, acceleration, demand or otherwise) and such failure shall continue beyond the period of grace, if any, provided in the instrument or agreement under which such indebtedness was created; or (ii) any other default (other than any default arising solely out of a Borrower’s, or any of its Significant Subsidiaries’, violation of any arrangement with any Bank, or any affiliate of any Bank, in any way restricting such Borrower’s, or such Significant Subsidiary’s, right or ability to sell, pledge or otherwise dispose of Margin Stock other than Restricted Margin Stock), or any other event that with notice or the lapse of time, or both, would constitute such a default, under any agreement or instrument relating to any such indebtedness for borrowed money (other than the Loans), shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate the maturity of such indebtedness; or (iii) any such indebtedness for borrowed money shall, by reason of default, be declared to be due and payable, or required to be prepaid, prior to the stated maturity thereof (unless such indebtedness is declared due and payable, or required to be prepaid, solely by reason of any Borrower’s, or any of its Significant Subsidiaries’, violation of any arrangement with any Bank, or any affiliate of any Bank, in any way restricting such Borrower’s, or such Significant Subsidiary’s, right or ability to sell, pledge or otherwise dispose of Margin Stock other than Restricted Margin Stock); provided that, no Event of Default under this subsection 8(e) shall occur or be continuing if such failure, default or breach has been waived by the holder(s) or trustee or agent on behalf of such holder(s) of such indebtedness unless payment of such indebtedness has been accelerated and such acceleration has not been waived; or

(f)   (i)  A Borrower or any of its Significant Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or such Borrower or any of its Significant Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against a Borrower or any of its Significant Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or

(g)  Any action is undertaken to terminate any Plan as to which a Borrower, or any Subsidiary of a Borrower, may have liability, or any such Plan is terminated or such Borrower or Subsidiary withdraws from such Plan, or any Reportable Event as to any such Plan shall occur, and there shall exist a deficiency in the assets available to satisfy the benefits guaranteeable under ERISA with respect to such Plan, in the aggregate for all such Plans with respect to which any of the foregoing shall

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have occurred in the immediately preceding 12 consecutive months, of more than 25% of the Consolidated Net Worth of such Borrower and in the reasonable judgment of the Required Banks, such occurrence is reasonably expected to have a material adverse effect on the business, operations or condition (financial or otherwise) of the Borrowers; or

(h)  Any Person shall own beneficially, directly or indirectly, 30% or more of the common stock of the Company; or any Person shall have the power, direct or indirect, to vote securities having 30% or more of the ordinary voting power for the election of directors of the Company or shall own beneficially, directly or indirectly, securities having such power, provided that there shall not be included among the securities as to which any such Person has such power to vote or which such Person so owns securities owned by such Person as nominee for the direct or indirect beneficial owner thereof or securities as to which such power to vote arises by virtue of proxies solicited by the management of the Company; or

(i)   So long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, the guaranty in subsection 2.27 shall cease, for any reason, to be in full force and effect or any Borrower shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified in paragraph (f) above, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Loans shall immediately become due and payable, and (B)(1) if such event is an Event of Default specified in paragraph (a) or (e), then with the consent of the Majority Banks, the Administrative Agent may, or upon the request of the Majority Banks, the Administrative Agent shall, or (2) if such event is an Event of Default specified in paragraph (b), (c), (d), (g) or (h), then with the consent of the Required Banks, the Administrative Agent may, or upon the request of the Required Banks, the Administrative Agent shall, take either or both of the following actions:  (i) by notice to the Borrowers, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) by notice of default to the Borrowers, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable.  Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived with respect to this Agreement by the Borrowers.

SECTION 9.      THE AGENTS

9.1  Appointment.  (a)  Each Bank hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. as the Administrative Agent of such Bank under this Agreement, and each Bank hereby irrevocably authorizes JPMorgan Chase Bank, N.A. as the Administrative Agent for such Bank, to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto.

(b)  Notwithstanding anything to the contrary contained in this Agreement, the parties hereto hereby agree that neither the Syndication Agent, the Documentation Agent, Lead Arrangers nor Bookrunners on the cover of this Agreement shall have any rights, duties, responsibilities or liabilities in such respective capacity under this Agreement nor shall any such Person have the authority to take any action hereunder in its capacity as such.

(c)  Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary

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relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent.

9.2  Delegation of Duties.  Each Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  Each Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3  Exculpatory Provisions.  Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable to any Bank for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement (except for its or such Person’s own gross negligence or willful misconduct as finally determined by a non-appealable judgment of a court of competent jurisdiction), or (ii) responsible in any manner to any of the Banks for any recitals, statements, representations or warranties made by the Borrowers or any officer thereof contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or for any failure of the Borrowers to perform their obligations hereunder.  No Agent shall be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrowers.

9.4  Reliance by Agents.  Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Loan, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by such Agent.  Each Agent may deem and treat the payee of any Loan as the owner thereof for all purposes except as provided in subsections 10.5(c) and 10.5(d).  Each Agent shall be fully justified in failing or refusing to take any discretionary action under this Agreement unless it shall first receive such advice or concurrence of the Majority Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Majority Banks, the Required Banks or all of the Banks (if the consent of the Majority Banks, the Required Banks or all of the Banks, respectively, is required), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

9.5  Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Bank or either Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Banks.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Majority Banks, the Required Banks, or all Banks, as applicable; provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Banks.

9.6  Non-Reliance on Agents and Other Banks.  Each Bank expressly acknowledges that neither any Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by such Agent hereafter taken,

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including any review of the affairs of the Borrowers, shall be deemed to constitute any representation or warranty by such Agent to any Bank.  Each Bank represents to each Agent that it has, independently and without reliance upon such Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of each Borrower and made its own decision to make its Loans hereunder and enter into this Agreement.  Each Bank also represents that it will, independently and without reliance upon each Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrowers.  Except for notices, reports and other documents expressly required to be furnished to the Banks by any Agent hereunder, such Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of a Borrower which may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7  Indemnification.  (a) The Banks agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably (as reasonably determined by the Administrative Agent), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct.  The agreements in this subsection 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.

(b)  Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith.  A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error.

9.8  Agents in their Individual Capacities.  Each Agent and its respective affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrowers as though such Agent were not an Agent hereunder.  With respect to its Loans made by it, each Agent shall have the same rights and powers under this Agreement as any Bank and may exercise the same as though it were not an Agent, and the terms “Bank” and “Banks” shall include the Administrative Agent in its individual capacity.

9.9  Successor Agents.  Each Agent may resign as Agent upon 30 days’ notice thereof to the Borrowers and the Banks.  If any Agent shall resign as Agent under this Agreement, then the Majority Banks shall appoint from among the Banks a successor agent for the Banks which successor agent shall be approved by the Borrowers, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be

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terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

SECTION 10.    MISCELLANEOUS

10.1      Amendments and Waivers.  With the written consent of the Majority Banks, the Administrative Agent and the Borrowers may, from time to time, enter into written amendments, supplements or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of the Banks or of the Borrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waiving, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of this Agreement or any Default or Event of Default and its consequences; provided, however, that no such waiver, amendment, supplement or modification shall (a) extend the maturity of any Loan, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce the rate of any fee payable hereunder or extend the time of payment thereof, in each case, without the written consent of (i) with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby and (ii) with respect to any such change to any Bid Loan, the Bank which made such Bid Loan, or (b) change the amount of any Bank’s Commitment or the terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive any provision of this subsection 10.1, or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Bank, or (c) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent and, if applicable, any other Agent affected by such amendment, modification or waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; provided,  further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (e) so long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each Bank; and provided,  further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(c) to establish, in conjunction with the Borrowers, an alternate rate of interest.  Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the Borrowers, the Banks and the Agents.  In the case of any waiver, the Borrowers, the Banks and the Agents shall be restored to their former position and rights hereunder, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.  Anything contained in the foregoing to the contrary notwithstanding, the relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may waive any of the requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent in writing of any extension of the maturity of such Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and such Bank shall not extend the maturity of such Negotiated Rate Loan beyond the last day of the Commitment Period.

10.2      Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing, by facsimile transmission, by telephone confirmed in writing

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and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or when deposited in the mail, postage prepaid, or, in the case of facsimile transmission, when received, addressed as follows in the case of the Borrowers, the Administrative Agent, or to such address or other address as may be hereafter notified by the respective parties hereto:

The Borrowers:
The Company:	Deere & Company Attention:  Treasurer One John Deere Place Moline, Illinois  61265 Telephone:  309-765-9259 Facsimile:  309-765-0559
The Capital Corporation:	John Deere Capital Corporation Attention:  Manager 1 East First Street Suite 600 Reno, Nevada  89501 Telephone:  775-786-5527 Facsimile:  775-786-4145
JD Luxembourg:	John Deere Bank S.A. 43, avenue John F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg Facsimile:  + 352 26 29 90 200
with a copy to:	Deere & Company Attention:  Treasurer One John Deere Place Moline, Illinois  61265 Telephone:  309-765-9259 Facsimile:  309-765-0559
The Administrative Agent:	JPMorgan Chase Bank, N.A. Attention:  Ali Zigami 500 Stanton Christiana Road, NCC5, Floor 01 Newark, Delaware 19713-2107 United States Telephone:  302-634-4834 Facsimile:  302-634-8459 Email: ali.zigami@chase.com; 12012443628@TLS.LDSPROD.COM

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with a copy to:	JPMorgan Chase Bank, N.A. Attention:  Sean D. Bodkin 8181 Communications Pkwy Bldg B, Floor 06 Plano, Texas 75024-0239 Telephone:  972-324-1749 Email: sean.bodkin@chase.com
The Foreign Currency Agent:	J.P. Morgan Europe Limited Floor 6 25 Bank Street Canary Wharf London, E14 5JP United Kingdom Telephone: +44 20 7742 9941 Facsimile: +44 20 7777 2360 Email: loan_and_agency_london@jpmorgan.com
To any other Bank:	To it at its address (or facsimile number) set forth in its Administrative Questionnaire

provided that any notice, request or demand to or upon the Administrative Agent or the Banks pursuant to subsections 2.1, 2.2, 2.5, 2.6, 2.9, 2.11, 2.20 and 9.9 shall not be effective until received (including receipt by telephone if permitted hereby).

10.3      No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of either Borrower, the Administrative Agent or any Bank, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4      Payment of Expenses.  (a)  The Company agrees (i) to pay or reimburse the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby in such manner and in such amounts as shall be agreed to in writing by the Company and the Administrative Agent, (ii) to pay or reimburse the Administrative Agent for the reasonable fees and disbursements of counsel to the Administrative Agent incurred in connection with the preparation and execution of, and any amendment, supplement, modification to, this Agreement and other documents prepared in connection herewith, and the consummation of the transaction contemplated hereby and thereby, and (iii) to pay or reimburse each Bank and each Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement and any such other documents, including, without limitation, fees and disbursements of counsel to each Agent and one counsel representing the Banks; provided,  however, that, notwithstanding anything herein to the contrary, the Company shall not be required to reimburse, indemnify or otherwise make any payment pursuant to this subsection 10.4 with respect to any registration duty payable in Luxembourg upon registration of this Agreement in Luxembourg except for any Luxembourg tax payable due to a registration of the Agreement when such registration is required to maintain, preserve, establish or enforce any rights of any Agent or Bank.

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(b)  The Company and the Capital Corporation agree jointly and severally to indemnify and hold harmless each Agent and each Bank and each director, officer, partner, employee, affiliate and agent thereof (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person, upon its demand, for, any losses, claims, damages, liabilities or other expenses (“Losses”) to which such Indemnified Person may become subject insofar as such Losses arise out of or in any way relate to or result from this Agreement or the extensions of credit made hereunder (including the responsibilities, duties and obligations of the Banks hereunder and their agreement to make Loans hereunder), including, without limitation, Losses consisting of legal or other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to the foregoing (whether or not such Indemnified Person is a party thereto); provided, that the foregoing will not apply to any Losses to the extent they result from the negligence or willful misconduct of such Indemnified Person as finally determined by a non-appealable judgment of a court of competent jurisdiction.  This indemnity agreement shall be in addition to any liability which either Borrower may otherwise have and shall be subject to the following paragraph.

(c)  Promptly after receipt by an Indemnified Person under subsection 10.4(b) of written notice of any loss, claim, damage or liability in respect of which indemnity may be sought by it hereunder, such Indemnified Person will, if a claim is to be made against the Borrowers, notify the Borrowers thereof in writing; but the omission so to notify the Borrowers will not relieve the Borrowers from any liability (otherwise than under this subsection 10.4) which they may have to any Indemnified Person except as may be required or provided otherwise than under this subsection 10.4.  Thereafter, the Indemnified Person and the Borrowers shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrowers of their obligations hereunder.  In case any Indemnified Person receives written notice of any loss, claim, damage or liability in respect of which indemnity may be sought hereunder by it and it notifies the Borrowers thereof, the Borrowers will be entitled to participate therein and, to the extent that they may elect by written notice delivered to the Indemnified Person promptly after receiving the aforesaid notice from such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Person; provided,  however, that (i) if the parties against whom any loss, claim, damage or liability arises include both the Indemnified Person and a Borrower or any Subsidiary of a Borrower and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Persons which are different from or additional to those available to a Borrower or any Subsidiary of a Borrower and may conflict therewith, the Indemnified Person or Persons shall have the right to select one separate counsel for such Indemnified Person or Persons to assume such legal defenses and to otherwise participate in the defense of such loss, claim, damage or liability on behalf of such Indemnified Person or Persons and (ii) if any loss, claim, damage or liability arises out of actions brought by or for the benefit of a Borrower or any Subsidiary of a Borrower, the Indemnified Person or Persons shall have the right to select their counsel and to assume and direct the defense thereof and no Borrower shall be entitled to participate therein or assume the defense thereof.  Upon receipt of notice from the Borrowers to such Indemnified Person of their election so to assume the defense of such loss, claim, damage or liability and approval by the Indemnified Person of counsel, the Borrowers shall not be liable to such Indemnified Person under this subsection 10.4 for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof unless (i) the Indemnified Person shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrowers shall not have employed and continued to employ counsel satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of commencement of the action or (iii) the Borrowers shall have authorized the employment of counsel for the Indemnified Person at the expense of the Borrowers.

(d)  Notwithstanding any other provision contained in this subsection 10.4, (i) the Borrowers shall not be liable for any settlement, compromise or consent to the entry of any order

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adjudicating or otherwise disposing of any loss, claim, damage or liability effected without their consent and (ii) after the Borrowers have assumed the defense of any loss, claim, damage or liability under the preceding paragraph with respect to any Bank, they will not settle, compromise or consent to entry of any order adjudicating or otherwise disposing thereof (1) if such settlement, compromise or order involves the payment of money damages, except if the Borrowers agree with such Bank to pay such money damages, and, if not simultaneously paid, to furnish such Bank with satisfactory evidence of their ability to pay such money damages, and (2) if such settlement, compromise or order involves any relief against such Bank, other than the payment of money damages, except with the prior written consent of such Bank.

(e)  Each party hereto waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding relating to the Agreement any special, exemplary, punitive or consequential damages.

(f)   The agreements in this subsection 10.4 shall survive repayment of the Loans and all other amounts payable hereunder.

10.5      Successors and Assigns; Participations; Purchasing Banks.  (a)  This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Banks, the Agents and their respective successors and assigns, except that the Borrowers may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of each Bank.

(b)  Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions (“Participants”) participating interests in the Loans, Commitments and other interests of such Bank hereunder.  In the event of any such sale by a Bank of participating interests to a Participant, such Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, such Bank shall remain the holder of any such Loan for all purposes under this Agreement, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement.  Each Bank that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register to any Person other than the Borrower (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall constitute prima facie evidence (absent manifest error) of the accuracy of the information so recorded, and the Borrowers, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Participant Register as the owner of such participation recorded therein for all purposes of this Agreement.

(c)  Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time assign to one or more banks or other financial institutions (“Loan Assignees”) any Bid Loan or Negotiated Rate Loan or portion thereof owing to such Bank, pursuant to a Loan Assignment executed by the assignor Bank and the Loan Assignee.  Upon such execution, from and after the Transfer Effective Date specified in such Loan Assignment, the Loan Assignee shall, to the extent of the assignment provided for in such Loan Assignment and to the extent permitted by applicable law, be deemed to have the same rights and benefits with respect to such Bid Loans and Negotiated Rate Loans and the same obligation to share pursuant to subsection 10.6 as it

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would have had if it were a Bank hereunder; provided, that unless such Loan Assignment shall otherwise specify and a copy of such Loan Assignment shall have been delivered to the Administrative Agent for its acceptance and recording in the Register in accordance with subsection 10.5(f), the assignor Bank shall act as collection agent for the Loan Assignee, and in the case of Bid Loans, the Administrative Agent shall pay all amounts received from the relevant Borrower which are allocable to the assigned Bid Loan directly to the assignor Bank without any further liability to the relevant Loan Assignee, and, in the case of Negotiated Rate Loans, the relevant Borrower shall pay all amounts due under the assigned Negotiated Rate Loan directly to the assignor Bank without any further liability to the Loan Assignee.  At the request of any Loan Assignee, on or promptly after the Transfer Effective Date specified in such Loan Assignment, the relevant Borrower, at its own expense, shall execute and deliver to the Loan Assignee a promissory note with respect to the Bid Loans or Negotiated Rate Loans of such Loan Assignee and its registered assigns in an amount equal to the Bid Loan or Negotiated Rate Loan assigned.  Such note shall be dated the Borrowing Date in respect of such Bid Loan or Negotiated Rate Loan and shall otherwise be in the form of Exhibit L; provided,  however, that such Borrower shall not be required to execute and deliver more than an aggregate of two notes with respect to the Bid Loans of any Bank with the same Interest Period at any time outstanding.  A Loan Assignee shall not, by virtue of such Loan Assignment, become a party to this Agreement or have any rights to consent to or refrain from consenting to any amendment, waiver or other modification of any provision of this Agreement or any related document; provided, that (i) the assignor Bank and the Loan Assignee may, in their discretion, agree between themselves upon the manner in which the assignor Bank will exercise its rights under this Agreement and any related document, and (ii) if a copy of such Loan Assignment shall have been delivered to the Administrative Agent for its acceptance and recording in the Register in accordance with subsection 10.5(f), neither the principal amount of, the interest rate on, nor the maturity date of, any Bid Loan or Negotiated Rate Loan assigned to a Loan Assignee will be modified without written consent of such Loan Assignee.

(d)  Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, sell to any Bank or any affiliate thereof (other than a natural Person) and to one or more additional banks or other financial institutions (“Purchasing Banks”), all or any portion (subject to the last sentence of this subsection 10.5(d)) of its rights (which rights may include such Bank’s rights in respect of Loans it has disbursed) and obligations under this Agreement, with the prior written consent (such consent not to be unreasonably withheld or delayed) of (i) the Company, and (ii) the Administrative Agent.  Such sale shall be made pursuant to a Loan Assignment, executed by such Purchasing Bank and such transferor Bank (and, in the case of a Purchasing Bank that is not then a Bank or an affiliate thereof, by the Borrowers and the Administrative Agent), and delivered to the Administrative Agent for its acceptance and recording in the Register.  Upon such execution, delivery, acceptance and recording, from and after the Transfer Effective Date specified in such Loan Assignment, (i) the Purchasing Bank thereunder shall be a party hereto with respect to the interest purchased and, to the extent provided in such Loan Assignment, have the rights and obligations of a Bank hereunder with a Commitment as set forth therein, and (ii) the transferor Bank thereunder shall cease to have those rights and obligations under this Agreement to which the Purchasing Bank has succeeded (and, in the case of a Loan Assignment covering all or the remaining portion of a transferor Bank’s rights and obligations under this Agreement, such transferor Bank shall cease to be a party hereto).  Such Loan Assignment shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of Commitments and Commitment Percentages arising from the purchase by such Purchasing Bank of a portion of the rights and obligations of such transferor Bank under this Agreement.  On or promptly after the Transfer Effective Date specified in such Loan Assignment, the Purchasing Bank and the Administrative Agent, on behalf of such Purchasing Bank, shall open and maintain in the name of each Borrower a Loan Account with respect to such Purchasing Bank’s Committed Rate Loans and Bid Loans to such Borrower.  Anything contained in this Agreement to the contrary notwithstanding, no Bank may sell any portion of its rights and obligations

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under this subsection 10.5(d) to any bank or financial institution without the prior written consent (such consent not to be unreasonably withheld or delayed) of the Company if, after giving effect to such sale or at the time of such sale, as the case may be, (i) the Commitment of either of the selling and purchasing institutions would be greater than $0 but less than $5,000,000, (ii) the Purchasing Bank, together with all of its affiliates, would have a Commitment Percentage of more than 15% (or, if the Commitments shall have been terminated, such Purchasing Bank, together with all of its affiliates, would hold Loans aggregating to more than 15% in principal amount of all outstanding Loans), (iii) the Credit Rating of any Purchasing Bank shall be less than BBB+ from S&P or less than Baa1 from Moody’s or such Purchasing Bank shall have no Credit Rating or (iv) the Purchasing Bank is not a bank, insurance company, other financial institution or an affiliate of any thereof that is engaged in making, purchasing, holding or investing in bank loans or similar extensions of credit in the ordinary course of its business.

(e)  The Administrative Agent shall maintain at its address referred to in subsection 10.2 a copy of each Loan Assignment delivered to it and a register (the “Register”) for the recordation of (i) the names and addresses of the Banks and the Commitment of, and principal amount (and stated interest) of the Loans (other than Negotiated Rate Loans) owing to, each Bank from time to time, and (ii) with respect to each Loan Assignment delivered to the Administrative Agent, the name and address of the Loan Assignee and the principal amount of each Bid Loan owing to such Loan Assignee.  The entries in the Register shall constitute prima facie evidence (absent manifest error) of the accuracy of the information so recorded, and the Borrowers, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement.  The Register shall be available for inspection by the Company or any Bank or Loan Assignee at any reasonable time and from time to time upon reasonable prior notice.

(f)  Upon its receipt of a Loan Assignment executed by an assignor Bank and a Loan Assignee and an Administrative Questionnaire from the Loan Assignee if it is not then a Bank, together with payment to the Administrative Agent (by the assignor Bank or the Loan Assignee, as agreed between them) of a registration and processing fee of $3,500, the Administrative Agent shall (i) accept such Loan Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the assignor Bank, the Loan Assignee and the Borrowers.  Upon its receipt of a Loan Assignment executed by a transferor Bank and a Purchasing Bank (and, in the case of a Purchasing Bank that is not then a Bank or an affiliate thereof, by the Borrowers and the Administrative Agent) and an Administrative Questionnaire from the Purchasing Bank if it is not then a Bank, together with payment to the Administrative Agent (by the transferor Bank or the Purchasing Bank, as agreed between them) of a registration and processing fee of $3,500 for each Purchasing Bank listed in such Loan Assignment, the Administrative Agent shall (A) accept such Loan Assignment, (B) record the information contained therein in the Register and (C) give prompt notice of such acceptance and recordation to the Banks and the Borrowers.

(g)  The Company authorizes each Bank to disclose to any Participant, Loan Assignee or Purchasing Bank (each, a “Transferee”) and any prospective Transferee any and all financial information in such Bank’s possession concerning the Borrowers and their Subsidiaries which has been delivered to such Bank by or on behalf of the Borrowers pursuant to this Agreement or in connection with such Bank’s credit evaluation of the Borrowers and their Subsidiaries prior to becoming a party to this Agreement, provided that with respect to confidential data or information described in subsection 10.7, such confidential data may be disclosed only to (i) a Purchasing Bank and/or (ii) any other Transferee or prospective Transferee with the Borrowers’ prior written consent, which consent shall not be unreasonably withheld with respect to prospective Participants, Participants, prospective Loan Assignees and Loan Assignees; provided,  however, that such Bank shall not disclose any such confidential data or information pursuant to this subsection 10.5(g) unless (i) it has notified the Purchasing Bank or other Transferee or potential Transferee that such data or information are confidential, such notification to be in

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writing if such data or information are disclosed in writing and orally if such data or information are disclosed orally, and (ii) such Purchasing Bank, Transferee or potential Transferee has agreed in writing to be bound by the provisions of subsection 10.7.

(h)  If, pursuant to this subsection, any loan participation or series of loan participations is sold or any interest in this Agreement is transferred to any Transferee, the transferor Bank shall cause such Transferee, concurrently with the effectiveness of such transfer or the first transfer to occur in a series of transfers between such transferor Bank and such Transferee, to comply with subsection 2.17(c), subsection 2.17(d), subsection 2.17(e) and subsection 2.17(f) as if it were a Bank.  The Administrative Agent shall not be responsible for obtaining such documentation except from its own Transferees.

(i)   Nothing in this subsection 10.5 shall prohibit any Bank from pledging or assigning its Loans to any Federal Reserve Bank in accordance with applicable law.

(j)   The Borrowers, upon receipt of written notice from the relevant Bank, agree to issue Notes to any Bank requiring Notes to facilitate transactions of the type described in paragraph (i) above.

(k)  Notwithstanding anything to the contrary contained herein, any Bank (a “Granting Bank”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Company, the option to provide to the Borrowers all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof.  The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank.  Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Bank).  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.  In addition, notwithstanding anything to the contrary contained in this subsection 10.5(k) any SPC may (i) with notice to, but without the prior written consent of, the Company and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Bank or to any financial institutions (consented to by the Company and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.  This subsection 10.5(k) may not be amended without the written consent of the SPC.

10.6      Adjustments.  Except as otherwise provided in this Agreement or as otherwise provided by court order, if any Bank (a “benefitted Bank”) shall at any time receive any payment of all or part of its Committed Rate Loans, or interest thereon or commitment fee hereunder, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in clause (e) of Section 8, or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank’s Committed Rate Loans, or interest thereon, or commitment fee hereunder, such benefitted Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Committed Rate Loans, or

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shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of such other Banks; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.  The Borrowers agree that each Bank so purchasing a portion of another Bank’s Committed Rate Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the direct holder of such portion.

10.7      Confidentiality.  (a)  Each of the Agents and the Banks shall, subject as hereinafter provided, keep confidential from any third party any data or information received by them from the Borrowers pursuant to this Agreement which, if provided in writing, is designated in writing as confidential, and if provided orally, is designated orally as confidential by the Borrowers except:

(i)          any such data or information as is or becomes publicly available or generally known otherwise than as a result of any breach of the provisions of this subsection 10.7;

(ii)         as required by law, rule, regulation or official direction or any Governmental Authority or self-regulatory body having or claiming authority or oversight over any Bank or its affiliates;

(iii)       as may be necessary to protect as against the Borrowers or any of them the interests of the Banks or any of them under this Agreement;

(iv)        to the extent permitted under subsection 10.5; and

(v)         with respect to any Bank, to affiliates of such Bank on a need to know basis (as long as such affiliates are subject to confidentiality provisions no less restrictive than those set forth in this Agreement) and the attorneys, accountants and regulators of such Bank and such affiliates, and to each other Bank.

(b)  Each of the Agents and the Banks shall use their reasonable efforts to ensure that any confidential data or information received by them from the Borrowers pursuant to this Agreement which is disclosed to employees of such Agent or Bank (as the case may be) or their respective affiliates pursuant to clause (a) above, is so disclosed only to the extent necessary for purpose of the administration of this Agreement and, in all cases, on the condition that such information and data shall be kept confidential except for such purpose.

(c)  For the avoidance of doubt, the Agents and the Banks may provide to data service providers that serve the lending industry, including market data collectors and league table providers, and insurers to the Agents and the Banks information pertaining to this Agreement routinely provided by arrangers and lenders to such data service providers and insurers if presented in a manner that does not disclose the identity of the Borrowers.

(d)  The provisions of this subsection 10.7 shall survive the payment in full of all amounts payable hereunder and the termination of this Agreement.

10.8      Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrowers and the Administrative Agent.

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10.9      GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.10    Consent to Jurisdiction and Service of Process.  All judicial proceedings brought against the Borrowers with respect to this Agreement shall be brought in the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available.  The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respect.  Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction.  Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdiction.  JD Luxembourg irrevocably appoints the Company as its agent to receive process with respect to this Agreement.

10.11    WAIVERS OF JURY TRIAL.  EACH BORROWER, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.12    USA Patriot Act.

Each Bank hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Bank to identify the Borrowers in accordance with the Act. The Borrowers shall promptly provide such information upon request by any Bank.

10.13    No Fiduciary Duty.  The Borrowers acknowledge and agree that (a) no fiduciary, advisory or agency relationship between the Borrowers and the Agents and the Banks is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agents and the Banks have advised or are advising the Borrowers on other matters, (b) the Agents and the Banks, on the one hand, and the Borrowers, on the other hand, have an arm's length business relationship that does not directly or indirectly give rise to, nor do the Borrowers rely on, any fiduciary duty to the Borrowers or their respective affiliates on the part of the Agents and the Banks, (c) the Borrowers are capable of evaluating and understanding, and the Borrowers understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement, (d) the Borrowers have been advised that the Agents and the Banks are engaged in a broad range of transactions that may involve interests that differ from the Borrowers’ interests and that the Agents and the Banks have no obligation to

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disclose such interests and transactions to the Borrowers, (e) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent the Borrowers have deemed appropriate, (f) each Agent and Bank has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, any of the Borrowers’ affiliates or any other Person and (g) none of the Agents nor Banks has any obligation to the Borrowers or their respective affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Agent or Bank and the Borrowers or any such affiliate.

10.14    Headings.  Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

10.15    Acknowledgment and Consent to Bail-In of Affected Financial Institutions.  (a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties to the Loan Documents, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i)          the application of any Write-Down and Conversion Powers by a Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(ii)         the effects of any Bail-In Action on any such liability, including, if applicable:

(x)         a reduction in full or in part or cancellation of any such liability;

(y)         a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(z)         the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any Resolution Authority.

(b)         Each party hereto agrees that it will notify the Company and the Administrative Agent, as soon as practicable, of such party becoming the subject of a Bail-In Action, unless such notification is prohibited by law, regulation or order.

10.16    Bank ERISA Representations.  (a) Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent and each Lead Arranger and their respective affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and will be true:

(i)          such Bank is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans (defined below) in connection with the Loans or the Commitments,

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(ii)         the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to, and all of the conditions of which are and will continue to be satisfied in connection with, such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii)       (A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iv)        such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Bank.

(b)         In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) a Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent and each Lead Arranger, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that the Administrative Agent is not a fiduciary with respect to the assets of such Bank involved in such Bank’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto or thereto).

As used in this Section, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code, to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

DEERE & COMPANY
By:	/s/ Thomas C. Spitzfaden
	Name: Thomas C. Spitzfaden
	Title: Vice President and Treasurer
JOHN DEERE CAPITAL CORPORATION
By:	/s/ Thomas C. Spitzfaden
	Name: Thomas C. Spitzfaden
	Title: Vice President and Treasurer
JOHN DEERE BANK S.A.
By:	/s/ Thomas C. Spitzfaden
	Name: Thomas C. Spitzfaden
	Title: Director
By:	/s/ Larry J. Gant
	Name: Larry J. Gant
	Title: Authorized Representative

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank
By:	/s/ Sean Bodkin
	Name: Sean Bodkin
	Title: Vice President

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

BANK OF AMERICA, N.A., as Syndication Agent and as a Bank
By:	/s/ Brain Lukehart
	Name: Brain Lukehart
	Title: Managing Director

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

CITIBANK, N.A., as Documentation Agent and as a Bank
By:	/s/ Susan Manuelle
	Name: Susan Manuelle
	Title: Vice President

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

BARCLAYS BANK PLC, as a Bank
By:	/s/ Craig Malloy
	Name:Craig Malloy
	Title: Director

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION, as a Bank
By:	/s/ Matthew W. McLaurin
	Name: Matthew W. McLaurin
	Title: Director

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

MUFG Bank Ltd., as a Bank
By:	/s/ Mark Maloney
	Name: Mark Maloney
	Title: Authorized Signatory

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

Royal Bank of Canada as a Bank
By:	/s/ Benjamin Lennon
	Name: Benjamin Lennon
	Title: Authorized Signatory

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Bank
By:	/s/ MICHAEL BOROWIECKI
	Name: MICHAEL BOROWIECKI
	Title: AUTHORIZED SIGNATORY

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

Credit Agricole Corporate and Investment Bank as a Bank
By:	/s/ Gordon Yip
	Name: Gordon Yip
	Title: Director
By:	/s/ GARY HERZOG
	Name: GARY HERZOG
	Title: MANAGING DIRECTOR

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank
By:	/s/ Ming K. Chu
	Name: Ming K. Chu
	Title: Director
By:	/s/ Marko Lukin
	Name: Marko Lukin
	Title: Vice President

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

GOLDMAN SACHS BANK USA, as a Bank
By:	/s/ Ryan Durkin
	Name: Ryan Durkin
	Title: Authorized Signatory

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

BNP Paribas, as a Bank
By:	/s/ Tony Baratta
	Name: Tony Baratta
	Title: Managing Director
By:	/s/ Mike Shryock
	Name: Mike Shryock
	Title: Managing Director

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

Commerzbank AG, New York Branch as a Bank
By:	/s/ Michael W. Ravelo
	Name: Michael W. Ravelo
	Title: Managing Director
By:	/s/ John W. Deegan
	Name: John W. Deegan
	Title: Director

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION as a Bank
By:	/s/ Mark H. Halldorson
	Name: Mark H. Halldorson
	Title: Director

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as a Bank
By:	/s/ Brian Crowley
	Name: Brian Crowley
	Title: Managing Director
By:	/s/ Miriam Trautmann
	Name: Miriam Trautmann
	Title: Senior Vice President

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

Santander Bank, N.A., as a Bank
By:	/s/ Xavier Ruiz Sena
	Name: Xavier Ruiz Sena
	Title: Managing Director

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

The Bank of New York Mellon, as a Bank
By:	/s/ Thomas J. Tarasovich, Jr.
	Name: Thomas J. Tarasovich, Jr.
	Title: Vice President

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

SUMITOMO MITSUI BANKING CORPORATION, as a Bank
By:	/s/ Jun Ashley
	Name: Jun Ashley
	Title: Director

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

STANDARD CHARTERED BANK as a Bank
By:	/s/ James Beck
	Name: James Beck
	Title: Associate Director

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

U.S. Bank National Association, as a Bank
By:	/s/ James N. DeVries
	Name: James N. DeVries
	Title: Senior Vice President

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

BANK OF CHINA, CHICAGO BRANCH, as a Bank
By:	/s/ Kai Wu
	Name: Kai Wu
	Title: Senior Vice President

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

ICICI Bank Limited New York Branch as a Bank
By:	/s/ Akashdeep Sarpal
	Name: Akashdeep Sarpal
	Title: Country Head - USA           ICICI Bank Limited

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

Nordea Bank Abp, New York Branch as a Bank
By:	/s/ Leena Parker
	Name: Leena Parker
	Title: Senior Vice President
By:	/s/ Ola Anderssen
	Name: Ola Anderssen
	Title: First Vice President

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

PNC Bank, National Association as a Bank
By:	/s/ James Phelan
	Name: James Phelan
	Title: Vice President

[Signature Page to the 2020 364-Day Deere & Company Credit Agreement]

SCHEDULE I

TERMS OF SUBORDINATION

“Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest and commitment fees on (a) indebtedness (including matured and contingent reimbursement obligations in respect of letters of credit) of John Deere Capital Corporation (the “Capital Corporation”) (including indebtedness of others guaranteed by the Capital Corporation), other than the indebtedness evidenced by the Securities [such term to be defined as the debt to be issued under the indenture or agreement to which this Schedule relates] and [specify any other indebtedness of the Capital Corporation (including indebtedness of others guaranteed by the Capital Corporation)], provided that indebtedness of the Capital Corporation under the credit agreement to which these Terms of Subordination are attached may not be so specified, whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed, for money borrowed, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness is not senior or prior in right of payment to the Securities, and (b) renewals, extensions, modifications and refundings of any such indebtedness.

SUBORDINATION

Section 1.  Agreement to Subordinate.

The Capital Corporation, for itself, its successors and assigns, covenants and agrees, and each holder of Securities, by such holder’s acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness.

Section 2.  Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities.

Upon any distribution of assets of the Capital Corporation upon any dissolution, winding up, liquidation or reorganization of the Capital Corporation, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Capital Corporation or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provisions reflecting the rights conferred in this Agreement upon the Senior Indebtedness and the holders thereof with respect to the Securities by a lawful plan of reorganization under applicable bankruptcy law),

(a)         the holders of Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium if any) and the interest and commitment fees due on the Senior Indebtedness before the holders of the Securities are entitled to receive any payment upon the principal of (or premium, if any) or interest on indebtedness evidenced by the Securities; and

(b)         any payment or distribution of assets of the Capital Corporation of any kind or character, whether in cash, property or securities, to which the holders of the Securities or any trustee therefor would be entitled except for the provisions of this Article shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the

1-2

principal of (and premium, if any) and interest, commitment fees and letter of credit fees on the Senior Indebtedness held or represented by each holder of Senior Indebtedness, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and

(c)         in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Capital Corporation of any kind or character, whether in cash, property or securities, shall be received by any trustee for the holders of the Securities or the holders of the Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice to any trustee for the holders of the Securities, to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness, the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Capital Corporation applicable to Senior Indebtedness until the principal of (and premium, if any) and interest on the Securities shall be paid in full and no such payments or distributions to the holders of the Securities of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall, as between the Capital Corporation, its creditors other than the holders of Senior Indebtedness, and the holders of the Securities, be deemed to be a payment by the Capital Corporation to or on account of the Securities.  It is understood that the provisions of this Article are, and are intended, solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand.  Nothing contained in this Article or elsewhere in this Agreement or in the Securities is intended to or shall impair, as between the Capital Corporation, its creditors other than the holders of Senior Indebtedness, and the holders of the Securities, the obligation of the Capital Corporation, which is unconditional and absolute, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the Securities and creditors of the Capital Corporation other than the holders of Senior Indebtedness, nor shall anything herein or in the instruments or other evidence of the Securities prevent any trustee for the holders of the Securities or the holder of any Securities from exercising all remedies otherwise permitted by applicable law upon default under this Agreement or such instrument or other evidence, subject to the rights, if any, under this Article of the holders of Senior Indebtedness in respect of cash, property or securities of the Capital Corporation received upon the exercise of any such remedy.

Section 3.  No Payment on Securities in Event of Non-Payment When Due of Senior Indebtedness.

No payment by the Capital Corporation on account of principal (or premium, if any), sinking funds, or interest on the Securities shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest and letter of credit fees and commitment fees on Senior Indebtedness has been made or duly provided for in money or money’s worth.

SCHEDULE II

COMMITMENTS

Bank	Commitment
JPMorgan Chase Bank, N.A.	$ 255,000,000
Bank of America, N.A.	$ 255,000,000
Citibank, N.A.	$ 255,000,000
Barclays Bank PLC	$ 211,875,000
HSBC Bank USA, N.A.	$ 211,875,000
MUFG Bank, Ltd.	$ 211,875,000
Royal Bank of Canada	$ 211,875,000
The Toronto-Dominion Bank, New York Branch	$ 187,500,000
Credit Agricole Corporate and Investment Bank	$ 168,750,000
Deutsche Bank AG, New York Branch	$ 168,750,000
Goldman Sachs Bank USA	$ 168,750,000
BNP Paribas	$ 112,500,000
Commerzbank AG New York Branch	$ 112,500,000
Wells Fargo Bank, National Association	$ 112,500,000
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	$ 46,875,000
Banco Santander, S.A.	$ 46,875,000
The Bank of New York Mellon	$ 46,875,000
Sumitomo Mitsui Banking Corporation	$ 46,875,000
Standard Chartered Bank	$ 46,875,000
U.S. Bank National Association	$ 46,875,000
Bank of China, Chicago Branch	$ 18,750,000
ICICI Bank Limited New York Branch	$ 18,750,000
Nordea Bank Abp, New York Branch	$ 18,750,000
PNC Bank, National Association	$ 18,750,000
TOTAL	$ 3,000,000,000

EXHIBIT A

[FORM OF BORROWING NOTICE]

_________, 20__

JPMorgan Chase Bank, N.A.,
 as Administrative Agent under the
   Credit Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware  19713-2107

United States
Attention:  Ali Zigami

Ladies and Gentlemen:

Pursuant to subsection 2.1(c) of the $3,000,000,000 364-Day Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), the undersigned hereby requests that the following Committed Rate Loans be made on __________, 201_ as follows:

(1)  Total Amount of Committed Rate Loans	$____________
(2)  Requested Currency	_____________
(3)  Amount of (1) to be allocated to Eurocurrency Loans	$____________
(4)  Amount of (1) to be allocated to ABR Loans	$____________
(5)  Interest Periods and amounts to be allocated thereto in respect of Eurocurrency Loans (amounts must total (3)):
(i)  one month	$____________
(ii)  two months	$____________
(iii)  three months	$____________
(iv)  six months	$____________
(v)  30 days (if Canadian Dollars requested)	$____________
(vi)  60 days (if Canadian Dollars requested)	$____________
(vii)  90 days (if Canadian Dollars requested)	$____________
Total Eurocurrency Loans	$____________

NOTE:  THE AMOUNT APPEARING IN LINE (1) ABOVE MUST BE AT LEAST EQUAL TO $25,000,000 AND IN A WHOLE MULTIPLE OF $5,000,000 (OR THE FOREIGN CURRENCY EQUIVALENT IN THE CASE OF FOREIGN CURRENCY LOANS) AND THE AMOUNTS APPEARING IN EACH OTHER LINE ABOVE MUST BE AT LEAST EQUAL TO $10,000,000 AND IN A WHOLE MULTIPLE OF $1,000,000 (OR THE FOREIGN CURRENCY EQUIVALENT IN THE CASE OF FOREIGN CURRENCY LOANS).

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Terms defined in the Credit Agreement shall have the same meanings when used herein.

Very truly yours,
[DEERE & COMPANY]
[JOHN DEERE CAPITAL CORPORATION]
[JOHN DEERE BANK S.A.]
By:
	Title:

EXHIBIT B

[FORM OF BID LOAN REQUEST]

_______, 20__

JPMorgan Chase Bank, N.A.,
 as Administrative Agent under the Credit
   Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware  19713-2107

United States
Attention:  Ali Zigami

Ladies and Gentlemen:

Reference is made to the $3,000,000,000 364-Day Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

This is an [Index Rate] [Absolute Rate] Bid Loan Request pursuant to subsection 2.2 of the Credit Agreement requesting quotes for the following Bid Loans:

Aggregate Principal Amount	$_____________	$____________	$____________
Borrowing Date	_____________	____________	____________
Interest Period	_____________	____________	____________
Maturity Period	_____________	____________	____________
Interest Payment Dates	_____________	____________	____________
Interest Rate Basis	360 day year

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NOTE:  THE AGGREGATE PRINCIPAL AMOUNTS APPEARING ABOVE MUST BE IN THE AGGREGATE AT LEAST EQUAL TO $25,000,000 AND IN A WHOLE MULTIPLE OF $5,000,000.

Very truly yours,
[DEERE & COMPANY]
[JOHN DEERE CAPITAL CORPORATION]
By:
	Title:

Note:    Pursuant to the Credit Agreement, a Bid Loan Request may be transmitted by facsimile transmission, or by telephone, immediately confirmed by facsimile transmission.  In any case, a Bid Loan Request shall contain the information specified in the second paragraph of this form.

EXHIBIT C

[FORM OF BID LOAN OFFER]

_______, 20__

JPMorgan Chase Bank, N.A.,

 as Administrative Agent

   under the Credit Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware  19713-2107

United States
Attention:  Ali Zigami

Ladies and Gentlemen:

Reference is made to the $3,000,000,000 364-Day Credit Agreement, dated as of March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

In accordance with subsection 2.2 of the Credit Agreement, the undersigned Bid Loan Bank offers to make Bid Loans thereunder in the following amounts with the following maturity dates:

Borrowing Date:  _________________, 20__

Aggregate Maximum Amount:  $________

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Maturity Date 1:	Maturity Date 2:	Maturity Date 3:
Maximum Amount   $_____	Maximum Amount  $_______	Maximum Amount  $______
Rate* ____Amount  $______	Rate* ____Amount  $______	Rate* ___Amount   $_______
Rate* ____Amount  $______	Rate* ____Amount  $______	Rate* ___Amount   $_______

Very truly yours,
[NAME OF BID LOAN BANK]
By:
	Name:
	Title:
	Telephone:
	Facsimile:

*  If Index Rate Bid Loan, insert percentage above or below Eurocurrency Rate.

EXHIBIT D

[FORM OF BID LOAN CONFIRMATION]

_______, 20__

JPMorgan Chase Bank, N.A.,

 as Administrative Agent
   under the Credit Agreement referred to below
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware  19713-2107

United States
Attention:  Ali Zigami

Ladies and Gentlemen:

Reference is made to the $3,000,000,000 364-Day Credit Agreement, dated as of              March 30, 2020, among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

In accordance with subsection 2.2 of the Credit Agreement, the undersigned accepts and confirms the offers by Bid Loan Bank(s) to make Bid Loans to the undersigned on ______________, 20__ [Borrowing Date] under said subsection 2.2 in the (respective) amount(s) set forth on the attached list of Bid Loans offered.

Very truly yours,
[DEERE & COMPANY]
[JOHN DEERE CAPITAL CORPORATION]
By:
	Title:

[Borrower to attach Bid Loan Offer list prepared by Administrative Agent with accepted amount entered by the Borrower to right of each Bid Loan Offer].

EXHIBIT E

[FORM OF ASSIGNMENT AND ASSUMPTION]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.          Assignor:                        ______________________________

2.          Assignee:                        ______________________________

[and is an affiliate/Approved Fund of [identify Bank]1]

3.          Borrower(s):                   ______________________________

4.          Administrative Agent:    JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement

5.          Credit Agreement:         The $3,000,000,000 364-Day Credit Agreement dated as of March 30, 2020 among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto,

1Select as applicable.

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JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other agents parties thereto

6.          Assigned Interest:

Aggregate Amount of Commitment/Loans for all Banks	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
$	$	%
$	$	%
$	$	%

Effective Date:  ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information  (which may contain material non-public information about the Borrowers and their affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
NAME OF ASSIGNOR
By:
	Title:
ASSIGNEE
NAME OF ASSIGNEE
By:
	Title:

2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Banks.

[Consented to and]3 Accepted:

JPMORGAN CHASE BANK, N.A., as

 Administrative Agent

By
	Title:
[Consented to:]4
DEERE & COMPANY
By
	Title:

3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

4To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.

ANNEX 1

$3,000,000,000 364-Day Credit Agreement dated as of March 30, 2020 (the “Credit Agreement”) among DEERE & COMPANY, JOHN DEERE CAPITAL CORPORATION, JOHN DEERE BANK S.A., the Banks parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other agents parties thereto

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.  Representations and Warranties.

1.1   Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of the Borrowers, any of their respective Subsidiaries or affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by each Borrower, any of their Subsidiaries or affiliates or any other Person of any of their respective obligations under the Credit Agreement.

1.2.  Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Bank, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Bank thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank and (v) if it is a Non-U.S. Bank, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank.

2.   Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.  General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment

I-2

and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT F

[RESERVED]

EXHIBIT G

[FORM OF OPINION OF GENERAL COUNSEL TO THE COMPANY]

[Closing Date]

To each of the Banks parties to
the Credit Agreement referred to
below and to JPMorgan Chase
Bank, N.A., as Administrative Agent

Deere & Company and

John Deere Capital Corporation

364-Day Credit Agreement

Ladies and Gentlemen:

This opinion is furnished to you pursuant to subsection 4.1(c) of the $3,000,000,000 364-Day Credit Agreement dated as of March 30, 2020 (the “Credit Agreement”) among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation” and, together with the Company, the “U.S. Borrowers”) and John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Terms defined in the Credit Agreement and not otherwise defined in this opinion are used herein as defined in the Credit Agreement.

I am General Counsel of the Company and have also acted as counsel for the Capital Corporation in this matter.  I am familiar with the corporate history and organization of each U.S. Borrower and of its Subsidiaries and the proceedings relating to the authorization, execution and delivery by each U.S. Borrower of the Credit Agreement.  In that connection I have examined or caused to have examined:

1.          The Credit Agreement;

2.          The documents furnished by each of the U.S. Borrowers pursuant to Section 4 of the Credit Agreement;

3.          The Certificates of Incorporation of the U.S. Borrowers and all amendments thereto (the “Charters”);

4.          The bylaws of the U.S. Borrowers and all amendments thereto (the “Bylaws”); and

5.          Certificates of the Secretary of State of Delaware, each dated a recent date, attesting to the continued corporate existence and good standing of the U.S. Borrowers in that State.

In addition, I have reviewed or caused to have reviewed such of the corporate proceedings of the U.S. Borrowers, and have examined or caused to have examined such documents, corporate records, and other instruments relating to the organization of the U.S. Borrowers and their respective Subsidiaries and such other agreements and instruments to which the U.S. Borrowers and their respective Subsidiaries are parties, as I consider necessary as a basis for the opinions hereinafter

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expressed.  I have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Banks, the Administrative Agent, the Syndication Agent, and the Documentation Agent, and the authenticity of all documents submitted to me as originals and the conformity to the original documents of all documents submitted to me as certified, conformed or photostatic or electronic copies.

I am qualified to practice law in the State of Illinois and the State of Iowa and do not purport to be an expert on, and do not express any opinion herein concerning, any laws other than the laws of the State of Illinois and the State of Iowa, the General Corporation Law of the State of Delaware and the Federal laws of the United States.

Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion:

1.          Each of the Company and the Capital Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business as now being conducted and to own its properties.

2.          The execution, delivery and performance by each U.S. Borrower of the Credit Agreement are within such U.S. Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene, or constitute a default under the Charter or the Bylaws of such U.S. Borrower, any judgment, law, rule or regulation applicable to such U.S. Borrower, or any Contractual Obligation by which such U.S. Borrower is bound or (ii) result in the creation of any lien, charge or encumbrance upon any of its property or assets.  The Credit Agreement has been duly executed and delivered on behalf of each U.S. Borrower.

3.          No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by each U.S. Borrower of the Credit Agreement.

4.          There is no pending or, to the best of my knowledge, threatened action or proceeding against either U.S. Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator which is likely to have a materially adverse effect upon the financial condition or operations of such U.S. Borrower and its Subsidiaries taken as a whole.

A copy of this opinion letter may be delivered by any of you to any person that becomes a Bank in accordance with the provisions of the Credit Agreement.  Any such person may rely on the opinions expressed above as if this opinion letter were addressed and delivered to such person on the date hereof.

This opinion letter is rendered to you in connection with the transactions contemplated by the Credit Agreement.  This opinion letter may not be relied upon by you or any person entitled to rely on this opinion pursuant to the preceding paragraph for any other purpose without my prior written consent.

This opinion letter speaks only as of the date hereof.  I expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development or circumstance

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may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter.

Very truly yours,

Mary K.W. Jones

EXHIBIT H

[FORM OF ENFORCEABILITY OPINION OF SPECIAL NEW YORK COUNSEL

TO THE BORROWERS]

[Closing Date]

To the Agent
and each of the Lenders under the
Credit Agreement (referred to below)
on the date hereof:

Re:       $3,000,000,000 364-Day Credit Agreement dated as of March 30, 2020, by and among Deere & Company, a Delaware corporation (the “Company”), John Deere Capital Corporation, a Delaware corporation (the “Capital Corporation”), John Deere Bank S.A., a public limited company organized under the laws of Luxembourg (“JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), the financial institutions from time to time party thereto as lenders (the “Lenders”), JPMorgan Chase Bank, N.A., as the Administrative Agent for the Lenders (in such capacity, the “Agent”) and the other parties thereto (such credit agreement herein referred to as the “Credit Agreement”)

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as counsel to and at the request of the Borrowers in respect of the Credit Agreement.

The opinions expressed herein are being provided pursuant to Section4.1(c) of the Credit Agreement.  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (with references herein to the Credit Agreement and each document defined therein meaning the Credit Agreement and each such document as executed and delivered on the date hereof).  The Lenders and the Agent are sometimes referred to in this opinion letter as “you”.

In connection with the preparation of this letter, we have, among other things, reviewed executed counterparts of the Credit Agreement.

Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this opinion letter, we advise you, and with respect to each legal issue addressed in this opinion letter, it is our opinion, that (a) the Credit Agreement is a valid and binding obligation of each Borrower that is a party thereto and is enforceable against such Borrower in accordance with its terms and (b) the guarantee by the Capital Corporation pursuant to Section 2.27 of the Credit Agreement is a valid and binding obligation of the Capital Corporation and is enforceable against the Capital Corporation in accordance with its terms.

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With your consent, we have assumed for purposes of this letter and the opinions herein:

(a) that each document we have reviewed for purposes of this letter is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine, and that all natural persons who have signed any document have the legal capacity to do so;

(b) that the Credit Agreement and every other agreement we have examined for purposes of this letter has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and binding obligation of each party to that document, enforceable against each such party in accordance with its respective terms and that each such party has satisfied all legal requirements that are applicable to such party to the extent necessary to entitle such party to enforce such agreement and that each party to the Credit Agreement is in good standing and duly incorporated or organized under the laws of its jurisdiction of organization except we do not assume in this paragraph (b) that the Credit Agreement is a valid and binding obligation enforceable in accordance with its terms against the Borrowers;

(c) there are no agreements or understandings among the parties, written or oral (other than the Credit Agreement), and there is no usage of trade or course of prior dealing among the parties that would, in either case define, supplement or qualify the terms of the Credit Agreement; and

(d) that the status of the Credit Agreement as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

In preparing this letter, we have relied without any independent verification upon: (i) information contained in certificates obtained from governmental authorities; (ii) factual information represented to be true in the Credit Agreement; (iii) factual information provided to us in a support certificate signed by each of the Borrowers; and (iv) factual information we have obtained from such other sources as we have deemed reasonable; and we have examined the originals or copies certified to our satisfaction, of the Credit Agreement and other corporate records of the Borrowers as we deem necessary for or relevant to our opinions.  We have assumed without investigation that the information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading.

The terms “knowledge,” “actual knowledge” and “aware” whenever used in this letter with respect to our firm mean conscious awareness at the time this letter is delivered on the date it bears by the lawyers with Kirkland & Ellis LLP at that time who spent substantial time representing the Borrower in connection with the Credit Agreement (herein called our “Designated Transaction Lawyers”).

Our opinion (an “enforceability opinion”) in this letter that any particular contract is a valid and binding obligation or is enforceable in accordance with its terms is subject to: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and

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similar laws affecting creditors’ rights and remedies generally and judicially developed doctrines in this area such as substantive consolidation and equitable subordination; (ii) the effect of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (iii) an implied covenant of good faith and fair dealing; and (iv) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations.  “General principles of equity” include but are not limited to: principles limiting the availability of specific performance and injunctive relief; principles which limit the availability of a remedy under certain circumstances where another remedy has been elected; principles requiring reasonableness, good faith and fair dealing in the performance and enforcement of an agreement by the party seeking enforcement; principles which may permit a party to cure a material failure to perform its obligations; and principles affording equitable defenses such as waiver, laches and estoppel.

Our enforceability opinion is also subject to the qualification that certain provisions of the Credit Agreement may not be enforceable in whole or in part, although the inclusion of such provisions does not render the Credit Agreement invalid, and the Credit Agreement and the law of the State of New York contain adequate remedial provisions for the practical realization of the rights and benefits afforded thereby.

Our enforceability opinion is further subject to the effect of rules of law that may render guaranties or other similar instruments or agreements unenforceable under circumstances where your actions, failures to act or waivers, amendments or replacement of the Credit Agreement (i) so radically change the essential nature of the terms and conditions of the guaranteed obligations and the related transactions that, in effect, a new relationship has arisen between you and the Borrowers which is substantially and materially different from that presently contemplated by the Credit Agreement, (ii) release the primary obligor, or (iii) impair the guarantor’s recourse against the primary obligor.

We also express no opinion regarding the enforceability of any so-called “fraudulent conveyance” or “fraudulent transfer savings” clauses and any similar provisions in the Credit Agreement to the extent such provisions purport to limit the amount of the obligations of any party or the right to contribution of any other party with respect to such obligations.

We render no opinion regarding the validity, binding effect or enforceability of the Credit Agreement with respect to any Borrower to the extent the Credit Agreement involves any obligation (including any guaranty) of such Borrower with respect to any “swap” (as such term is defined in the Commodity Exchange Act) if such Borrower is not an “eligible contract participant” (as such term is defined in the Commodity Exchange Act) at the time such obligation is incurred by such Borrower.

We render no opinion with regard to usury or other laws limiting or regulating the maximum amount of interest that may be charged, collected, received or contracted for other than the internal laws of the State of New York, and without limiting the foregoing, we expressly disclaim any opinion as to the usury or other such laws of any other jurisdiction (including laws of other states made applicable through principles of Federal preemption or otherwise) which may be applicable to the transactions contemplated by the Credit Agreement.

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Nothing contained in this letter covers or otherwise addresses any of the following types of provisions which may be contained in the Credit Agreement:

(i) provisions mandating contribution towards judgments or settlements among various parties;

(ii) waivers of benefits and rights to the extent they cannot be waived under applicable law;

(iii) provisions providing for penalties, liquidated damages, acceleration of future amounts due (other than principal) without appropriate discount to present value, late charges, prepayment charges, interest upon interest, or increased interest rates upon default;

(iv) provisions which might require indemnification or contribution in violation of general principles of equity or public policy, including, without limitation, indemnification or contribution obligations which arise out of the failure to comply with applicable state or federal securities laws;

(v) agreements to submit to the jurisdiction of any particular court or other governmental authority (either as to personal or subject matter jurisdiction); provisions restricting access to courts; waiver of service of process requirements which would otherwise be applicable; waiver of the right to a jury trial and provisions otherwise purporting to affect the jurisdiction and venue of courts;

(vi) choice-of-law provisions;

(vii) provisions regarding arbitration;

(viii) covenants not to compete;

(ix) provisions that authorize you to set off and apply any deposits at any time held, and any other indebtedness at any time owing, by you to or for the account of the Borrowers, or

(x) requirements in the Credit Agreement specifying that provisions thereof may only be waived in writing.

Except as expressly otherwise set forth in this letter, our advice on every legal issue addressed in this letter is based exclusively on the internal laws of the State of New York or the Federal law of the United States which, in each case, in our experience is generally applicable both to general business organizations which are not engaged in regulated business activities and to transactions of the type contemplated in the Credit Agreement, on the one hand, and you, on the other hand (but without our having made any special investigation as to any other laws), except that we express no opinion or advice as to any law or legal issue (a) which might be violated by any misrepresentation or omission or a fraudulent act, or (b) to which any Borrower may be subject as a result of your legal or regulatory status, your sale or transfer of the Loans or interests therein or your involvement in the transactions contemplated by the Credit Agreement.

H-5

None of the opinions or other advice contained in this letter considers or covers: (i) any federal or state securities (or “blue sky”) laws or regulations or Federal Reserve Board margin regulations or (ii) federal or state antitrust and unfair competition laws and regulations, pension and employee benefit laws and regulations, compliance with fiduciary duty requirements, federal and state environmental, land use and subdivision, tax, racketeering (e.g., RICO), health and safety (e.g., OSHA), and labor laws and regulations, federal and state laws, regulations and policies concerning national and local emergency, possible judicial deference to acts of sovereign states and criminal and civil forfeiture laws, and other federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes).

We also express no opinion regarding any laws relating to terrorism or money laundering, including Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) (the “Terrorism Executive Order”) or any related enabling legislation or any other similar executive order (collectively with the Terrorism Executive Order, the “Executive Orders”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”), any sanctions and regulations promulgated under authority granted by the Trading with the Enemy Act, 50 U.S.C. App. 1-44, as amended from time to time, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, as amended from time to time, the Iraqi Sanctions Act, Publ. L. No. 101-513; United Nations Participation Act, 22 U.S.C. § 287c, as amended from time to time, the International Security and Development Cooperation Act, 22 U.S.C. § 2349 aa-9, as amended from time to time, The Cuban Democracy Act, 22 U.S.C. §§ 6001-10, as amended from time to time, The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 2332d and 2339b, as amended from time to time, and The Foreign Narcotics Kingpin Designation Act, Publ. L. No. 106-120, as amended from time to time.

We express no opinion as to what law might be applied by any other courts to resolve any issue addressed in this letter.  We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.

This opinion letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which our Designated Transaction Lawyers did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any of our opinions, or for any other reason.

H-6

You may rely upon this letter only for the purpose served by the provision in the Credit Agreement cited in the second paragraph of this opinion letter in response to which it has been delivered.  Without our written consent:  (i) no person other than you may rely on this opinion letter for any purpose; (ii) this opinion letter may not be cited or quoted in any financial statement, prospectus, private placement memorandum or other similar document; (iii) this opinion letter may not be cited or quoted in any other document or communication which might encourage reliance upon this opinion letter by any person or for any purpose excluded by the restrictions in this paragraph; and (iv) copies of this opinion letter may not be furnished to anyone for purposes of encouraging such reliance.  Notwithstanding the foregoing, financial institutions which subsequently become Lenders in accordance with the terms of Section 10.5 of the Credit Agreement may rely on this opinion letter as of the time of its delivery on the date hereof as if this letter were addressed to them.

Sincerely,

KIRKLAND & ELLIS LLP

EXHIBIT I

[FORM OF EXTENSION REQUEST]

____________________, 20__

JPMorgan Chase Bank, N.A.,
 as Administrative Agent
500 Stanton Christiana Road, NCC5, Floor 01
Newark, Delaware  19713-2107

United States
Attention:  Ali Zigami

Ladies and Gentlemen:

Reference is made to the $3,000,000,000 364-Day Credit Agreement, dated as of              March 30, 2020, among Deere & Company, John Deere Capital Corporation, John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are used herein as therein defined.

This is an Extension Request pursuant to subsection 2.16 of the Credit Agreement requesting an extension of the Termination Date to [INSERT REQUESTED TERMINATION DATE].  Please transmit a copy of this Extension Request to each of the Banks.

Very truly yours,
DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:

EXHIBIT J

[FORM OF W-8BEN-E TAX LETTER]

[To be sent in DUPLICATE and accompanied

by TWO executed copies of Form W-8BEN-E of

the Internal Revenue Service]

[Bank’s Letterhead]

________________, 20__

Deere & Company
One John Deere Place
Moline, Illinois  61265
Attention:  Treasurer

John Deere Capital Corporation
First National Bank Building
1 East First Street
Reno, Nevada  89501
Attention:  Manager

[John Deere Bank S.A.

43, avenue John F. Kennedy

L-1855 Luxembourg

Grand Duchy of Luxembourg
Attention: ]

Re:        $3,000,000,000 364-Day Credit Agreement
dated as of March 30, 2020 with Deere &
Company, and John Deere Capital Corporation and John Deere Bank S.A.

Ladies and Gentlemen:

In connection with the $3,000,000,000 364-Day Credit Agreement, dated as of March 30, 2020, among Deere & Company, John Deere Capital Corporation, John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, we hereby represent and warrant that [name of Bank, address] is a [name of Country] corporation and is currently exempt from any U.S. federal withholding tax on payments to it from U.S. sources by virtue of compliance with the provisions of the Income Tax Convention between the United States and [name of Country] signed [date], [as amended].  Our fiscal year is the twelve months ending [________________].

The undersigned (a) is a [corporation] organized under the laws of [_______] whose [registered] business is managed or controlled in [_______], (b) [does not have a permanent establishment or fixed base in the United States] [does have a permanent establishment or fixed base in the United States but the above Agreement is not effectively connected with such permanent establishment or fixed base], (c) is not exempt from tax on the income in [_______] and (d) is the beneficial owner of the income.

J-2

We enclose herewith two copies of Form W-8BEN-E of the U.S. Internal Revenue Service.

Yours faithfully,
[NAME OF BANK]
By:
	Title:

cc:         JPMorgan Chase Bank, N.A., as Administrative Agent

EXHIBIT K

[FORM OF W-8ECI TAX LETTER]

[To be sent in DUPLICATE and accompanied

by TWO executed copies of Form W-8ECI of

the Internal Revenue Service]

[Bank’s Letterhead]

______________, 20__

Deere & Company
One John Deere Place
Moline, Illinois  61265
Attention:  Treasurer

John Deere Capital Corporation
First National Bank Building
1 East First Street
Reno, Nevada  89501
Attention:  Manager

[John Deere Bank S.A.
43, avenue John F. Kennedy

L-1855 Luxembourg

Grand Duchy of Luxembourg
Attention:  ]

Re:        $3,000,000,000 364-Day Credit Agreement
dated as of March 30, 2020 with Deere &
Company, and John Deere Capital Corporation and John Deere Bank S.A.

Ladies and Gentlemen:

In connection with the above $3,000,000,000 364-Day Credit Agreement, dated as of March 30, 2020, among Deere & Company, John Deere Capital Corporation, John Deere Bank S.A., the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent, we hereby represent and warrant that [name of Bank, address] is a [corporation] and is entitled to exemption from U.S. federal withholding tax on payments to it under the Agreement by virtue of Section 1441(c)(1) of the Internal Revenue Code of the United States of America and Treasury Regulation Section 1.1441-4(a) thereunder.

K-2

We enclose herewith two copies of Form W-8ECI of the U.S. Internal Revenue Service.

Yours faithfully,
[NAME OF BANK]
By:
	Title:

cc:         JPMorgan Chase Bank, N.A., as Administrative Agent

EXHIBIT L

[FORM OF REPLACEMENT BANK AGREEMENT]

THIS AGREEMENT, dated as of _____, 20__ (“Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”) ____________ (“New Bank”) and JPMorgan Chase Bank, N.A., as Administrative Agent for the Existing Banks referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Capital Corporation, JD Luxembourg, the several financial institutions parties thereto (the “Existing Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent are parties to the $3,000,000,000 364-Day Credit Agreement, dated as of March 30, 2020 (as the same may have been or may hereafter be amended, supplemented or otherwise modified, the “Credit Agreement”; terms defined therein being used herein as therein defined);

WHEREAS, subsection 2.19 of the Credit Agreement provides that one or more financial institutions (which may be Existing Banks) may be added as a “Bank” or “Banks” for purposes of the Credit Agreement upon the cancellation of all or a portion of the Commitments pursuant to subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) of the Credit Agreement or the expiration of all or a portion of the Commitments pursuant to subsection 2.16(b) of the Credit Agreement or upon a Defaulting Bank becoming a Cancelled Bank and the execution of an agreement in substantially the form of this Agreement;

WHEREAS, the Borrowers have cancelled or there have expired an aggregate principal amount of Commitments equal to $______which have not heretofore been replaced (the “Cancelled Commitments”; the Banks that are maintaining or have maintained the Cancelled Commitments being collectively referred to as “Cancelled Banks”); such Cancelled Commitments being on the date hereof, or on the date of notice of cancellation hereof having been, utilized as follows:

Principal Amount		Last day of Interest Period
I	Unused Portion	N/A
II	Committed Rate Loans
Eurocurrency Loans 1 2 3

L-2

	ABR Loans	N/A
III	Bid Loans
1 2 3
IV	Negotiated Rate Loans
1 2 3

WHEREAS, the cancellation of the Cancelled Commitments is effective in accordance with the Credit Agreement; and

WHEREAS, [the Borrowers desire the New Bank to become, and the New Bank is agreeable, to becoming, a “Bank” for purposes of the Credit Agreement] [the New Bank is an Existing Bank and the Borrowers desire the New Bank to increase, and the New Bank is agreeable to increasing, its Commitment] on the terms contained herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1.  Benefits of Agreement.  The Borrowers, the Administrative Agent and the New Bank hereby [agree that on and as of the date hereof the New Bank shall be] [confirm that the New Bank is] a “Bank” for all purposes and shall [continue to] be bound by and entitled to the benefits of the Credit Agreement [as if the New Bank had been named on the signature pages thereof], provided that the New Bank shall not assume and shall, except as herein provided, have no obligations in respect of any Loans outstanding on the date hereof and made by any [Existing Bank.] [Cancelled Bank.]*

2.  Commitment of New Bank.  The Borrowers, the Administrative Agent and the New Bank hereby agree that on and as of the dates set forth below the New Bank shall replace, as specified herein, _% (such percentage being referred to as the New Bank’s “Percentage”) of each utilization of the Cancelled Commitments [set forth in the third recital hereof] [set forth under the caption “Committed Rate Loans”] and that the aggregate Commitment of the New Bank shall on and as of the date hereof be $_____**.  In connection therewith, the Borrowers, the Administrative Agent and the New Bank hereby agree as follows***:

(i)  for purposes of determining such New Bank’s pro rata share of each Committed Rate Loan borrowing advanced on or after the date hereof such Bank’s Commitment shall be equal to $[same as above];

As appropriate for New or Existing Banks.

**Insert amount equal to sum of New Bank’s existing Commitment, if any, plus New Bank’s Percentage of Cancelled Commitments.

***The following clauses (ii)-(iii) may be altered to reflect the agreements among the Cancelled Bank, the New Bank and the Borrowers provided such agreements do not adversely affect any Existing Bank or the Administrative Agent.

L-3

(ii)  the unused and available portion of such New Bank’s Commitment shall be deemed utilized by its Percentage of the Committed Rate Loans made by the Cancelled Banks and listed in the third recital hereof.  In furtherance thereof, the unused and available portion of such New Bank’s Commitment shall, on the earlier of (x) the last day of each Interest Period specified for each outstanding Committed Rate Loan in the third recital hereof (and the payment in full to the Cancelled Banks of the principal thereof and accrued interest thereon) and (y) the prepayment of the principal of such Loans together with accrued interest thereon, automatically and without any further action by any party increase by an amount equal to the New Bank’s Percentage of such Loan; and

(iii)  [(A)]  [concurrently with the execution hereof the New Bank shall disburse to each Borrower in immediately available funds such amount as shall be necessary so that the ratio which each Bank’s outstanding ABR Loans bears to all of the outstanding ABR Loans equals the ratio which each Bank’s Commitment (determined, for the New Bank, in accordance with clause (i) above) bears to all of the Commitments (determined, for the New Bank, in accordance with the immediately foregoing parenthetical);]

[(B)] [on the last day of each Interest Period for each outstanding Eurocurrency Loan, automatically and without any further action by either Borrower, the New Bank shall disburse to each Borrower in immediately available funds such amounts as shall be necessary so that the ratio which each Bank’s outstanding Eurocurrency Loans, bears to all of the outstanding Eurocurrency Loans, equals the ratio which each Bank’s Commitment (determined, for the New Bank, in accordance with clause (i) hereof) bears to all of the Commitments (determined, for the New Bank, in accordance with the immediately foregoing parenthetical);]

[(C)] [Funding of outstanding Bid Loans of Cancelled Banks]*

[(D)] [Funding of outstanding Negotiated Rate Loans of Cancelled Banks].

3.  Representation and Warranty of Borrowers.  The Borrowers hereby represent and warrant that after giving effect to the provisions of paragraph 2 hereof the aggregate principal amount of the Commitments of all Banks (including, without limitation, the Commitment of the New Bank but excluding the cancelled or expired portion of the Commitments of the Cancelled Banks) under the Credit Agreement do not exceed the aggregate principal amount of the Commitments in effect immediately prior to the cancellation referred to in the third recital hereof.

4.  Confidentiality.  The New Bank agrees to [continue to] be bound by the provisions of subsection 10.7 of the Credit Agreement.

[5.  Taxes.  The New Bank (i) represents to the Administrative Agent and the Borrowers that [it is incorporated under the laws of the United States or a state thereof][under applicable law and treaties no taxes will be required to be withheld by the Administrative Agent or the Borrowers with respect to any payments to be made to such New Bank in respect of the Loans], (ii) represents that it has furnished to the Administrative Agent and the Borrowers (A) [a statement that it is incorporated under the laws of the United States or a state thereof][a letter in duplicate in the form of Exhibit [J][K] to the Credit Agreement and two duly completed copies of United States Internal Revenue Service Form [W-8BEN-E] [W-8ECI] [successor applicable form], certifying that such New Bank is entitled to receive payments under the Credit Agreement without deduction or withholding of any United States federal income taxes],

To be completed upon agreement of Borrowers and New Bank.

L-4

and (B) [an Internal Revenue Service Form [W-8BEN-E] [successor applicable form] to establish an exemption from United States backup withholding tax, and (iii) agrees to provide the Administrative Agent and the Borrowers a new Form [W-8BEN-E] and Form [W-8ECI], or successor applicable form or other manner of certification, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it, certifying in the case of a Form [W-8BEN-E] [W-8ECI] that it is entitled to receive payments under the Credit Agreement without deduction or withholding of any United States federal income tax, and in the case of a Form [W-8BEN-E] establishing exemption from United States backup withholding tax.]*

[5][6].  Miscellaneous.  (a)  This Agreement may be executed by the parties hereto in separate counterparts and all of the counterparts taken together shall constitute one and the same instrument and shall be effective only upon receipt by the Administrative Agent of all of the counterparts.

(b)  This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

*Use for non-Existing Banks.

L-5

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above written.

DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:
[NAME OF NEW BANK]
By:
	Title:
	[Address]
	Telephone:
	Facsimile:
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By:
	Title:

EXHIBIT M

[FORM OF BID LOAN OR NEGOTIATED RATE LOAN NOTE]

PROMISSORY NOTE

$__________	New York, New York
	___________ __, 20__

FOR VALUE RECEIVED, the undersigned, [DEERE & COMPANY] [JOHN DEERE CAPITAL CORPORATION], a Delaware corporation (the “Borrower”), hereby promises to pay on [insert maturity date or dates] to ________________ or registered assigns (the “Bank”) at the office of [JPMorgan Chase Bank, N.A. located at 383 Madison Avenue, New York, New York 10179 ‑‑ for Bid Loan Note] [Name and address of Bank ‑‑ for Negotiated Rate Loan Note], in lawful money of [the United States of America] and in immediately available funds, the principal sum of ______________[DOLLARS ($____________)].  The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time from the date hereof [at the rate of ___% per annum ‑‑ for Bid Loan Note] [specify rate for Negotiated Rate Loan Note] (calculated on the basis of a year of 360 days and actual days elapsed) until the due date hereof (whether at the stated maturity, by acceleration, or otherwise) and thereafter at the rates determined or agreed in accordance with subsection 2.2(e) of the $3,000,000,000 364-Day Credit Agreement, dated as of March 30, 2020 (the “Credit Agreement”), among the Borrower, [Deere & Company] [John Deere Capital Corporation], John Deere Bank S.A., the Bank, the other financial institutions parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Interest shall be payable on _______________.  This Note may be prepaid pursuant to the provisions of subsection 2.6 of the Credit Agreement.

This Note is one of the [Bid] [Negotiated Rate Loan] Notes referred to in, is subject to and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement.

Terms defined in the Credit Agreement are used herein with their defined meanings unless otherwise defined herein.  This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[DEERE & COMPANY]
[JOHN DEERE CAPITAL CORPORATION]
By:
	Title:

EXHIBIT N

FORM OF

NEW BANK SUPPLEMENT

SUPPLEMENT, dated _______ __, to the $3,000,000,000 364-Day Credit Agreement (as in effect on the date hereof, the “Credit Agreement”) dated as of March 30, 2020, among Deere & Company (the “Company”), John Deere Capital Corporation, John Deere Bank S.A., the banks and other financial institutions from time to time party thereto (each a “Bank,” and together, the “Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Banks, Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Unless the context otherwise requires, all capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Credit Agreement provides in subsection 2.20 thereof that any bank or financial institution, although not originally a party thereto, may become a party to the Credit Agreement in accordance with the terms thereof by executing and delivering to the Borrowers and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this New Bank Supplement; and

WHEREAS, the undersigned was not an original party to the Credit Agreement but now desires to become a party thereto;

NOW, THEREFORE, the undersigned hereby agrees as follows:

The undersigned agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date this New Bank Supplement is accepted by the Borrowers and the Administrative Agent, become a Bank for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment of $__________________.

The undersigned (a) represents and warrants that it is legally authorized to enter into this New Bank Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this New Bank Supplement; (c) agrees that it has made and will, independently and without reliance upon any Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank including, without limitation, its obligation pursuant to subsection 2.17(c), subsection 2.17(d) and subsection 2.17(e) of the Credit Agreement.

N-2

The undersigned’s address for notices for the purposes of the Credit Agreement is as follows:

_______________________

Attention:_______________

_______________________

_______________________

Fax:____________________

N-3

IN WITNESS WHEREOF, the undersigned has caused this New Bank Supplement to be executed and delivered by a duly authorized officer on the date first above written.

[NAME OF NEW BANK]
By:
	Title:

Accepted this _____ day of
______________, 20__
DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:
Accepted this _____ day of
______________, 20__
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
	Title:

EXHIBIT O

FORM OF

COMMITMENT INCREASE SUPPLEMENT

SUPPLEMENT, dated _______ 20__, to the $3,000,000,000 364-Day Credit Agreement (as in effect on the date hereof, the “Credit Agreement”) dated as of March 30, 2020, among Deere & Company (the “Company”), John Deere Capital Corporation, John Deere Bank S.A., the banks and other financial institutions from time to time party thereto (each a “Bank,” and together, the “Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Citibank, N.A., as Documentation Agent, and Bank of America, N.A., as Syndication Agent.  Unless the context otherwise requires, all capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, pursuant to the provisions of subsection 2.20 of the Credit Agreement, the undersigned may increase the amount of its Commitment in accordance with the terms thereof by executing and delivering to the Borrowers and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and

WHEREAS, the undersigned now desires to increase the amount of its Commitment under the Credit Agreement;

NOW THEREFORE, the undersigned hereby agrees as follows:

1.  The undersigned agrees, subject to the terms and conditions of the Credit Agreement, that on the date this Supplement is accepted by the Borrowers and the Administrative Agent it shall have its Commitment increased by $______________, thereby making the amount of its Commitment $______________.

IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

[NAME OF BANK]
By:
	Title:

Accepted this _____ day of
______________, 20__
DEERE & COMPANY
By:
	Title:
JOHN DEERE CAPITAL CORPORATION
By:
	Title:
JOHN DEERE BANK S.A.
By:
	Title:
Accepted this _____ day of
______________, 20__
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
	Title:

EXHIBIT P-1

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Foreign Banks that Are not Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $3,000,000,000 364-Day Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF BANK]
By:
	Name:
	Title:
Date: [  ], 202[_]

EXHIBIT P-2

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Foreign Banks that Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $3,000,000,000 364-Day Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Agreement, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF BANK]
By:
	Name:
	Title:
Date: [  ], 202[_]

EXHIBIT P-3

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Non-U.S. Participants that Are not Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $3,000,000,000 364-Day Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned's conduct of a U.S. trade or business.

The undersigned has furnished its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank in writing and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:
Date: [ ], 202[_]

EXHIBIT P-4

FORM OF

CERTIFICATE OF NON-BANK STATUS

(For Non-U.S. Participants that Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the $3,000,000,000 364-Day Credit Agreement dated as of March 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Deere & Company (the “Company”), John Deere Capital Corporation (the “Capital Corporation”), John Deere Bank S.A. (the “JD Luxembourg”, and together with the Company and the Capital Corporation, the “Borrowers”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Documentation Agent, Bank of America, N.A., as Syndication Agent, and each Bank from time to time party thereto.

Pursuant to the provisions of Section 2.17 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten-percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business.

The undersigned has furnished its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of its partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:
Date: [ ], 202[_]

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, John C. May, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Deere & Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 28, 2020	By:	/s/ John C. May
			John C. May
			Chairman and Chief Executive Officer
			(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Ryan D. Campbell, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Deere & Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 28, 2020	By:	/s/ Ryan D. Campbell
			Ryan D. Campbell
			Senior Vice President and Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

EX-32

EXHIBIT 32

STATEMENT PURSUANT TO

18 U.S.C. SECTION 1350

AS REQUIRED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Deere & Company (the “Company”) on Form 10-Q for the period ending May 3, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of our knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 28, 2020	/s/ John C. May	Chairman and Chief Executive Officer
	John C. May	(Principal Executive Officer)
		Senior Vice President and Chief Financial Officer
May 28, 2020	/s/ Ryan D. Campbell	(Principal Financial Officer and Principal
	Ryan D. Campbell	Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to Deere & Company and will be retained by Deere & Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

OTHER COMPREHENSIVE INCOME ITEMS

6 Months Ended

May 03, 2020

OTHER COMPREHENSIVE INCOME ITEMS

OTHER COMPREHENSIVE INCOME ITEMS

(5)  Other Comprehensive Income Items

The after-tax changes in accumulated other comprehensive income (loss) in millions of dollars follow:

									Total
					Unrealized		Unrealized		Accumulated
	Retirement		Cumulative		Gain (Loss)		Gain (Loss)		Other
	Benefits		Translation		on		on		Comprehensive
	Adjustment		Adjustment		Derivatives		Debt Securities		Income (Loss)
Balance October 28, 2018	$	(3,237)	$	(1,203)	$	15	$	(2)	$	(4,427)
ASU No. 2016-01 adoption								(8)		(8)
Other comprehensive income (loss) items before reclassification		32		(244)		(11)		16		(207)
Amounts reclassified from accumulated other comprehensive income		36				(4)				32
Net current period other comprehensive income (loss)		68		(244)		(15)		16		(175)
Balance April 28, 2019	$	(3,169)	$	(1,447)			$	6	$	(4,610)
Balance November 3, 2019	$	(3,915)	$	(1,651)	$	(60)	$	19	$	(5,607)
Other comprehensive income (loss) items before reclassification		186		(398)		(13)		11		(214)
Amounts reclassified from accumulated other comprehensive income		101				5				106
Net current period other comprehensive income (loss)		287		(398)		(8)		11		(108)
Balance May 3, 2020	$	(3,628)	$	(2,049)	$	(68)	$	30	$	(5,715)

Following are amounts recorded in and reclassifications out of other comprehensive income (loss), and the income tax effects, in millions of dollars:

	Before		Tax		After
	Tax		(Expense)		Tax
Three Months Ended May 3, 2020	Amount		Credit		Amount
Cumulative translation adjustment	$	(441)			$	(441)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(15)	$	3		(12)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		4				4
Net unrealized gain (loss) on derivatives		(11)		3		(8)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		8		(2)		6
Net unrealized gain (loss) on debt securities		8		(2)		6
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(28)		6		(22)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		62		(16)		46
Prior service (credit) cost		3				3
Settlements		3				3
OPEB
Net actuarial gain (loss)		29		(7)		22
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		7		(1)		6
Prior service (credit) cost		(1)				(1)
Net unrealized gain (loss) on retirement benefits adjustment		75		(18)		57
Total other comprehensive income (loss)	$	(369)	$	(17)	$	(386)

	Before		Tax		After
	Tax		(Expense)		Tax
Six Months Ended May 3, 2020	Amount		Credit		Amount
Cumulative translation adjustment	$	(398)			$	(398)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(17)	$	4		(13)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		6		(1)		5
Net unrealized gain (loss) on derivatives		(11)		3		(8)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		14		(3)		11
Net unrealized gain (loss) on debt securities		14		(3)		11
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(27)		6		(21)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		124		(42)		82
Prior service (credit) cost		6		(1)		5
Settlements		6		(1)		5
OPEB
Net actuarial gain (loss)		274		(67)		207
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		14		(3)		11
Prior service (credit) cost		(2)				(2)
Net unrealized gain (loss) on retirement benefits adjustment		395		(108)		287
Total other comprehensive income (loss)			$	(108)	$	(108)

	Before		Tax		After
	Tax		(Expense)		Tax
Three Months Ended April 28, 2019	Amount		Credit		Amount
Cumulative translation adjustment	$	(83)	$	1	$	(82)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(6)		1		(5)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		(3)		1		(2)
Net unrealized gain (loss) on derivatives		(9)		2		(7)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		10		(2)		8
Net unrealized gain (loss) on debt securities		10		(2)		8
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(19)		4		(15)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		36		(9)		27
Prior service (credit) cost		3		(1)		2
OPEB
Net actuarial gain (loss)		60		(14)		46
Reclassification to other operating expense through amortization of: *
Actuarial (gain) loss		3		(1)		2
Prior service (credit) cost		(18)		5		(13)
Net unrealized gain (loss) on retirement benefits adjustment		65		(16)		49
Total other comprehensive income (loss)	$	(17)	$	(15)	$	(32)

In the second quarter of 2020 and 2019, the noncontrolling interests’ comprehensive income was none and $1 million, respectively, which consisted of net income.

	Before		Tax		After
	Tax		(Expense)		Tax
Six Months Ended April 28, 2019	Amount		Credit		Amount
Cumulative translation adjustment	$	(244)			$	(244)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(14)	$	3		(11)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		(5)		1		(4)
Net unrealized gain (loss) on derivatives		(19)		4		(15)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		20		(4)		16
Net unrealized gain (loss) on debt securities		20		(4)		16
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(18)		4		(14)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		71		(17)		54
Prior service (credit) cost		6		(2)		4
OPEB
Net actuarial gain (loss)		60		(14)		46
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		8		(2)		6
Prior service (credit) cost		(36)		8		(28)
Net unrealized gain (loss) on retirement benefits adjustment		91		(23)		68
Total other comprehensive income (loss)	$	(152)	$	(23)	$	(175)

* These accumulated other comprehensive income amounts are included in net periodic pension and OPEB costs. See Note 8 for additional detail.

In the first six months of 2020 and 2019, the noncontrolling interests’ comprehensive income was $2 million and $3 million, respectively, which consisted of net income.

XML

INCOME TAXES

6 Months Ended

May 03, 2020

INCOME TAXES

INCOME TAXES

(9)  Income Taxes

The lower effective tax rate in the first six months of 2020 primarily resulted from two discrete items. In January 2020, the Company changed the corporate structure of two foreign holding subsidiaries to be indirect branches of Deere & Company. The change in tax status generated a capital loss that will be carried back in the Company’s U.S. income tax return resulting in a $43 million benefit. In addition, a discrete benefit of $28 million was recognized for the excess tax benefits related to vesting or exercise of share-based compensation awards.

The Company’s unrecognized tax benefits at May 3, 2020, November 3, 2019, and April 28, 2019 were $610 million, $553 million, and $285 million. The liability at May 3, 2020, November 3, 2019, and April 28, 2019 consisted of approximately $145 million, $153 million, and $133 million, respectively, which would affect the effective tax rate if the tax benefits were recognized. The increase from the prior year primarily relates to the interpretation of a repatriation tax regulation for fiscal year end companies. The remaining liability was related to tax positions for which there are offsetting tax receivables, or the uncertainty was only related to timing. The Company expects that any reasonably possible change in the amounts of unrecognized tax benefits in the next 12 months would not be significant.

XML

SEGMENT REPORTING (Tables)

6 Months Ended

May 03, 2020

SEGMENT REPORTING

Schedule of Segment Reporting Information

Worldwide net sales and revenues, operating profit, and identifiable assets by segment in millions of dollars follow:

	Three Months Ended					Six Months Ended
	May 3		April 28		%	May 3		April 28		%
	2020		2019		Change	2020		2019		Change
Net sales and revenues:
Agriculture and turf	$	5,968	$	7,282	-18	$	10,455	$	11,963	-13
Construction and forestry		2,256		2,991	-25		4,299		5,251	-18
Total net sales		8,224		10,273	-20		14,754		17,214	-14
Financial services		875		886	-1		1,806		1,741	+4
Other revenues		154		183	-16		324		371	-13
Total net sales and revenues	$	9,253	$	11,342	-18	$	16,884	$	19,326	-13
Operating profit: *
Agriculture and turf	$	794	$	1,019	-22	$	1,167	$	1,367	-15
Construction and forestry		96		347	-72		189		576	-67
Financial services		75		170	-56		254		362	-30
Total operating profit		965		1,536	-37		1,610		2,305	-30
Reconciling items **		(54)		(58)	-7		(133)		(144)	-8
Income taxes		(245)		(343)	-29		(295)		(528)	-44
Net income attributable to Deere & Company	$	666	$	1,135	-41	$	1,182	$	1,633	-28
Intersegment sales and revenues:
Agriculture and turf net sales	$	8	$	10	-20	$	15	$	18	-17
Construction and forestry net sales									1
Financial services		93		96	-3		159		168	-5
Equipment operations outside the U.S. and Canada:
Net sales	$	3,226	$	4,141	-22	$	6,006	$	6,959	-14
Operating profit		184		482	-62		408		658	-38

	May 3		November 3
	2020		2019
Identifiable assets:
Agriculture and turf	$	10,378	$	10,379
Construction and forestry		9,336		9,387	-1
Financial services		48,664		48,483
Corporate		8,948		4,762	+88
Total assets	$	77,326	$	73,011	+6

* Operating profit is income from continuing operations before corporate expenses, certain external interest expense, certain foreign exchange gains and losses, and income taxes. Operating profit of the financial services segment includes the effect of interest expense and foreign exchange gains and losses.

** Reconciling items are primarily corporate expenses, certain external interest expense, certain foreign exchange gains and losses, pension and postretirement benefit costs excluding the service cost component, and net income attributable to noncontrolling interests.

XML

OTHER COMPREHENSIVE INCOME ITEMS (Tables)

6 Months Ended

May 03, 2020

OTHER COMPREHENSIVE INCOME ITEMS

Schedule of After-Tax Changes in Accumulated Other Comprehensive Income (Loss)

The after-tax changes in accumulated other comprehensive income (loss) in millions of dollars follow:

									Total
					Unrealized		Unrealized		Accumulated
	Retirement		Cumulative		Gain (Loss)		Gain (Loss)		Other
	Benefits		Translation		on		on		Comprehensive
	Adjustment		Adjustment		Derivatives		Debt Securities		Income (Loss)
Balance October 28, 2018	$	(3,237)	$	(1,203)	$	15	$	(2)	$	(4,427)
ASU No. 2016-01 adoption								(8)		(8)
Other comprehensive income (loss) items before reclassification		32		(244)		(11)		16		(207)
Amounts reclassified from accumulated other comprehensive income		36				(4)				32
Net current period other comprehensive income (loss)		68		(244)		(15)		16		(175)
Balance April 28, 2019	$	(3,169)	$	(1,447)			$	6	$	(4,610)
Balance November 3, 2019	$	(3,915)	$	(1,651)	$	(60)	$	19	$	(5,607)
Other comprehensive income (loss) items before reclassification		186		(398)		(13)		11		(214)
Amounts reclassified from accumulated other comprehensive income		101				5				106
Net current period other comprehensive income (loss)		287		(398)		(8)		11		(108)
Balance May 3, 2020	$	(3,628)	$	(2,049)	$	(68)	$	30	$	(5,715)

Schedule of Amounts Recorded in and Reclassifications out of Other Comprehensive Income (Loss) and the Income Tax Effects

Following are amounts recorded in and reclassifications out of other comprehensive income (loss), and the income tax effects, in millions of dollars:

	Before		Tax		After
	Tax		(Expense)		Tax
Three Months Ended May 3, 2020	Amount		Credit		Amount
Cumulative translation adjustment	$	(441)			$	(441)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(15)	$	3		(12)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		4				4
Net unrealized gain (loss) on derivatives		(11)		3		(8)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		8		(2)		6
Net unrealized gain (loss) on debt securities		8		(2)		6
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(28)		6		(22)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		62		(16)		46
Prior service (credit) cost		3				3
Settlements		3				3
OPEB
Net actuarial gain (loss)		29		(7)		22
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		7		(1)		6
Prior service (credit) cost		(1)				(1)
Net unrealized gain (loss) on retirement benefits adjustment		75		(18)		57
Total other comprehensive income (loss)	$	(369)	$	(17)	$	(386)

	Before		Tax		After
	Tax		(Expense)		Tax
Six Months Ended May 3, 2020	Amount		Credit		Amount
Cumulative translation adjustment	$	(398)			$	(398)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(17)	$	4		(13)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		6		(1)		5
Net unrealized gain (loss) on derivatives		(11)		3		(8)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		14		(3)		11
Net unrealized gain (loss) on debt securities		14		(3)		11
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(27)		6		(21)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		124		(42)		82
Prior service (credit) cost		6		(1)		5
Settlements		6		(1)		5
OPEB
Net actuarial gain (loss)		274		(67)		207
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		14		(3)		11
Prior service (credit) cost		(2)				(2)
Net unrealized gain (loss) on retirement benefits adjustment		395		(108)		287
Total other comprehensive income (loss)			$	(108)	$	(108)

	Before		Tax		After
	Tax		(Expense)		Tax
Three Months Ended April 28, 2019	Amount		Credit		Amount
Cumulative translation adjustment	$	(83)	$	1	$	(82)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(6)		1		(5)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		(3)		1		(2)
Net unrealized gain (loss) on derivatives		(9)		2		(7)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		10		(2)		8
Net unrealized gain (loss) on debt securities		10		(2)		8
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(19)		4		(15)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		36		(9)		27
Prior service (credit) cost		3		(1)		2
OPEB
Net actuarial gain (loss)		60		(14)		46
Reclassification to other operating expense through amortization of: *
Actuarial (gain) loss		3		(1)		2
Prior service (credit) cost		(18)		5		(13)
Net unrealized gain (loss) on retirement benefits adjustment		65		(16)		49
Total other comprehensive income (loss)	$	(17)	$	(15)	$	(32)

In the second quarter of 2020 and 2019, the noncontrolling interests’ comprehensive income was none and $1 million, respectively, which consisted of net income.

	Before		Tax		After
	Tax		(Expense)		Tax
Six Months Ended April 28, 2019	Amount		Credit		Amount
Cumulative translation adjustment	$	(244)			$	(244)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)		(14)	$	3		(11)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		(5)		1		(4)
Net unrealized gain (loss) on derivatives		(19)		4		(15)
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		20		(4)		16
Net unrealized gain (loss) on debt securities		20		(4)		16
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(18)		4		(14)
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		71		(17)		54
Prior service (credit) cost		6		(2)		4
OPEB
Net actuarial gain (loss)		60		(14)		46
Reclassification to other operating expenses through amortization of: *
Actuarial (gain) loss		8		(2)		6
Prior service (credit) cost		(36)		8		(28)
Net unrealized gain (loss) on retirement benefits adjustment		91		(23)		68
Total other comprehensive income (loss)	$	(152)	$	(23)	$	(175)

* These accumulated other comprehensive income amounts are included in net periodic pension and OPEB costs. See Note 8 for additional detail.

In the first six months of 2020 and 2019, the noncontrolling interests’ comprehensive income was $2 million and $3 million, respectively, which consisted of net income.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CASH FLOW INFORMATION (Policies)

6 Months Ended

May 03, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CASH FLOW INFORMATION

Fiscal Period, Policy

The Company uses a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The second quarter ends for fiscal year 2020 and 2019 were May 3, 2020 and April 28, 2019, respectively. Both periods contained 13 weeks.

Use of Estimates in Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts and related disclosures. The identification and rapid spread of COVID-19 (COVID) has resulted in governments and other authorities implementing numerous measures designed to contain the virus. These and other actions have resulted in uncertainties in the Company’s business, which may result in actual results differing significantly from those estimates. Examples of estimates used in the financial statements affected by this uncertainty include sales incentive costs, incurred credit losses, the value of used equipment, equipment on operating lease return rates, forecasted annual effective income tax rate, and cash flows to determine long-lived assets, goodwill, and certain intangible asset recoverability, and fair value measurements.

Financing Receivables - Non-Performing, Policy

Past due balances of financing receivables still accruing finance income represent the total balance held (principal plus accrued interest) with any payment amounts 30 days or more past the contractual payment due date. Non-performing financing receivables represent loans for which the Company has ceased accruing finance income. The Company ceases accruing finance income when these receivables are generally 90 days delinquent. Generally, when receivables are 120 days delinquent the estimated uncollectible amount, after charging the dealer’s withholding account, if any, is written off to the allowance for credit losses. Finance income for non-performing receivables is recognized on a cash basis. Accrual of finance income is generally resumed when the receivable becomes contractually current and collections are reasonably assured.

Financing receivables are considered impaired when it is probable the Company will be unable to collect all amounts due according to the contractual terms. Receivables reviewed for impairment generally include those that are either past due, or have provided bankruptcy notification, or require significant collection efforts. Receivables that are impaired are generally classified as non-performing.

Troubled Debt Restructuring, Policy

A troubled debt restructuring is generally the modification of debt in which a creditor grants a concession it would not otherwise consider to a debtor that is experiencing financial difficulties. These modifications may include a reduction of the stated interest rate, an extension of the maturity dates, a reduction of the face amount or maturity amount of the debt, or a reduction of accrued interest.

Inventory Valuation, Policy

Most inventories owned by Deere & Company and its U.S. equipment subsidiaries and certain foreign equipment subsidiaries are valued at cost on the “last-in, first-out” (LIFO) method.

Lessee Lease, Policy

The Company recognizes on the balance sheet a lease liability and a right of use asset for leases with a term greater than 12 months for both operating and finance leases.

The amounts of the lease liability and right of use asset are determined at lease commencement and are based on the present value of the lease payments over the lease term. The lease payments are discounted using the Company’s incremental borrowing rate since the rate implicit in the lease is generally not readily determinable. The Company determines the incremental borrowing rate for each lease based primarily on the lease term and the economic environment of the country where the asset will be used, adjusted as if the borrowings were collateralized. Leases with contractual periods greater than 12 months and that do not meet the finance lease criteria are classified as operating leases.

Certain real estate leases contain one or more options to terminate or renew, with terms that can generally extend the lease term from one to 10 years. Options that the Company is reasonably certain to exercise are included in the lease term.

Lease and Non-lease Components, Policy

The Company has elected to combine lease and non-lease components, such as maintenance and utilities costs included in a lease contract, for all asset classes.

Short-term lease, Policy

Leases with an initial term of 12 months or less are expensed on a straight-line basis over the lease term and recorded in short-term lease expense.

Lessor Leases, Policy

The Company estimates the residual values for operating leases at lease inception based on several factors, including lease term, expected hours of usage, historical wholesale sale prices, return experience, intended use of the equipment, market dynamics and trends, and dealer residual guarantees. The Company reviews residual value estimates during the lease term and tests the carrying value of its operating lease assets for impairment when events or circumstances necessitate. The depreciation is adjusted on a straight-line basis over the remaining lease term if residual value estimates decline. Lease agreements include usage limits and specifications on machine condition, which allow the Company to assess lessees for excess use or damages to the underlying equipment.

Product Warranties

The Company generally determines its total warranty liability by applying historical claims rate experience to the estimated amount of equipment that has been sold and is still under warranty based on dealer inventories and retail sales. The historical claims rate is primarily determined by a review of five-year claims costs and current quality developments.

Extended Product Warranty, Policy

The premiums for extended warranties are primarily recognized in income in proportion to the costs expected to be incurred over the contract period.

Fair Value of Financial Instruments, Policy

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, the Company uses various methods including market and income approaches. The Company utilizes valuation models and techniques that maximize the use of observable inputs. The models are industry-standard models that consider various assumptions including time values and yield curves as well as other economic measures. These valuation techniques are consistently applied.

Derivative Financial Instruments

It is the Company’s policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading. The Company’s financial services operations manage the relationship of the types and amounts of their funding sources to their receivable and lease portfolio in an effort to

diminish risk due to interest rate and foreign currency fluctuations, while responding to favorable financing opportunities. The Company also has foreign currency exposures at some of its foreign and domestic operations related to buying, selling, and financing in currencies other than the functional currencies. In addition, the Company has interest rate exposure at certain equipment operations units for below market retail financing programs that are used as sales incentives and are offered for extended periods.

All derivatives are recorded at fair value on the balance sheet. Cash collateral received or paid is not offset against the derivative fair values on the balance sheet. Each derivative is designated as a cash flow hedge, a fair value hedge, or remains undesignated. All designated hedges are formally documented as to the relationship with the hedged item as well as the risk-management strategy. Both at inception and on an ongoing basis the hedging instrument is assessed as to its effectiveness. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, the hedge designation is removed, or the derivative is terminated, hedge accounting is discontinued.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CASH FLOW INFORMATION (Details) - USD ($) $ in Millions	6 Months Ended
	May 03, 2020	Apr. 28, 2019	Nov. 03, 2019	Oct. 28, 2018
Transfer of inventory to equipment on operating leases	$ 255	$ 308
Accounts payable related to purchases of property and equipment	46	74
Restricted cash	103	102	$ 99	$ 111
Equipment Operations
Restricted cash	11	10	21	7
Financial Services
Restricted cash	$ 92	$ 92	$ 78	$ 104

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REVENUE RECOGNITION - Unsatisfied Performance Obligations (Details) $ in Millions	May 03, 2020 USD ($)
Unsatisfied performance obligations
Performance obligations for contracts with an original duration greater than one year	$ 907
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-05-04
Unsatisfied performance obligations
Performance obligations for contracts with an original duration greater than one year	$ 214
Period estimated revenue to be recognized	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-11-02
Unsatisfied performance obligations
Performance obligations for contracts with an original duration greater than one year	$ 320
Period estimated revenue to be recognized	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-11-01
Unsatisfied performance obligations
Performance obligations for contracts with an original duration greater than one year	$ 205
Period estimated revenue to be recognized	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-31
Unsatisfied performance obligations
Performance obligations for contracts with an original duration greater than one year	$ 109
Period estimated revenue to be recognized	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-30
Unsatisfied performance obligations
Performance obligations for contracts with an original duration greater than one year	$ 45
Period estimated revenue to be recognized	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-28
Unsatisfied performance obligations
Performance obligations for contracts with an original duration greater than one year	$ 14
Period estimated revenue to be recognized	24 months

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EMPLOYEE-SEPARATION PROGRAM (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended	12 Months Ended
	May 03, 2020	Feb. 02, 2020	May 03, 2020	Oct. 31, 2021	Nov. 01, 2020
OPEB
Employee-Separation Program
Curtailment expense			$ (21)
Employee-Separation Program
Employee-Separation Program
Total employee-separation programs' expenses, pretax	$ 9		$ 136
Employee-Separation Program | OPEB | United States
Employee-Separation Program
Curtailment expense		$ (21)
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Curtailment Gain (Loss), Statement of Income or Comprehensive Income [Extensible List]		Other Cost of Operating Revenue
Employee-Separation Program | Forecasted
Employee-Separation Program
Total employee-separation programs' expenses, pretax					$ 138
Employee-separation programs savings				$ 85	$ 65
Employee-Separation Program | Agriculture and Turf
Employee-Separation Program
Employee-separation programs' expenses allocation (as a percent)			74.00%
Employee-Separation Program | Construction and Forestry
Employee-Separation Program
Employee-separation programs' expenses allocation (as a percent)			24.00%
Employee-Separation Program | Financial Services
Employee-Separation Program
Employee-separation programs' expenses allocation (as a percent)			2.00%
Employee-Separation Program | Operating Profit
Employee-Separation Program
Total employee-separation programs' expenses, pretax			$ 113
Employee-Separation Program | Cost of Sales
Employee-Separation Program
Employee-separation programs' expenses allocation (as a percent)			36.00%
Employee-Separation Program | Research and Development
Employee-Separation Program
Employee-separation programs' expenses allocation (as a percent)			16.00%
Employee-Separation Program | Selling, Administrative, and General Expenses
Employee-Separation Program
Employee-separation programs' expenses allocation (as a percent)			48.00%

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OTHER COMPREHENSIVE INCOME ITEMS - Noncontrolling Interests' (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interests
Comprehensive income (loss) attributable to noncontrolling interests	$ 0	$ 1	$ 2	$ 3
Net income attributable to noncontrolling interests	$ 0	$ 1	$ 2	$ 3

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SUPPLEMENTAL CONSOLIDATING DATA - Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Millions	May 03, 2020	Feb. 02, 2020	Nov. 04, 2019	Nov. 03, 2019	Apr. 28, 2019	Jan. 27, 2019	Oct. 28, 2018
Assets
Cash and cash equivalents	$ 8,900			$ 3,857	$ 3,484
Marketable securities	626			581	545
Receivables from unconsolidated subsidiaries and affiliates	32			46	34
Trade accounts and notes receivable - net	5,986			5,230	7,519
Financing receivables - net	27,256			29,195	25,870
Financing receivables securitized - net	4,685			4,383	4,814
Other receivables	1,212			1,487	1,477
Equipment on operating leases - net	7,245			7,567	7,040
Inventories	6,171			5,975	7,161
Property and equipment - net	5,685			5,973	5,757
Investments in unconsolidated subsidiaries and affiliates	192			215	235
Goodwill	2,917			2,917	3,025		$ 3,101
Other intangible assets - net	1,311		$ 1,357	1,380	1,476
Retirement benefits	960			840	1,383
Deferred income taxes	1,435			1,466	1,039
Other assets	2,713		2,301	1,899	1,871
Total Assets	77,326			73,011	72,730
Liabilities
Short-term borrowings	11,179		10,795	10,784	11,762
Short-term securitization borrowings	4,640			4,321	4,702
Payables to unconsolidated subsidiaries and affiliates	91			142	200
Accounts payable and accrued expenses	9,072		10,004	9,656	9,626
Deferred income taxes	475			495	514
Long-term borrowings	34,324		$ 30,249	30,229	28,255
Retirement benefits and other liabilities	5,680			5,953	5,733
Total liabilities	65,461			61,580	60,792
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest (Note 22)				14	14
Stockholders' Equity
Common stock, $1 par value (issued shares at May 3, 2020 - 536,431,204)	$ 4,713			4,642	4,559
Common stock, par value (in dollars per share)	$ 1
Common stock, issued shares	536,431,204
Common stock in treasury	$ (17,690)			(17,474)	(16,739)
Retained earnings	30,556			29,852	28,709
Accumulated other comprehensive income (loss)	(5,715)			(5,607)	(4,610)
Total Deere & Company stockholders' equity	11,864			11,413	11,919
Noncontrolling interests	1			4	5
Total stockholders' equity	11,865	$ 11,930		11,417	11,924	$ 11,333	$ 11,291
Total Liabilities and Stockholders' Equity	77,326			73,011	72,730
Equipment Operations
Assets
Cash and cash equivalents	7,466			3,175	2,894
Marketable securities	3			1	7
Receivables from unconsolidated subsidiaries and affiliates	2,248			2,017	1,091
Trade accounts and notes receivable - net	1,419			1,482	1,608
Financing receivables - net	118			65	101
Financing receivables securitized - net	37			44	59
Other receivables	1,072			1,376	1,325
Inventories	6,171			5,975	7,161
Property and equipment - net	5,642			5,929	5,712
Investments in unconsolidated subsidiaries and affiliates	5,119			5,326	5,187
Goodwill	2,917			2,917	3,025
Other intangible assets - net	1,311			1,380	1,476
Retirement benefits	908			836	1,325
Deferred income taxes	1,796			1,896	1,575
Other assets	1,506			1,158	1,235
Total Assets	37,733			33,577	33,781
Liabilities
Short-term borrowings	1,398			987	1,337
Short-term securitization borrowings	37			44	58
Payables to unconsolidated subsidiaries and affiliates	91			142	200
Accounts payable and accrued expenses	8,416			9,232	9,470
Deferred income taxes	395			414	461
Long-term borrowings	9,947			5,415	4,679
Retirement benefits and other liabilities	5,584			5,912	5,638
Total liabilities	25,868			22,146	21,843
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest (Note 22)				14	14
Stockholders' Equity
Common stock, $1 par value (issued shares at May 3, 2020 - 536,431,204)	$ 4,713			4,642	4,559
Common stock, par value (in dollars per share)	$ 1
Common stock, issued shares	536,431,204
Common stock in treasury	$ (17,690)			(17,474)	(16,739)
Retained earnings	30,556			29,852	28,709
Accumulated other comprehensive income (loss)	(5,715)			(5,607)	(4,610)
Total Deere & Company stockholders' equity	11,864			11,413	11,919
Noncontrolling interests	1			4	5
Total stockholders' equity	11,865			11,417	11,924
Total Liabilities and Stockholders' Equity	37,733			33,577	33,781
Financial Services
Assets
Cash and cash equivalents	1,434			682	590
Marketable securities	623			580	538
Trade accounts and notes receivable - net	6,050			5,153	7,554
Financing receivables - net	27,138			29,130	25,769
Financing receivables securitized - net	4,648			4,339	4,755
Other receivables	148			116	166
Equipment on operating leases - net	7,245			7,567	7,040
Property and equipment - net	43			44	45
Investments in unconsolidated subsidiaries and affiliates	17			16	16
Retirement benefits	58			58	58
Deferred income taxes	52			57	73
Other assets	1,208			741	636
Total Assets	48,664			48,483	47,240
Liabilities
Short-term borrowings	9,781			9,797	10,425
Short-term securitization borrowings	4,603			4,277	4,644
Payables to unconsolidated subsidiaries and affiliates	2,216			1,970	1,057
Accounts payable and accrued expenses	2,149			1,836	1,813
Deferred income taxes	493			568	662
Long-term borrowings	24,377			24,814	23,576
Retirement benefits and other liabilities	101			94	95
Total liabilities	43,720			43,356	42,272
Commitments and contingencies (Note 16)
Stockholders' Equity
Common stock, $1 par value (issued shares at May 3, 2020 - 536,431,204)	2,114			2,107	2,107
Retained earnings	3,349			3,378	3,228
Accumulated other comprehensive income (loss)	(519)			(358)	(367)
Total Deere & Company stockholders' equity	4,944			5,127	4,968
Total stockholders' equity	4,944			5,127	4,968
Total Liabilities and Stockholders' Equity	$ 48,664			$ 48,483	$ 47,240

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LEASES - Lease Payments - (Details) $ in Millions	May 03, 2020 USD ($)
Operating Leases
Remainder of 2020	$ 59
2021	79
2022	67
2023	46
2024	35
2025	19
Later years	35
Total lease payments	340
Less imputed interest	21
Total operating lease liabilities	319
Finance Leases
Remainder of 2020	7
2021	13
2022	10
2023	5
2024	3
2025	1
Later years	3
Total lease payments	42
Less imputed interest	3
Total finance lease liabilities	$ 39

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COMMITMENTS AND CONTINGENCIES - Warranty (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
COMMITMENTS AND CONTINGENCIES
Historical claims rate, review period			5 years
Unamortized extended warranty premiums (deferred revenue)	$ 602	$ 525	$ 602	$ 525
Change in Warranty Liability and Unearned Premiums
Beginning of period balance	1,792	1,687	1,800	1,652
Payments	(223)	(234)	(453)	(462)
Amortization of premiums received	(51)	(56)	(110)	(111)
Accruals for warranties	210	256	432	510
Premiums received	69	69	134	134
Foreign exchange	(30)	(8)	(36)	(9)
End of period balance	$ 1,767	$ 1,714	$ 1,767	$ 1,714

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LEASES - Scheduled Payments on Sales-type and Direct Financings Leases Receivables, Current Year (Details) $ in Millions	May 03, 2020 USD ($)
Payments on Sales-type and Direct Financing Leases Receivables
Remainder of 2020	$ 460
2021	670
2022	409
2023	213
2024	103
2025	27
Later years	8
Total	$ 1,890

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LEASES - Lease Terms (Details)	6 Months Ended
	May 03, 2020
Lessee
Lessee, Operating Lease, Existence of Option to Extend [true false]	true
Lessee, Finance Lease, Existence of Option to Extend [true false]	true
Lessee, Operating Lease, Existence of Option to Terminate [true false]	true
Lessee, Finance Lease, Existence of Option to Terminate [true false]	true
Minimum
Lessee
Expected use period under lease	1 year
Renewal Term	1 year
Lessor
Financial Services segment lease period	1 year
Maximum
Lessee
Expected use period under lease	20 years
Renewal Term	10 years
Lessor
Financial Services segment lease period	7 years

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STATEMENT OF CONSOLIDATED INCOME - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Net Sales and Revenues
Net sales and revenues	$ 9,253	$ 11,342	$ 16,884	$ 19,326
Costs and Expenses
Research and development expenses	406	457	831	864
Selling, administrative and general expenses	906	947	1,715	1,710
Interest expense	342	351	678	704
Total	8,325	9,869	15,387	17,175
Income of Consolidated Group before Income Taxes	928	1,473	1,497	2,151
Provision for income taxes	245	343	295	528
Income of Consolidated Group	683	1,130	1,202	1,623
Equity in income (loss) of unconsolidated affiliates	(17)	6	(18)	13
Net Income	666	1,136	1,184	1,636
Less: Net income attributable to noncontrolling interests	0	1	2	3
Net Income Attributable to Deere & Company	$ 666	$ 1,135	$ 1,182	$ 1,633
Per Share Data
Basic (in dollars per share)	$ 2.13	$ 3.57	$ 3.77	$ 5.13
Diluted (in dollars per share)	$ 2.11	$ 3.52	$ 3.73	$ 5.07
Average Shares Outstanding
Basic (in shares)	313.2	317.9	313.3	318.1
Diluted (in shares)	316.2	322.2	316.7	322.4
Net Sales
Net Sales and Revenues
Net sales	$ 8,224	$ 10,273	$ 14,754	$ 17,214
Costs and Expenses
Costs and expenses	6,294	7,755	11,371	13,186
Finance and Interest Income
Net Sales and Revenues
Net sales and revenues	849	838	1,745	1,653
Other
Net Sales and Revenues
Net sales and revenues	180	231	385	459
Costs and Expenses
Costs and expenses	$ 377	$ 359	$ 792	$ 711

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ORGANIZATION AND CONSOLIDATION (Details) - USD ($) $ in Millions	3 Months Ended
	May 03, 2020	Apr. 28, 2019	Nov. 03, 2019
Fiscal period duration	91 days	91 days
Maximum Exposure to Losses
Maximum exposure to loss	$ 1,221
VIE-Not Primary Beneficiary
Maximum Exposure to Losses
Maximum exposure to loss	$ 13	$ 22	$ 22

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STATEMENT OF CONSOLIDATED CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	May 03, 2020	Apr. 28, 2019
Cash Flows from Operating Activities
Net income	$ 1,184	$ 1,636
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Provision for credit losses	107	37
Provision for depreciation and amortization	1,067	1,016
Impairment charges	114
Share-based compensation expense	48	44
Undistributed earnings of unconsolidated affiliates	(8)	(9)
Credit for deferred income taxes	(61)	(282)
Changes in assets and liabilities:
Trade, notes, and financing receivables related to sales	(491)	(2,731)
Inventories	(496)	(1,394)
Accounts payable and accrued expenses	(707)	(66)
Accrued income taxes payable/receivable	(173)	157
Retirement benefits	58	20
Other	134	77
Net cash provided by (used for) operating activities	776	(1,495)
Cash Flows from Investing Activities
Collections of receivables (excluding receivables related to sales)	9,624	9,176
Proceeds from maturities and sales of marketable securities	39	30
Proceeds from sales of equipment on operating leases	898	823
Cost of receivables acquired (excluding receivables related to sales)	(9,367)	(8,887)
Purchases of marketable securities	(71)	(59)
Purchases of property and equipment	(441)	(491)
Cost of equipment on operating leases acquired	(960)	(924)
Collateral on derivatives - net	319	60
Other	(11)	(100)
Net cash provided by (used for) investing activities	30	(372)
Cash Flows from Financing Activities
Increase in total short-term borrowings	1,138	1,570
Proceeds from long-term borrowings	7,275	4,232
Payments of long-term borrowings	(3,315)	(3,427)
Proceeds from issuance of common stock	70	95
Repurchases of common stock	(263)	(481)
Dividends paid	(481)	(462)
Other	(81)	(54)
Net cash provided by financing activities	4,343	1,473
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash	(102)	(35)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash	5,047	(429)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	3,956	4,015
Cash, Cash Equivalents, and Restricted Cash at End of Period	$ 9,003	$ 3,586

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

May 03, 2020

COMMITMENTS AND CONTINGENCIES

Reconciliation of the Changes in Warranty Liability and Unearned Premiums

A reconciliation of the changes in the warranty liability and unearned premiums in millions of dollars follows:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Beginning of period balance	$	1,792	$	1,687	$	1,800	$	1,652
Payments		(223)		(234)		(453)		(462)
Amortization of premiums received		(51)		(56)		(110)		(111)
Accruals for warranties		210		256		432		510
Premiums received		69		69		134		134
Foreign exchange		(30)		(8)		(36)		(9)
End of period balance	$	1,767	$	1,714	$	1,767	$	1,714

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SECURITIZATION OF FINANCING RECEIVABLES (Tables)

6 Months Ended

May 03, 2020

SECURITIZATION OF FINANCING RECEIVABLES

Unconsolidated Conduits, Carrying Amount of Liabilities Compared to Maximum Exposure to Loss

The Company’s carrying amount of the liabilities to the unconsolidated conduits, compared to the maximum exposure to loss related to these conduits, which would only be incurred in the event of a complete loss on the restricted assets, was as follows in millions of dollars:

	May 3, 2020
Carrying value of liabilities	$	1,154
Maximum exposure to loss		1,221

Components of Consolidated Restricted Assets, Secured Borrowings and Other Liabilities Related to Securitization Transactions

The components of consolidated restricted assets related to secured borrowings in securitization transactions follow in millions of dollars:

	May 3		November 3		April 28
	2020		2019		2019
Financing receivables securitized (retail notes)	$	4,703	$	4,395	$	4,826
Allowance for credit losses		(18)		(12)		(12)
Other assets		95		82		105
Total restricted securitized assets	$	4,780	$	4,465	$	4,919

The components of consolidated secured borrowings and other liabilities related to securitizations follow in millions of dollars:

	May 3		November 3		April 28
	2020		2019		2019
Short-term securitization borrowings	$	4,640	$	4,321	$	4,702
Accrued interest on borrowings		6		6		4
Total liabilities related to restricted securitized assets	$	4,646	$	4,327	$	4,706

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INCOME TAXES - (Details) - USD ($) $ in Millions	6 Months Ended
	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
INCOME TAXES
Capital loss carryback	$ 43
Excess tax benefits on equity compensation	(28)
UNRECOGNIZED TAX BENEFITS
Unrecognized tax benefits	610	$ 553	$ 285
Unrecognized tax benefits affecting effective tax rate if recognized	$ 145	$ 153	$ 133

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FAIR VALUE MEASUREMENTS - Recurring, Level 3 Measurements (Details) - Assets and Liabilities Measured at Fair Value on a Recurring Basis - Level 3 - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Fair Value, Recurring Level 3 Measurements from Available-for-Sale Marketable Securities
Beginning of period balance	$ 1	$ 6	$ 1	$ 8
Principal payments		(2)		(5)
Other				1
End of period balance	$ 1	$ 4	$ 1	$ 4

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DERIVATIVE INSTRUMENTS - Not Designated as Hedging Instruments (Details) - Not Designated as Hedging Instruments - USD ($) $ in Millions	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
Interest Rate Contracts
Derivatives Not Designated as Hedging Instruments
Notional amounts	$ 7,975	$ 9,166	$ 7,775
Foreign Exchange Contracts
Derivatives Not Designated as Hedging Instruments
Notional amounts	4,430	4,962	7,123
Cross-Currency Interest Rate Contracts
Derivatives Not Designated as Hedging Instruments
Notional amounts	$ 89	$ 92	$ 98

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FINANCING RECEIVABLES - Impaired (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	May 03, 2020	Apr. 28, 2019	Nov. 03, 2019
Analysis of Impaired Financing Receivables
Recorded investment, with specific allowance	$ 106	$ 35	$ 40
Recorded investment, without specific allowance	35	37	32
Recorded Investment	141	72	72
Unpaid principal balance, with specific allowance	104	34	39
Unpaid principal balance, without specific allowance	34	35	31
Unpaid Principal Balance	138	69	70
Specific Allowance	23	14	13
Average recorded investment, with specific allowance	113	36	40
Average recorded investment, without specific allowance	38	39	37
Average Recorded Investment	151	75	77
Agriculture and Turf
Analysis of Impaired Financing Receivables
Recorded Investment	113	54	49
Unpaid Principal Balance	111	53	48
Specific Allowance	18	11	8
Average Recorded Investment	121	57	52
Construction and Forestry
Analysis of Impaired Financing Receivables
Recorded Investment	28	18	23
Unpaid Principal Balance	27	16	22
Specific Allowance	5	3	5
Average Recorded Investment	$ 30	$ 18	$ 25

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INVENTORIES

6 Months Ended

May 03, 2020

INVENTORIES

INVENTORIES

(13)  Inventories

Most inventories owned by Deere & Company and its U.S. equipment subsidiaries and certain foreign equipment subsidiaries are valued at cost on the “last-in, first-out” (LIFO) method. If all of the Company’s inventories had been valued on a “first-in, first-out” (FIFO) method, estimated inventories by major classification in millions of dollars would have been as follows:

	May 3		November 3		April 28
	2020		2019		2019
Raw materials and supplies	$	2,394	$	2,285	$	2,424
Work-in-process		722		747		873
Finished goods and parts		4,646		4,613		5,729
Total FIFO value		7,762		7,645		9,026
Less adjustment to LIFO value		1,591		1,670		1,865
Inventories	$	6,171	$	5,975	$	7,161

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FAIR VALUE MEASUREMENTS

6 Months Ended

May 03, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

(17)  Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, the Company uses various methods including market and income approaches. The Company utilizes valuation models and techniques that maximize the use of observable inputs. The models are industry-standard models that consider various assumptions including time values and yield curves as well as other economic measures. These valuation techniques are consistently applied.

Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs.

The fair values of financial instruments that do not approximate the carrying values in millions of dollars follow:

	May 3, 2020				November 3, 2019				April 28, 2019
	Carrying Value		Fair Value *		Carrying Value		Fair Value *		Carrying Value		Fair Value *
Financing receivables – net:
Equipment operations	$	118	$	111	$	65	$	61	$	102	$	95
Financial services		27,138		27,317		29,130		29,106		25,768		25,697
Total	$	27,256	$	27,428	$	29,195	$	29,167	$	25,870	$	25,792
Financing receivables securitized – net:
Equipment operations	$	37	$	35	$	44	$	43	$	59	$	57
Financial services		4,648		4,722		4,339		4,362		4,755		4,726
Total	$	4,685	$	4,757	$	4,383	$	4,405	$	4,814	$	4,783
Short-term securitization borrowings:
Equipment operations	$	37	$	37	$	44	$	45	$	58	$	58
Financial services		4,603		4,632		4,277		4,302		4,644		4,653
Total	$	4,640	$	4,669	$	4,321	$	4,347	$	4,702	$	4,711
Long-term borrowings due within one year: **
Equipment operations	$	480	$	477	$	642	$	645	$	982	$	987
Financial services		6,587		6,609		6,786		6,788		5,321		5,305
Total	$	7,067	$	7,086	$	7,428	$	7,433	$	6,303	$	6,292
Long-term borrowings: **
Equipment operations	$	9,921	$	11,192	$	5,415	$	6,138	$	4,679	$	5,110
Financial services		24,377		24,537		24,814		25,122		23,576		23,805
Total	$	34,298	$	35,729	$	30,229	$	31,260	$	28,255	$	28,915

* Fair value measurements above were Level 3 for all financing receivables, Level 3 for equipment operations short-term securitization borrowings, and Level 2 for all other borrowings.

** Carrying values exclude finance lease liabilities that are presented as borrowings beginning in 2020 (see Notes 3 and 15).

Fair values of the financing receivables that were issued long-term were based on the discounted values of their related cash flows at interest rates currently being offered by the Company for similar financing receivables. The fair values of the remaining financing receivables approximated the carrying amounts.

Fair values of long-term borrowings and short-term securitization borrowings were based on current market quotes for identical or similar borrowings and credit risk, or on the discounted values of their related cash flows at current market interest rates. Certain long-term borrowings have been swapped to current variable interest rates. The carrying values of these long-term borrowings included adjustments related to fair value hedges.

Assets and liabilities measured at fair value on a recurring basis in millions of dollars follow*:

	May 3		November 3		April 28
	2020		2019		2019
Level 1:
Marketable securities
International equity securities ***	$	2
Equity fund ***		62	$	59	$	58
U.S. government debt securities		50		50		44
Total Level 1 marketable securities		114		109		102
Level 2:
Marketable securities
U.S. government debt securities		104		81		73
Municipal debt securities		63		60		55
Corporate debt securities		177		165		148
International debt securities		2		5		9
Mortgage-backed securities **		165		160		154
Total Level 2 marketable securities		511		471		439
Other assets
Derivatives:
Interest rate contracts		842		363		139
Foreign exchange contracts		92		20		99
Cross-currency interest rate contracts		17		1		2
Total Level 2 other assets		951		384		240
Accounts payable and accrued expenses
Derivatives:
Interest rate contracts		131		65		165
Foreign exchange contracts		68		71		48
Cross-currency interest rate contracts				3		2
Total Level 2 accounts payable and accrued expenses		199		139		215
Level 3:
Marketable securities
International debt securities		1		1		4

* Excluded from this table were the Company’s cash equivalents, which were carried at cost that approximates fair value. The cash equivalents consist primarily of money market funds and time deposits.

**  Primarily issued by U.S. government sponsored enterprises.

***During the second quarter of 2020 and 2019, net unrealized gains/(losses) on equity securities of $(8) million and $5 million, respectively, were recorded in “Other income.” During the first six months of 2020 and 2019, net unrealized gains/(losses) on equity securities were $(2) million and $5 million, respectively.

The contractual maturities of debt securities at May 3, 2020 in millions of dollars are shown below. Actual maturities may differ from those scheduled as a result of prepayments by the issuers. Because of the potential for prepayment on mortgage-backed securities, they are not categorized by contractual maturity.

	Amortized		Fair
	Cost		Value
Due in one year or less	$	21	$	17
Due after one through five years		98		102
Due after five through 10 years		99		109
Due after 10 years		157		169
Mortgage-backed securities		156		165
Debt securities	$	531	$	562

Fair value, recurring Level 3 measurements from available-for-sale marketable securities in millions of dollars follow:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Beginning of period balance	$	1	$	6	$	1	$	8
Principal payments				(2)				(5)
Other								1
End of period balance	$	1	$	4	$	1	$	4

Fair value, nonrecurring measurements from impairments in millions of dollars follow:

	Fair Value *					Losses
						Three Months Ended			Six Months Ended
	May 3		November 3		April 28	May 3		April 28	May 3		April 28
	2020		2019		2019	2020		2019	2020		2019
Equipment on operating leases – net	$	371	$	855		$	22		$	22
Property and equipment – net	$	70				$	62		$	62
Investments in unconsolidated affiliates	$	10				$	20		$	20
Other assets	$	59	$	142		$	10		$	10

*  See financing receivables with specific allowances in Note 11. The fair value measurement for the investment in unconsolidated affiliates was Level 1. The other fair value measurements were Level 3.

The following is a description of the valuation methodologies the Company uses to measure certain financial instruments on the balance sheet at fair value:

Marketable Securities – The portfolio of investments, except for the Level 3 measurement international debt securities, is primarily valued on a market approach (matrix pricing model) in which all significant inputs are observable or can be derived from or corroborated by observable market data such as interest rates, yield curves, volatilities, credit risk, and prepayment speeds. Funds are primarily valued using the fund’s net asset value, based on the fair value of the underlying securities. The Level 3 measurement international debt securities are primarily valued using an income approach based on discounted cash flows using yield curves derived from limited, observable market data.

Derivatives – The Company’s derivative financial instruments consist of interest rate swaps and caps, foreign currency futures, forwards and swaps, and cross-currency interest rate swaps. The portfolio is valued based on an income approach (discounted cash flow) using market observable inputs, including swap curves and both forward and spot exchange rates for currencies.

Financing Receivables – Specific reserve impairments are based on the fair value of the collateral, which is measured using a market approach (appraisal values or realizable values). Inputs include a selection of realizable values.

Equipment on Operating Leases – Net – The impairments are based on an income approach (discounted cash flow), using the contractual payments, plus estimates of return rates and equipment sale price at lease maturity. Inputs include historic return rates and realized sales values (see Note 21).

Property and Equipment – Net – The impairments are measured at the lower of the carrying amount, or fair value. The valuations were based on a cost approach. The inputs include replacement cost estimates adjusted for physical deterioration and economic obsolescence (see Note 21).

Investment in Unconsolidated Affiliates – Other than temporary impairments for investments measured as the difference between the implied fair value and the carrying value of the investments. The fair value for publicly traded entities is the share price multiplied by the shares owned (see Note 21).

Other Assets – The impairments are measured at the fair value of the matured operating lease inventory. The valuations were based on a market approach. The inputs include sales of comparable assets (see Note 21).

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IMPAIRMENTS

6 Months Ended

May 03, 2020

IMPAIRMENTS

IMPAIRMENTS

(21)  Impairments

In the second quarter of 2020, the Company recorded non-cash impairment charges as outlined below.

The fixed assets in an asphalt plant factory in Germany were impaired by $62 million pretax and after-tax. The impairment is the result of a decline in forecasted financial performance that indicated it was probable future cash flows would not cover the carrying amount of the net assets. The assets are included in the Company’s construction and forestry operations with the impairment recorded in “Cost of sales.”

The equipment on operating leases and matured operating lease inventory recorded in “Other assets” were impaired by $22 million and $10 million pretax, respectively, with an income tax benefit of approximately $9 million. The impairments were the result of higher expected equipment return rates and lower estimated values of used construction equipment than originally estimated with the probable effect that the future cash flows will not cover the carrying amount of the net assets. The assets are included in the financial services operations with the impairments recorded in “Other operating expenses.”

A minority investment in a construction equipment company headquartered in South Africa was impaired by $20 million pretax and after-tax. The impairment was the result of an other than temporary decline in value and was recorded in “Equity loss of unconsolidated affiliates.”

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LEASES (Tables)

6 Months Ended

May 03, 2020

LEASES

Summary of Lease Expense by Type

The lease expense by type consisted of the following in millions of dollars:

	Three Months Ended		Six Months Ended
	May 3, 2020		May 3, 2020
Operating lease expense	$	31	$	63
Short-term lease expense		6		10
Variable lease expense		10		20
Finance lease:
Depreciation expense		2		7
Interest on lease liabilities		1		1
Total lease expense	$	50	$	101

Schedule of Operating and Finance Lease Right of Use Assets and Liabilities, Location in Condensed Consolidated Balance Sheet

Operating and finance lease right of use assets and liabilities follow in millions of dollars:

	May 3, 2020
Operating leases
Other assets	$	341
Accounts payable and accrued expenses		319
Finance leases
Property and equipment — net	$	43
Short-term borrowings		13
Long-term borrowings		26
Total finance lease liabilities	$	39

Schedule of Weighted-Average Remaining Lease Term in Years and Discount Rates

The weighted-average remaining lease term in years and discount rates follows:

	May 3, 2020
Weighted-average remaining lease terms:
Operating leases	7
Finance leases	3
Weighted-average discount rate:
Operating leases	2.4%
Finance leases	2.9%

Schedule of Operating Lease Payment Amounts

Lease payment amounts in each of the next five years at May 3, 2020 follow in millions of dollars:

	Operating		Finance
Due in:	Leases		Leases
Remainder of 2020	$	59	$	7
2021		79		13
2022		67		10
2023		46		5
2024		35		3
2025		19		1
Later years		35		3
Total lease payments		340		42
Less imputed interest		21		3
Total lease liabilities	$	319	$	39

Schedule of Finance Lease Payment Amounts

Lease payment amounts in each of the next five years at May 3, 2020 follow in millions of dollars:

	Operating		Finance
Due in:	Leases		Leases
Remainder of 2020	$	59	$	7
2021		79		13
2022		67		10
2023		46		5
2024		35		3
2025		19		1
Later years		35		3
Total lease payments		340		42
Less imputed interest		21		3
Total lease liabilities	$	319	$	39

Schedule of Future Minimum Payments under Previous Lease Standard for Operating Leases

Future minimum lease payments under the previous lease standard for operating and finance leases at November 3, 2019 follow in millions of dollars:

	Operating		Capital
Due in:	Leases		Leases
2020	$	111	$	12
2021		77		10
2022		56		6
2023		39		2
2024		28		1
Later years		26		1
Total minimum lease payments	$	337	$	32

Schedule of Future Minimum Payments under Previous Lease Standard for Capital Leases

Future minimum lease payments under the previous lease standard for operating and finance leases at November 3, 2019 follow in millions of dollars:

	Operating		Capital
Due in:	Leases		Leases
2020	$	111	$	12
2021		77		10
2022		56		6
2023		39		2
2024		28		1
Later years		26		1
Total minimum lease payments	$	337	$	32

Schedule of Cash Paid for Amounts Included in the Measurement of Lease Liabilities and Right of Use Assets Obtained in Exchange for Lease Liabilities

Cash paid for amounts included in the measurement of lease liabilities:

	Six Months Ended
	May 3, 2020
Operating cash flows from operating leases	$	64
Operating cash flows from finance leases		1
Financing cash flows from finance leases		9

Right of use assets obtained in exchange for lease liabilities:

	Six Months Ended
	May 3, 2020
Operating leases	$	10
Finance leases		18

Schedule of Lease Revenues Earned

Lease revenues earned by the Company were as follows in millions of dollars:

	Three Months Ended		Six Months Ended
	May 3, 2020		May 3, 2020
Sales-type and direct finance lease revenues	$	32	$	68
Operating lease revenues		369		743
Variable lease revenues		6		11
Total lease revenues	$	407	$	822

Schedule of Sales-type and Direct Financing Lease Receivables by Product Category

Sales-type and direct financing lease receivables by product category were as follows in millions of dollars:

	May 3		November 3
	2020		2019
Agriculture and turf	$	792	$	897
Construction and forestry		923		1,033
Total		1,715		1,930
Guaranteed residual values		175		232
Unguaranteed residual values		92		101
Less unearned finance income		197		212
Financing leases receivables	$	1,785	$	2,051

Schedule of Scheduled Payments, Including Guaranteed Residual Values, on Sales-type and Direct Financing Leases Receivables

Scheduled payments, including guaranteed residual values, on sales-type and direct financing lease receivables at May 3, 2020 follow in millions of dollars:

	May 3
Due in:	2020
Remainder of 2020	$	460
2021		670
2022		409
2023		213
2024		103
2025		27
Later years		8
Total	$	1,890

Schedule of Financing Lease Receivables Scheduled Payments under the Previous Lease Standard

Scheduled payments on financing lease receivables under the previous lease standard at November 3, 2019 follow in millions of dollars:

	November 3
Due in:	2019
2020	$	833
2021		557
2022		321
2023		153
2024		53
Later years		13
Total	$	1,930

Schedule of Cost of Equipment on Operating Leases by Product Category

The cost of equipment on operating leases by product category was as follows in millions of dollars:

	May 3		November 3
	2020		2019
Agriculture and turf	$	7,080	$	7,257
Construction and forestry		2,097		2,165
Total		9,177		9,422
Less accumulated depreciation		1,932		1,855
Equipment on operating leases - net	$	7,245	$	7,567

Schedule of Lease Payments for Equipment on Operating Leases

Lease payments for equipment on operating leases at May 3, 2020 were scheduled as follows in millions of dollars:

	May 3
Due in:	2020
Remainder of 2020	$	563
2021		932
2022		573
2023		282
2024		107
2025		7
Total	$	2,464

Schedule of Rental Payments for Equipment on Operating Leases under the Previous Lease Standard

Rental payments for equipment on operating leases under the previous lease standard at November 3, 2019 were scheduled as follows in millions of dollars:

	November 3
Due in:	2019
2020	$	1,086
2021		759
2022		419
2023		193
2024		41
Total	$	2,498

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FINANCING RECEIVABLES (Tables)

6 Months Ended

May 03, 2020

FINANCING RECEIVABLES

Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables

An age analysis of past due financing receivables that are still accruing interest and non-performing financing receivables in millions of dollars follows:

	May 3, 2020
					90 Days
	30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	188	$	94	$	2	$	284
Construction and forestry		116		49		18		183
Other:
Agriculture and turf		59		22		1		82
Construction and forestry		62		11				73
Total	$	425	$	176	$	21	$	622
							Total
	Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	284	$	291	$	18,308	$	18,883
Construction and forestry		183		144		3,409		3,736
Other:
Agriculture and turf		82		123		7,856		8,061
Construction and forestry		73		35		1,348		1,456
Total	$	622	$	593	$	30,921		32,136
Less allowance for credit losses								195
Total financing receivables – net							$	31,941

	November 3, 2019
					90 Days
	30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	138	$	73	$	1	$	212
Construction and forestry		79		29		4		112
Other:
Agriculture and turf		39		19		1		59
Construction and forestry		26		7				33
Total	$	282	$	128	$	6	$	416
							Total
	Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	212	$	268	$	18,931	$	19,411
Construction and forestry		112		127		3,450		3,689
Other:
Agriculture and turf		59		28		8,986		9,073
Construction and forestry		33		26		1,496		1,555
Total	$	416	$	449	$	32,863		33,728
Less allowance for credit losses								150
Total financing receivables – net							$	33,578

	April 28, 2019
					90 Days
	30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	139	$	73	$	1	$	213
Construction and forestry		90		40		1		131
Other:
Agriculture and turf		33		16				49
Construction and forestry		19		4				23
Total	$	281	$	133	$	2	$	416
							Total
	Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	213	$	293	$	17,644	$	18,150
Construction and forestry		131		124		3,120		3,375
Other:
Agriculture and turf		49		67		7,861		7,977
Construction and forestry		23		10		1,331		1,364
Total	$	416	$	494	$	29,956		30,866
Less allowance for credit losses								182
Total financing receivables – net							$	30,684

Analysis of the Allowance for Credit Losses and Investment in Financing Receivables

An analysis of the allowance for credit losses and investment in financing receivables in millions of dollars during the periods follows:

			Revolving
	Retail		Charge
	Notes		Accounts		Other		Total
Three Months Ended May 3, 2020
Allowance:
Beginning of period balance	$	88	$	40	$	29	$	157
Provision		58		20		7		85
Write-offs		(24)		(23)		(2)		(49)
Recoveries		3		6				9
Translation adjustments		(6)				(1)		(7)
End of period balance *	$	119	$	43	$	33	$	195
Six Months Ended May 3, 2020
Allowance:
Beginning of period balance	$	89	$	40	$	21	$	150
Provision		74		18		14		106
Write-offs		(41)		(29)		(4)		(74)
Recoveries		5		14		1		20
Translation adjustments		(8)				1		(7)
End of period balance *	$	119	$	43	$	33	$	195
Financing receivables:
End of period balance	$	22,619	$	3,454	$	6,063	$	32,136
Balance individually evaluated **	$	157			$	83	$	240

* Individual allowances were not significant.

** Remainder is collectively evaluated.

The negative economic effects related to COVID and other macroeconomic issues have significantly affected certain retail borrowers, particularly of construction equipment. As a result, the allowance for credit losses increased $38 million in the second quarter of 2020 reflecting estimated credit losses inherent in the financing receivables.

			Revolving
	Retail		Charge
	Notes		Accounts		Other		Total
Three Months Ended April 28, 2019
Allowance:
Beginning of period balance	$	111	$	43	$	23	$	177
Provision		9		17		3		29
Write-offs		(9)		(22)		(2)		(33)
Recoveries		6		5				11
Translation adjustments		(2)						(2)
End of period balance *	$	115	$	43	$	24	$	182
Six Months Ended April 28, 2019
Allowance:
Beginning of period balance	$	113	$	43	$	22	$	178
Provision		15		16		5		36
Write-offs		(20)		(26)		(3)		(49)
Recoveries		10		10				20
Translation adjustments		(3)						(3)
End of period balance *	$	115	$	43	$	24	$	182
Financing receivables:
End of period balance	$	21,525	$	3,299	$	6,042	$	30,866
Balance individually evaluated **	$	151	$	2	$	15	$	168

* Individual allowances were not significant.

** Remainder is collectively evaluated.

Analysis of the Impaired Financing Receivables

An analysis of the impaired financing receivables in millions of dollars follows:

			Unpaid				Average
	Recorded		Principal		Specific		Recorded
	Investment		Balance		Allowance		Investment
May 3, 2020*
Receivables with specific allowance ***	$	106	$	104	$	23	$	113
Receivables without a specific allowance **		35		34				38
Total	$	141	$	138	$	23	$	151
Agriculture and turf	$	113	$	111	$	18	$	121
Construction and forestry	$	28	$	27	$	5	$	30
November 3, 2019*
Receivables with specific allowance **	$	40	$	39	$	13	$	40
Receivables without a specific allowance **		32		31				37
Total	$	72	$	70	$	13	$	77
Agriculture and turf	$	49	$	48	$	8	$	52
Construction and forestry	$	23	$	22	$	5	$	25
April 28, 2019*
Receivables with specific allowance **	$	35	$	34	$	14	$	36
Receivables without a specific allowance **		37		35				39
Total	$	72	$	69	$	14	$	75
Agriculture and turf	$	54	$	53	$	11	$	57
Construction and forestry	$	18	$	16	$	3	$	18

*  Finance income recognized was not material.

** Primarily retail notes.

***  Primarily retail notes and wholesale receivables.

XML

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
Net income	$ 666	$ 1,136	$ 1,184	$ 1,636
Other Comprehensive Income (Loss), Net of Income Taxes
Retirement benefits adjustment	57	49	287	68
Cumulative translation adjustment	(441)	(82)	(398)	(244)
Unrealized loss on derivatives	(8)	(7)	(8)	(15)
Unrealized gain on debt securities	6	8	11	16
Other Comprehensive Income (Loss), Net of Income Taxes	(386)	(32)	(108)	(175)
Comprehensive Income of Consolidated Group	280	1,104	1,076	1,461
Less: Comprehensive income attributable to noncontrolling interests	0	1	2	3
Comprehensive Income Attributable to Deere & Company	$ 280	$ 1,103	$ 1,074	$ 1,458

XML

SUPPLEMENTAL CONSOLIDATING DATA (Tables)

6 Months Ended

May 03, 2020

SUPPLEMENTAL CONSOLIDATING DATA

Supplemental Consolidating Data Income Statement

(23) SUPPLEMENTAL CONSOLIDATING DATA
STATEMENT OF INCOME
For the Three Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2020		2019		2020		2019
Net Sales and Revenues
Net sales	$	8,224	$	10,273
Finance and interest income		23		25	$	906	$	910
Other income		181		213		61		72
Total		8,428		10,511		967		982
Costs and Expenses
Cost of sales		6,294		7,755
Research and development expenses		406		457
Selling, administrative and general expenses		700		795		208		154
Interest expense		83		44		266		312
Interest compensation to Financial Services		73		92
Other operating expenses		21		67		416		344
Total		7,577		9,210		890		810
Income of Consolidated Group before Income Taxes		851		1,301		77		172
Provision for income taxes		228		291		17		52
Income of Consolidated Group		623		1,010		60		120
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Financial Services		60		121				1
Other		(17)		5
Total		43		126				1
Net Income		666		1,136		60		121
Less: Net income attributable to noncontrolling interests				1
Net Income Attributable to Deere & Company	$	666	$	1,135	$	60	$	121

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

SUPPLEMENTAL CONSOLIDATING DATA (Continued)
STATEMENT OF INCOME
For the Six Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2020		2019		2020		2019
Net Sales and Revenues
Net sales	$	14,754	$	17,214
Finance and interest income		49		49	$	1,841	$	1,776
Other income		391		428		124		133
Total		15,194		17,691		1,965		1,909
Costs and Expenses
Cost of sales		11,372		13,187
Research and development expenses		831		864
Selling, administrative and general expenses		1,373		1,440		346		275
Interest expense		146		115		541		599
Interest compensation to Financial Services		137		162
Other operating expenses		92		138		824		669
Total		13,951		15,906		1,711		1,543
Income of Consolidated Group before Income Taxes		1,243		1,785		254		366
Provision for income taxes		237		436		58		92
Income of Consolidated Group		1,006		1,349		196		274
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Financial Services		197		275		1		1
Other		(19)		12
Total		178		287		1		1
Net Income		1,184		1,636		197		275
Less: Net income attributable to noncontrolling interests		2		3
Net Income Attributable to Deere & Company	$	1,182	$	1,633	$	197	$	275

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

Supplemental Consolidating Data Condensed Balance Sheet

SUPPLEMENTAL CONSOLIDATING DATA (Continued)
CONDENSED BALANCE SHEET
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*						FINANCIAL SERVICES
	May 3		November 3		April 28		May 3		November 3		April 28
	2020		2019		2019		2020		2019		2019
Assets
Cash and cash equivalents	$	7,466	$	3,175	$	2,894	$	1,434	$	682	$	590
Marketable securities		3		1		7		623		580		538
Receivables from unconsolidated subsidiaries and affiliates		2,248		2,017		1,091
Trade accounts and notes receivable – net		1,419		1,482		1,608		6,050		5,153		7,554
Financing receivables – net		118		65		101		27,138		29,130		25,769
Financing receivables securitized – net		37		44		59		4,648		4,339		4,755
Other receivables		1,072		1,376		1,325		148		116		166
Equipment on operating leases – net								7,245		7,567		7,040
Inventories		6,171		5,975		7,161
Property and equipment – net		5,642		5,929		5,712		43		44		45
Investments in unconsolidated subsidiaries and affiliates		5,119		5,326		5,187		17		16		16
Goodwill		2,917		2,917		3,025
Other intangible assets – net		1,311		1,380		1,476
Retirement benefits		908		836		1,325		58		58		58
Deferred income taxes		1,796		1,896		1,575		52		57		73
Other assets		1,506		1,158		1,235		1,208		741		636
Total Assets	$	37,733	$	33,577	$	33,781	$	48,664	$	48,483	$	47,240
Liabilities and Stockholders’ Equity
Liabilities
Short-term borrowings	$	1,398	$	987	$	1,337	$	9,781	$	9,797	$	10,425
Short-term securitization borrowings		37		44		58		4,603		4,277		4,644
Payables to unconsolidated subsidiaries and affiliates		91		142		200		2,216		1,970		1,057
Accounts payable and accrued expenses		8,416		9,232		9,470		2,149		1,836		1,813
Deferred income taxes		395		414		461		493		568		662
Long-term borrowings		9,947		5,415		4,679		24,377		24,814		23,576
Retirement benefits and other liabilities		5,584		5,912		5,638		101		94		95
Total liabilities		25,868		22,146		21,843		43,720		43,356		42,272
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest (Note 22)				14		14
Stockholders’ Equity
Common stock, $1 par value (issued shares at May 3, 2020 – 536,431,204)		4,713		4,642		4,559		2,114		2,107		2,107
Common stock in treasury		(17,690)		(17,474)		(16,739)
Retained earnings		30,556		29,852		28,709		3,349		3,378		3,228
Accumulated other comprehensive income (loss)		(5,715)		(5,607)		(4,610)		(519)		(358)		(367)
Total Deere & Company stockholders’ equity		11,864		11,413		11,919		4,944		5,127		4,968
Noncontrolling interests		1		4		5
Total stockholders’ equity		11,865		11,417		11,924		4,944		5,127		4,968
Total Liabilities and Stockholders’ Equity	$	37,733	$	33,577	$	33,781	$	48,664	$	48,483	$	47,240

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

Supplemental Consolidating Data Statement of Cash Flows

SUPPLEMENTAL CONSOLIDATING DATA (Continued)
STATEMENT OF CASH FLOWS
For the Six Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2020		2019		2020		2019
Cash Flows from Operating Activities
Net income	$	1,184	$	1,636	$	197	$	275
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		9		5		98		32
Provision for depreciation and amortization		515		525		621		557
Impairment charges		82				32
Undistributed earnings of unconsolidated subsidiaries and affiliates		21		30		(1)		(1)
Provision (credit) for deferred income taxes		9		(118)		(70)		(164)
Changes in assets and liabilities:
Trade receivables and Equipment Operations' financing receivables		(80)		(271)
Inventories		(242)		(1,086)
Accounts payable and accrued expenses		(659)		247		30		53
Accrued income taxes payable/receivable		(154)		(344)		(19)		501
Retirement benefits		50		16		8		4
Other		107		68		95		99
Net cash provided by operating activities		842		708		991		1,356
Cash Flows from Investing Activities
Collections of receivables (excluding trade and wholesale)						10,385		9,894
Proceeds from maturities and sales of marketable securities				5		39		25
Proceeds from sales of equipment on operating leases						898		823
Cost of receivables acquired (excluding trade and wholesale)						(9,885)		(9,423)
Purchases of marketable securities				(2)		(71)		(57)
Purchases of property and equipment		(440)		(490)		(1)		(1)
Cost of equipment on operating leases acquired						(1,304)		(1,341)
Increase in trade and wholesale receivables						(673)		(3,028)
Collateral on derivatives - net				1		319		59
Other		(40)		(52)		(36)		(39)
Net cash used for investing activities		(480)		(538)		(329)		(3,088)
Cash Flows from Financing Activities
Increase (decrease) in total short-term borrowings		554		(131)		584		1,701
Change in intercompany receivables/payables		(292)		611		292		(611)
Proceeds from long-term borrowings		4,602		120		2,673		4,112
Payments of long-term borrowings		(152)		(158)		(3,163)		(3,269)
Proceeds from issuance of common stock		70		95
Repurchases of common stock		(263)		(481)
Dividends paid		(481)		(462)		(225)		(312)
Other		(61)		(35)		(13)		(12)
Net cash provided by (used for) financing activities		3,977		(441)		148		1,609
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash		(58)		(27)		(44)		(8)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		4,281		(298)		766		(131)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		3,196		3,202		760		813
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	7,477	$	2,904	$	1,526	$	682

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

XML

STATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS' EQUITY - USD ($) $ in Millions	Common Stock	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests	Total
Balance at Oct. 28, 2018	$ 4,474	$ (16,312)	$ 27,553	$ (4,427)	$ 3	$ 11,291
Increase (Decrease) in Stockholders' Equity
Net income			1,633		3	1,636
Other comprehensive loss				(175)		(175)
Repurchases of common stock		(481)				(481)
Treasury shares reissued		54				54
Dividends declared			(485)		(1)	(486)
Stock options and other	85					85
Balance at Apr. 28, 2019	4,559	(16,739)	28,709	(4,610)	5	11,924
Redeemable Noncontrolling Interest - Balance at Oct. 28, 2018						14
Redeemable Noncontrolling Interest - Balance at Apr. 28, 2019						14
Balance at Jan. 27, 2019	4,512	(16,422)	27,816	(4,578)	5	11,333
Increase (Decrease) in Stockholders' Equity
Net income			1,135		1	1,136
Other comprehensive loss				(32)		(32)
Repurchases of common stock		(337)				(337)
Treasury shares reissued		20				20
Dividends declared			(242)		(1)	(243)
Stock options and other	47					47
Balance at Apr. 28, 2019	4,559	(16,739)	28,709	(4,610)	5	11,924
Redeemable Noncontrolling Interest - Balance at Jan. 27, 2019						14
Redeemable Noncontrolling Interest - Balance at Apr. 28, 2019						14
Increase (Decrease) in Stockholders' Equity
ASU No. 2016-01 adoption			8	(8)
Balance at Nov. 03, 2019	4,642	(17,474)	29,852	(5,607)	4	11,417
Increase (Decrease) in Stockholders' Equity
Net income			1,182		1	1,183
Other comprehensive loss				(108)		(108)
Repurchases of common stock		(263)				(263)
Treasury shares reissued		47				47
Dividends declared			(477)		(3)	(480)
Stock options and other	71		(1)		(1)	69
Balance at May. 03, 2020	4,713	(17,690)	30,556	(5,715)	1	11,865
Redeemable Noncontrolling Interest - Balance at Nov. 03, 2019						14
Increase (Decrease) in Redeemable Noncontrolling Interest
Net income						1
Dividends declared						(1)
Noncontrolling interest redemption (Note 22)						(14)
Balance at Feb. 02, 2020	4,675	(17,549)	30,129	(5,329)	4	11,930
Increase (Decrease) in Stockholders' Equity
Net income			666			666
Other comprehensive loss				(386)		(386)
Repurchases of common stock		(149)				(149)
Treasury shares reissued		8				8
Dividends declared			(238)		(3)	(241)
Stock options and other	38		(1)			37
Balance at May. 03, 2020	$ 4,713	$ (17,690)	$ 30,556	$ (5,715)	$ 1	11,865
Redeemable Noncontrolling Interest - Balance at Feb. 02, 2020						14
Increase (Decrease) in Redeemable Noncontrolling Interest
Noncontrolling interest redemption (Note 22)						$ (14)

XML

SEGMENT REPORTING (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019	Nov. 03, 2019
Net Sales and Revenues
Net sales and revenues	$ 9,253	$ 11,342	$ 16,884	$ 19,326
% Change - Net sales and revenues	(18.00%)		(13.00%)
Operating Profit (Loss)
Total operating profit	$ 965	1,536	$ 1,610	2,305
% Change - Operating profit	(37.00%)		(30.00%)
Net income attributable to Deere & Company	$ 666	1,135	$ 1,182	1,633
% Change - Net income attributable to Deere & Company	(41.00%)		(28.00%)
Identifiable Assets
Total Assets	$ 77,326	72,730	$ 77,326	72,730	$ 73,011
% Change - Identifiable assets			6.00%
Operating Segments (Other)
Reconciling items	$ (54)	(58)	$ (133)	(144)
% Change - Reconciling items	(7.00%)		(8.00%)
Income taxes	$ (245)	(343)	$ (295)	(528)
% Change - Income taxes	(29.00%)		(44.00%)
Equipment Operations
Net Sales and Revenues
Net sales and revenues	$ 8,428	10,511	$ 15,194	17,691
Operating Profit (Loss)
Net income attributable to Deere & Company	666	1,135	1,182	1,633
Identifiable Assets
Total Assets	37,733	33,781	37,733	33,781	33,577
Operating Segments (Other)
Income taxes	(228)	(291)	(237)	(436)
Equipment Operations | Outside U.S. and Canada:
Net Sales and Revenues
Net sales and revenues	$ 3,226	4,141	$ 6,006	6,959
% Change - Net sales and revenues	(22.00%)		(14.00%)
Operating Profit (Loss)
Total operating profit	$ 184	482	$ 408	658
% Change - Operating profit	(62.00%)		(38.00%)
Corporate
Identifiable Assets
Total Assets	$ 8,948		$ 8,948		4,762
% Change - Identifiable assets			88.00%
Other Revenues
Net Sales and Revenues
Net sales and revenues	$ 154	183	$ 324	371
% Change - Net sales and revenues	(16.00%)		(13.00%)
Agriculture and Turf
Net Sales and Revenues
Net sales and revenues	$ 6,065	7,397	$ 10,660	12,194
Intersegment sales and revenues	$ 8	10	$ 15	18
% Change - Intersegment sales and revenues	(20.00%)		(17.00%)
Operating Profit (Loss)
Total operating profit	$ 794	1,019	$ 1,167	1,367
% Change - Operating profit	(22.00%)		(15.00%)
Identifiable Assets
Total Assets	$ 10,378		$ 10,378		10,379
Construction and Forestry
Net Sales and Revenues
Net sales and revenues	2,313	3,059	4,418	5,391
Intersegment sales and revenues				1
Operating Profit (Loss)
Total operating profit	$ 96	347	$ 189	576
% Change - Operating profit	(72.00%)		(67.00%)
Identifiable Assets
Total Assets	$ 9,336		$ 9,336		9,387
% Change - Identifiable assets			(1.00%)
Financial Services
Net Sales and Revenues
Net sales and revenues	$ 875	886	$ 1,806	1,741
% Change - Net sales and revenues	(1.00%)		4.00%
Intersegment sales and revenues	$ 93	96	$ 159	168
% Change - Intersegment sales and revenues	(3.00%)		(5.00%)
Operating Profit (Loss)
Total operating profit	$ 75	170	$ 254	362
% Change - Operating profit	(56.00%)		(30.00%)
Identifiable Assets
Total Assets	$ 48,664		$ 48,664		$ 48,483
Net Sales
Net Sales and Revenues
Net sales	$ 8,224	10,273	$ 14,754	17,214
% Change - Net sales	(20.00%)		(14.00%)
Net Sales | Equipment Operations
Net Sales and Revenues
Net sales and revenues	$ 8,224	10,273	$ 14,754	17,214
Net Sales | Agriculture and Turf
Net Sales and Revenues
Net sales	$ 5,968	7,282	$ 10,455	11,963
% Change - Net sales	(18.00%)		(13.00%)
Net Sales | Construction and Forestry
Net Sales and Revenues
Net sales	$ 2,256	$ 2,991	$ 4,299	$ 5,251
% Change - Net sales	(25.00%)		(18.00%)

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FAIR VALUE MEASUREMENTS - Nonrecurring Measurements (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	May 03, 2020	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Equipment on operating leases - net	$ 7,245	$ 7,245	$ 7,567	$ 7,040
Losses, Equipment on operating leases - net	22
Losses, Other assets	10
Fair Value, Nonrecurring Measurements | Level 1
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Investments in unconsolidated affiliates	10	10
Losses, Investments in unconsolidated affiliates	20	20
Fair Value, Nonrecurring Measurements | Level 3
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Equipment on operating leases - net	371	371	855
Losses, Equipment on operating leases - net	22	22
Property and equipment - net	70	70
Losses, Property and equipment - net	62	62
Other assets	59	59	$ 142
Losses, Other assets	$ 10	$ 10

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DERIVATIVE INSTRUMENTS - Fair Value (Details) - USD ($) $ in Millions	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
Fair Value of Derivative Instruments
Total derivative assets	$ 951	$ 384	$ 240
Total derivative liabilities	199	139	215
Other Assets
Fair Value of Derivative Instruments
Total derivative assets	951	384	240
Accounts Payable and Accrued Expenses
Fair Value of Derivative Instruments
Total derivative liabilities	199	139	215
Designated as Hedging Instruments | Other Assets
Fair Value of Derivative Instruments
Total derivative assets	758	332	105
Designated as Hedging Instruments | Accounts Payable and Accrued Expenses
Fair Value of Derivative Instruments
Total derivative liabilities	30	28	125
Designated as Hedging Instruments | Interest Rate Contracts | Other Assets
Fair Value of Derivative Instruments
Total derivative assets	758	332	105
Designated as Hedging Instruments | Interest Rate Contracts | Accounts Payable and Accrued Expenses
Fair Value of Derivative Instruments
Total derivative liabilities	30	28	125
Not Designated as Hedging Instruments | Other Assets
Fair Value of Derivative Instruments
Total derivative assets	193	52	135
Not Designated as Hedging Instruments | Accounts Payable and Accrued Expenses
Fair Value of Derivative Instruments
Total derivative liabilities	169	111	90
Not Designated as Hedging Instruments | Interest Rate Contracts | Other Assets
Fair Value of Derivative Instruments
Total derivative assets	84	31	34
Not Designated as Hedging Instruments | Interest Rate Contracts | Accounts Payable and Accrued Expenses
Fair Value of Derivative Instruments
Total derivative liabilities	101	37	40
Not Designated as Hedging Instruments | Foreign Exchange Contracts | Other Assets
Fair Value of Derivative Instruments
Total derivative assets	92	20	99
Not Designated as Hedging Instruments | Foreign Exchange Contracts | Accounts Payable and Accrued Expenses
Fair Value of Derivative Instruments
Total derivative liabilities	68	71	48
Not Designated as Hedging Instruments | Cross-Currency Interest Rate Contracts | Other Assets
Fair Value of Derivative Instruments
Total derivative assets	$ 17	1	2
Not Designated as Hedging Instruments | Cross-Currency Interest Rate Contracts | Accounts Payable and Accrued Expenses
Fair Value of Derivative Instruments
Total derivative liabilities		$ 3	$ 2

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FINANCING RECEIVABLES - Troubled Debt Restructuring (Details) $ in Millions	6 Months Ended
	May 03, 2020 USD ($) item	Apr. 28, 2019 USD ($) item
Financing Receivables Related to Troubled Debt Restructurings
Financing receivable contracts in troubled debt restructuring, number | item	259	219
Financing receivables in troubled debt restructurings, aggregate balances, pre-modification	$ 94	$ 7
Financing receivables in troubled debt restructurings, aggregate balances, post-modification	83	$ 7
Commitments to lend additional funds to borrowers whose accounts were modified in troubled debt restructurings	$ 13

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REDEEMABLE NONCONTROLLING INTEREST

6 Months Ended

May 03, 2020

REDEEMABLE NONCONTROLLING INTEREST

REDEEMABLE NONCONTROLLING INTEREST

(22)  Redeemable Noncontrolling Interest

In the second quarter of 2020, the minority interest holder in Hagie Manufacturing Company, LLC exercised its right to sell the remaining 20 percent interest to the Company for $14 million. The arrangement was accounted for as an equity transaction with no gain or loss recorded in the statement of consolidated income. This operation is included in the Company’s agriculture and turf segment.

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GOODWILL AND OTHER INTANGIBLE ASSETS-NET

6 Months Ended

May 03, 2020

GOODWILL AND OTHER INTANGIBLE ASSETS-NET

GOODWILL AND OTHER INTANGIBLE ASSETS-NET

(14)  Goodwill and Other Intangible Assets–Net

The changes in amounts of goodwill by operating segments were as follows in millions of dollars:

	Agriculture		Construction
	and Turf		and Forestry		Total
Goodwill at October 28, 2018	$	583	$	2,518	$	3,101
Translation adjustments and other		(2)		(74)		(76)
Goodwill at April 28, 2019	$	581	$	2,444	$	3,025
Goodwill at November 3, 2019	$	574	$	2,343	$	2,917
Translation adjustments and other		(9)		9
Goodwill at May 3, 2020	$	565	$	2,352	$	2,917

There were no accumulated impairment losses in the reported periods.

The components of other intangible assets were as follows in millions of dollars:

	May 3		November 3		April 28
	2020		2019		2019
Amortized intangible assets:
Customer lists and relationships	$	509	$	511	$	528
Technology, patents, trademarks, and other		1,006		1,028		1,059
Total at cost		1,515		1,539		1,587
Less accumulated amortization *		327		282		234
Total		1,188		1,257		1,353
Unamortized intangible assets:
In-process research and development		123		123		123
Other intangible assets – net	$	1,311	$	1,380	$	1,476

*   Accumulated amortization at May 3, 2020, November 3, 2019, and April 28, 2019 for customer lists and relationships totaled $93 million, $77 million, and $62 million and technology, patents, trademarks, and other totaled $234 million, $205 million, and $172 million, respectively.

The amortization of other intangible assets in the second quarter and the first six months of 2020 was $26 million and $51 million and for 2019 was $29 million and $57 million, respectively. The estimated amortization expense for the next five years is as follows in millions of dollars: remainder of 2020 – $50, 2021 – $100, 2022 – $99, 2023 – $97, and 2024 – $95.

As outlined in the 2019 Form 10-K, goodwill is tested for impairment annually and when events or circumstances change such that it is more likely than not that the fair value of a reporting unit is reduced below its carrying value. The annual measurement date is the end of the third quarter. In the second quarter of 2020, for each significant reporting unit the Company reviewed previous fair value analyses considering the uncertain and unknown economic effects of COVID. The Company concluded that an impairment was not required.

The intangible assets subject to amortization were also considered to determine if the carrying amount may not be recoverable. The Company concluded the carrying amount would be recovered based on current estimates. These positions will be evaluated in future quarters, as necessary.

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DERIVATIVE INSTRUMENTS

6 Months Ended

May 03, 2020

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTS

(18)  Derivative Instruments

It is the Company’s policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading. The Company’s financial services operations manage the relationship of the types and amounts of their funding sources to their receivable and lease portfolio in an effort to

diminish risk due to interest rate and foreign currency fluctuations, while responding to favorable financing opportunities. The Company also has foreign currency exposures at some of its foreign and domestic operations related to buying, selling, and financing in currencies other than the functional currencies. In addition, the Company has interest rate exposure at certain equipment operations units for below market retail financing programs that are used as sales incentives and are offered for extended periods.

All derivatives are recorded at fair value on the balance sheet. Cash collateral received or paid is not offset against the derivative fair values on the balance sheet. Each derivative is designated as a cash flow hedge, a fair value hedge, or remains undesignated. All designated hedges are formally documented as to the relationship with the hedged item as well as the risk-management strategy. Both at inception and on an ongoing basis the hedging instrument is assessed as to its effectiveness. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, the hedge designation is removed, or the derivative is terminated, hedge accounting is discontinued.

Cash Flow Hedges

Certain interest rate contracts (swaps) were designated as hedges of future cash flows from borrowings. The total notional amounts of the receive-variable/pay-fixed interest rate contracts at May 3, 2020, November 3, 2019, and April 28, 2019 were $2,450 million, $3,150 million, and $2,800 million, respectively. Fair value gains or losses on cash flow hedges were recorded in OCI and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affected earnings. These amounts offset the effects of interest rate changes on the related borrowings. The cash flows from these contracts were recorded in operating activities in the statement of consolidated cash flows.

The amount of loss recorded in OCI at May 3, 2020 that is expected to be reclassified to interest expense or other operating expenses in the next twelve months if interest rates or exchange rates remain unchanged is approximately $17 million after-tax. There were no gains or losses reclassified from OCI to earnings based on the probability that the original forecasted transaction would not occur.

Fair Value Hedges

Certain interest rate contracts (swaps) were designated as fair value hedges of borrowings. The total notional amounts of the receive-fixed/pay-variable interest rate contracts at May 3, 2020, November 3, 2019, and April 28, 2019 were $8,983 million, $8,717 million, and $9,464 million, respectively. The fair value gains or losses on these contracts were generally offset by fair value gains or losses on the hedged items (fixed-rate borrowings) with both items recorded in interest expense.

The amounts recorded in the consolidated balance sheet related to borrowings designated in fair value hedging relationships in millions of dollars follow:

			Cumulative Increase (Decrease) of Fair
			Value Hedging Adjustments Included in
			the Carrying Amount
	Carrying		Active
	Amount of		Hedging		Discontinued
	Hedged Item		Relationships		Relationships		Total
May 3, 2020
Long-term borrowings due within one year*	$	214			$	(2)	$	(2)
Long-term borrowings		9,496	$	726		36		762
November 3, 2019
Long-term borrowings due within one year*	$	412	$	(1)	$	(4)	$	(5)
Long-term borrowings		8,532		295		(32)		263
April 28, 2019
Long-term borrowings due within one year*	$	190	$	1	$	(4)	$	(3)
Long-term borrowings		9,169		(31)		(38)		(69)

* Presented in short-term borrowings

Derivatives not designated as hedging instruments

The Company has certain interest rate contracts (swaps), foreign exchange contracts (futures, forwards, and swaps), and cross-currency interest rate contracts (swaps), which were not formally designated as hedges. These derivatives were held as economic hedges for underlying interest rate or foreign currency exposures, primarily for certain borrowings, purchases or sales of inventory, and below market retail financing programs. The total notional amounts of these interest rate swaps at May 3, 2020, November 3, 2019, and April 28, 2019 were $7,975 million, $9,166 million, and $7,775 million, the foreign exchange contracts were $4,430 million, $4,962 million, and $7,123 million, and the cross-currency interest rate contracts were $89 million, $92 million, and $98 million, respectively. The fair value gains or losses from the interest rate contracts were recognized currently in interest expense and the gains or losses from foreign exchange contracts in cost of sales or other operating expenses, generally offsetting over time the expenses on the exposures being hedged. The cash flows from these non-designated contracts were recorded in operating activities in the statement of consolidated cash flows.

Fair values of derivative instruments in the condensed consolidated balance sheet in millions of dollars follow:

	May 3		November 3		April 28
Other Assets	2020		2019		2019
Designated as hedging instruments:
Interest rate contracts	$	758	$	332	$	105
Total designated		758		332		105
Not designated as hedging instruments:
Interest rate contracts		84		31		34
Foreign exchange contracts		92		20		99
Cross-currency interest rate contracts		17		1		2
Total not designated		193		52		135
Total derivative assets	$	951	$	384	$	240
Accounts Payable and Accrued Expenses
Designated as hedging instruments:
Interest rate contracts	$	30	$	28	$	125
Total designated		30		28		125
Not designated as hedging instruments:
Interest rate contracts		101		37		40
Foreign exchange contracts		68		71		48
Cross-currency interest rate contracts				3		2
Total not designated		169		111		90
Total derivative liabilities	$	199	$	139	$	215

The classification and gains (losses) including accrued interest expense related to derivative instruments on the statement of consolidated income consisted of the following in millions of dollars:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Fair Value Hedges:
Interest rate contracts - Interest expense	$	415	$	141	$	511	$	274
Cash Flow Hedges:
Recognized in OCI
Interest rate contracts - OCI (pretax)		(15)		(6)		(17)		(14)
Reclassified from OCI
Interest rate contracts - Interest expense		(4)		3		(6)		5
Not Designated as Hedges:
Interest rate contracts - Net sales	$	(20)	$	(7)	$	(24)	$	(17)
Interest rate contracts - Interest expense *		1		(10)		3		(18)
Foreign exchange contracts - Cost of sales		81		12		92		7
Foreign exchange contracts - Other operating *		175		80		174		100
Total not designated	$	237	$	75	$	245	$	72

* Includes interest and foreign exchange gains (losses) from cross-currency interest rate contracts.

Counterparty Risk and Collateral

Derivative instruments are subject to significant concentrations of credit risk to the banking sector. The Company manages individual counterparty exposure by setting limits that consider the credit rating of the counterparty, the credit default swap spread of the counterparty, and other financial commitments and exposures between the Company and the counterparty banks. All interest rate derivatives are transacted under International Swaps and Derivatives Association (ISDA) documentation. Some of these agreements include credit support provisions. Each master agreement permits the net settlement of amounts owed in the event of default or termination.

Certain of the Company’s derivative agreements contain credit support provisions that may require the Company to post or receive collateral based on the size of the net liability positions and credit ratings. The aggregate fair value of all derivatives with credit-risk-related contingent features that were in a net liability position at May 3, 2020, November 3, 2019, and April 28, 2019, was $130 million, $68 million, and $166 million, respectively. In accordance with the limits established in these agreements, the Company received $319 million in cash collateral at May 3, 2020, and $1 million in cash collateral at April 28, 2019. No cash collateral was posted or received at November 3, 2019.

Derivatives are recorded without offsetting for netting arrangements or collateral. The impact on the derivative assets and liabilities related to netting arrangements and any collateral received or paid in millions of dollars follows:

	Gross Amounts		Netting		Collateral
May 3, 2020	Recognized		Arrangements		Received		Net Amount
Assets	$	951	$	(125)	$	(319)	$	507
Liabilities		199		(125)				74

	Gross Amounts		Netting		Collateral
November 3, 2019	Recognized		Arrangements		Received/Paid	Net Amount
Assets	$	384	$	(70)		$	314
Liabilities		139		(70)			69

	Gross Amounts		Netting		Collateral
April 28, 2019	Recognized		Arrangements		Received		Net Amount
Assets	$	240	$	(99)	$	(1)	$	140
Liabilities		215		(99)				116

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DIVIDENDS DECLARED AND PAID

6 Months Ended

May 03, 2020

DIVIDENDS DECLARED AND PAID

DIVIDENDS DECLARED AND PAID

(6)  Dividends Declared and Paid

Dividends declared and paid on a per share basis were as follows:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Dividends declared	$	.76	$	.76	$	1.52	$	1.52
Dividends paid	$	.76	$	.76	$	1.52	$	1.45

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SEGMENT REPORTING

6 Months Ended

May 03, 2020

SEGMENT REPORTING

SEGMENT REPORTING

(10)  Segment Reporting

Worldwide net sales and revenues, operating profit, and identifiable assets by segment in millions of dollars follow:

	Three Months Ended					Six Months Ended
	May 3		April 28		%	May 3		April 28		%
	2020		2019		Change	2020		2019		Change
Net sales and revenues:
Agriculture and turf	$	5,968	$	7,282	-18	$	10,455	$	11,963	-13
Construction and forestry		2,256		2,991	-25		4,299		5,251	-18
Total net sales		8,224		10,273	-20		14,754		17,214	-14
Financial services		875		886	-1		1,806		1,741	+4
Other revenues		154		183	-16		324		371	-13
Total net sales and revenues	$	9,253	$	11,342	-18	$	16,884	$	19,326	-13
Operating profit: *
Agriculture and turf	$	794	$	1,019	-22	$	1,167	$	1,367	-15
Construction and forestry		96		347	-72		189		576	-67
Financial services		75		170	-56		254		362	-30
Total operating profit		965		1,536	-37		1,610		2,305	-30
Reconciling items **		(54)		(58)	-7		(133)		(144)	-8
Income taxes		(245)		(343)	-29		(295)		(528)	-44
Net income attributable to Deere & Company	$	666	$	1,135	-41	$	1,182	$	1,633	-28
Intersegment sales and revenues:
Agriculture and turf net sales	$	8	$	10	-20	$	15	$	18	-17
Construction and forestry net sales									1
Financial services		93		96	-3		159		168	-5
Equipment operations outside the U.S. and Canada:
Net sales	$	3,226	$	4,141	-22	$	6,006	$	6,959	-14
Operating profit		184		482	-62		408		658	-38

	May 3		November 3
	2020		2019
Identifiable assets:
Agriculture and turf	$	10,378	$	10,379
Construction and forestry		9,336		9,387	-1
Financial services		48,664		48,483
Corporate		8,948		4,762	+88
Total assets	$	77,326	$	73,011	+6

* Operating profit is income from continuing operations before corporate expenses, certain external interest expense, certain foreign exchange gains and losses, and income taxes. Operating profit of the financial services segment includes the effect of interest expense and foreign exchange gains and losses.

** Reconciling items are primarily corporate expenses, certain external interest expense, certain foreign exchange gains and losses, pension and postretirement benefit costs excluding the service cost component, and net income attributable to noncontrolling interests.

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REVENUE RECOGNITION (Tables)

6 Months Ended

May 03, 2020

REVENUE RECOGNITION

Schedule of Revenue Recognition

The Company’s revenue by primary geographical market, major product line, and timing of revenue recognition in millions of dollars follow:

	Three Months Ended May 3, 2020
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	3,381	$	1,263	$	604	$	5,248
Canada		266		166		151		583
Western Europe		1,111		358		22		1,491
Central Europe and CIS		338		140		8		486
Latin America		458		135		60		653
Asia, Africa, Australia, New Zealand, and Middle East		511		251		30		792
Total	$	6,065	$	2,313	$	875	$	9,253
Major product lines:
Large Agriculture	$	3,075					$	3,075
Small Agriculture		1,976						1,976
Turf		806						806
Construction			$	877				877
Compact Construction				339				339
Roadbuilding				723				723
Forestry				254				254
Financial Products		21		6	$	875		902
Other		187		114				301
Total	$	6,065	$	2,313	$	875	$	9,253
Timing of revenue recognition:
Revenue recognized at a point in time	$	6,016	$	2,287	$	26	$	8,329
Revenue recognized over time		49		26		849		924
Total	$	6,065	$	2,313	$	875	$	9,253

	Six Months Ended May 3, 2020
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	5,881	$	2,283	$	1,247	$	9,411
Canada		404		338		307		1,049
Western Europe		1,889		697		44		2,630
Central Europe and CIS		558		299		18		875
Latin America		913		294		126		1,333
Asia, Africa, Australia, New Zealand, and Middle East		1,015		507		64		1,586
Total	$	10,660	$	4,418	$	1,806	$	16,884
Major product lines:
Large Agriculture	$	5,214					$	5,214
Small Agriculture		3,741						3,741
Turf		1,274						1,274
Construction			$	1,718				1,718
Compact Construction				627				627
Roadbuilding				1,328				1,328
Forestry				528				528
Financial Products		48		13	$	1,806		1,867
Other		383		204				587
Total	$	10,660	$	4,418	$	1,806	$	16,884
Timing of revenue recognition:
Revenue recognized at a point in time	$	10,556	$	4,366	$	52	$	14,974
Revenue recognized over time		104		52		1,754		1,910
Total	$	10,660	$	4,418	$	1,806	$	16,884

	Three Months Ended April 28, 2019
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	3,912	$	1,738	$	604	$	6,254
Canada		313		265		153		731
Western Europe		1,360		379		21		1,760
Central Europe and CIS		393		155		9		557
Latin America		772		194		69		1,035
Asia, Africa, Australia, New Zealand, and Middle East		647		328		30		1,005
Total	$	7,397	$	3,059	$	886	$	11,342
Major product lines:
Large Agriculture	$	3,494					$	3,494
Small Agriculture		2,632						2,632
Turf		989						989
Construction			$	1,478				1,478
Compact Construction				320				320
Roadbuilding				814				814
Forestry				338				338
Financial Products		25		6	$	886		917
Other		257		103				360
Total	$	7,397	$	3,059	$	886	$	11,342
Timing of revenue recognition:
Revenue recognized at a point in time	$	7,345	$	3,034			$	10,379
Revenue recognized over time		52		25	$	886		963
Total	$	7,397	$	3,059	$	886	$	11,342

	Six Months Ended April 28, 2019
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	6,540	$	2,901	$	1,179	$	10,620
Canada		485		513		310		1,308
Western Europe		2,208		716		41		2,965
Central Europe and CIS		541		326		18		885
Latin America		1,320		344		133		1,797
Asia, Africa, Australia, New Zealand, and Middle East		1,100		591		60		1,751
Total	$	12,194	$	5,391	$	1,741	$	19,326
Major product lines:
Large Agriculture	$	5,661					$	5,661
Small Agriculture		4,441						4,441
Turf		1,495						1,495
Construction			$	2,487				2,487
Compact Construction				584				584
Roadbuilding				1,412				1,412
Forestry				690				690
Financial Products		44		13	$	1,741		1,798
Other		553		205				758
Total	$	12,194	$	5,391	$	1,741	$	19,326
Timing of revenue recognition:
Revenue recognized at a point in time	$	12,100	$	5,347			$	17,447
Revenue recognized over time		94		44	$	1,741		1,879
Total	$	12,194	$	5,391	$	1,741	$	19,326

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SUPPLEMENTAL CONSOLIDATING DATA

6 Months Ended

May 03, 2020

SUPPLEMENTAL CONSOLIDATING DATA

SUPPLEMENTAL CONSOLIDATING DATA

(23) SUPPLEMENTAL CONSOLIDATING DATA
STATEMENT OF INCOME
For the Three Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2020		2019		2020		2019
Net Sales and Revenues
Net sales	$	8,224	$	10,273
Finance and interest income		23		25	$	906	$	910
Other income		181		213		61		72
Total		8,428		10,511		967		982
Costs and Expenses
Cost of sales		6,294		7,755
Research and development expenses		406		457
Selling, administrative and general expenses		700		795		208		154
Interest expense		83		44		266		312
Interest compensation to Financial Services		73		92
Other operating expenses		21		67		416		344
Total		7,577		9,210		890		810
Income of Consolidated Group before Income Taxes		851		1,301		77		172
Provision for income taxes		228		291		17		52
Income of Consolidated Group		623		1,010		60		120
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Financial Services		60		121				1
Other		(17)		5
Total		43		126				1
Net Income		666		1,136		60		121
Less: Net income attributable to noncontrolling interests				1
Net Income Attributable to Deere & Company	$	666	$	1,135	$	60	$	121

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

SUPPLEMENTAL CONSOLIDATING DATA (Continued)
STATEMENT OF INCOME
For the Six Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2020		2019		2020		2019
Net Sales and Revenues
Net sales	$	14,754	$	17,214
Finance and interest income		49		49	$	1,841	$	1,776
Other income		391		428		124		133
Total		15,194		17,691		1,965		1,909
Costs and Expenses
Cost of sales		11,372		13,187
Research and development expenses		831		864
Selling, administrative and general expenses		1,373		1,440		346		275
Interest expense		146		115		541		599
Interest compensation to Financial Services		137		162
Other operating expenses		92		138		824		669
Total		13,951		15,906		1,711		1,543
Income of Consolidated Group before Income Taxes		1,243		1,785		254		366
Provision for income taxes		237		436		58		92
Income of Consolidated Group		1,006		1,349		196		274
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Financial Services		197		275		1		1
Other		(19)		12
Total		178		287		1		1
Net Income		1,184		1,636		197		275
Less: Net income attributable to noncontrolling interests		2		3
Net Income Attributable to Deere & Company	$	1,182	$	1,633	$	197	$	275

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

SUPPLEMENTAL CONSOLIDATING DATA (Continued)
CONDENSED BALANCE SHEET
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*						FINANCIAL SERVICES
	May 3		November 3		April 28		May 3		November 3		April 28
	2020		2019		2019		2020		2019		2019
Assets
Cash and cash equivalents	$	7,466	$	3,175	$	2,894	$	1,434	$	682	$	590
Marketable securities		3		1		7		623		580		538
Receivables from unconsolidated subsidiaries and affiliates		2,248		2,017		1,091
Trade accounts and notes receivable – net		1,419		1,482		1,608		6,050		5,153		7,554
Financing receivables – net		118		65		101		27,138		29,130		25,769
Financing receivables securitized – net		37		44		59		4,648		4,339		4,755
Other receivables		1,072		1,376		1,325		148		116		166
Equipment on operating leases – net								7,245		7,567		7,040
Inventories		6,171		5,975		7,161
Property and equipment – net		5,642		5,929		5,712		43		44		45
Investments in unconsolidated subsidiaries and affiliates		5,119		5,326		5,187		17		16		16
Goodwill		2,917		2,917		3,025
Other intangible assets – net		1,311		1,380		1,476
Retirement benefits		908		836		1,325		58		58		58
Deferred income taxes		1,796		1,896		1,575		52		57		73
Other assets		1,506		1,158		1,235		1,208		741		636
Total Assets	$	37,733	$	33,577	$	33,781	$	48,664	$	48,483	$	47,240
Liabilities and Stockholders’ Equity
Liabilities
Short-term borrowings	$	1,398	$	987	$	1,337	$	9,781	$	9,797	$	10,425
Short-term securitization borrowings		37		44		58		4,603		4,277		4,644
Payables to unconsolidated subsidiaries and affiliates		91		142		200		2,216		1,970		1,057
Accounts payable and accrued expenses		8,416		9,232		9,470		2,149		1,836		1,813
Deferred income taxes		395		414		461		493		568		662
Long-term borrowings		9,947		5,415		4,679		24,377		24,814		23,576
Retirement benefits and other liabilities		5,584		5,912		5,638		101		94		95
Total liabilities		25,868		22,146		21,843		43,720		43,356		42,272
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest (Note 22)				14		14
Stockholders’ Equity
Common stock, $1 par value (issued shares at May 3, 2020 – 536,431,204)		4,713		4,642		4,559		2,114		2,107		2,107
Common stock in treasury		(17,690)		(17,474)		(16,739)
Retained earnings		30,556		29,852		28,709		3,349		3,378		3,228
Accumulated other comprehensive income (loss)		(5,715)		(5,607)		(4,610)		(519)		(358)		(367)
Total Deere & Company stockholders’ equity		11,864		11,413		11,919		4,944		5,127		4,968
Noncontrolling interests		1		4		5
Total stockholders’ equity		11,865		11,417		11,924		4,944		5,127		4,968
Total Liabilities and Stockholders’ Equity	$	37,733	$	33,577	$	33,781	$	48,664	$	48,483	$	47,240

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

SUPPLEMENTAL CONSOLIDATING DATA (Continued)
STATEMENT OF CASH FLOWS
For the Six Months Ended May 3, 2020 and April 28, 2019
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2020		2019		2020		2019
Cash Flows from Operating Activities
Net income	$	1,184	$	1,636	$	197	$	275
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		9		5		98		32
Provision for depreciation and amortization		515		525		621		557
Impairment charges		82				32
Undistributed earnings of unconsolidated subsidiaries and affiliates		21		30		(1)		(1)
Provision (credit) for deferred income taxes		9		(118)		(70)		(164)
Changes in assets and liabilities:
Trade receivables and Equipment Operations' financing receivables		(80)		(271)
Inventories		(242)		(1,086)
Accounts payable and accrued expenses		(659)		247		30		53
Accrued income taxes payable/receivable		(154)		(344)		(19)		501
Retirement benefits		50		16		8		4
Other		107		68		95		99
Net cash provided by operating activities		842		708		991		1,356
Cash Flows from Investing Activities
Collections of receivables (excluding trade and wholesale)						10,385		9,894
Proceeds from maturities and sales of marketable securities				5		39		25
Proceeds from sales of equipment on operating leases						898		823
Cost of receivables acquired (excluding trade and wholesale)						(9,885)		(9,423)
Purchases of marketable securities				(2)		(71)		(57)
Purchases of property and equipment		(440)		(490)		(1)		(1)
Cost of equipment on operating leases acquired						(1,304)		(1,341)
Increase in trade and wholesale receivables						(673)		(3,028)
Collateral on derivatives - net				1		319		59
Other		(40)		(52)		(36)		(39)
Net cash used for investing activities		(480)		(538)		(329)		(3,088)
Cash Flows from Financing Activities
Increase (decrease) in total short-term borrowings		554		(131)		584		1,701
Change in intercompany receivables/payables		(292)		611		292		(611)
Proceeds from long-term borrowings		4,602		120		2,673		4,112
Payments of long-term borrowings		(152)		(158)		(3,163)		(3,269)
Proceeds from issuance of common stock		70		95
Repurchases of common stock		(263)		(481)
Dividends paid		(481)		(462)		(225)		(312)
Other		(61)		(35)		(13)		(12)
Net cash provided by (used for) financing activities		3,977		(441)		148		1,609
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash		(58)		(27)		(44)		(8)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		4,281		(298)		766		(131)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		3,196		3,202		760		813
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	7,477	$	2,904	$	1,526	$	682

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

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PENSION AND OTHER POSTRETIREMENT BENEFITS (Tables)

6 Months Ended

May 03, 2020

PENSION AND OTHER POSTRETIREMENT BENEFITS

Schedule of Components of Net Periodic Pension and OPEB Cost

The worldwide components of net periodic pension cost consisted of the following in millions of dollars:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Service cost	$	77	$	66	$	161	$	132
Interest cost		87		111		174		222
Expected return on plan assets		(204)		(200)		(409)		(400)
Amortization of actuarial loss		62		36		124		71
Amortization of prior service cost		3		3		6		6
Settlements		3				6
Net cost	$	28	$	16	$	62	$	31

The worldwide components of net periodic OPEB cost consisted of the following in millions of dollars:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Service cost	$	12	$	10	$	24	$	20
Interest cost		35		53		72		107
Expected return on plan assets		(12)		(9)		(24)		(18)
Amortization of actuarial loss		7		3		14		8
Amortization of prior service credit		(1)		(18)		(2)		(36)
Curtailments						21
Net cost	$	41	$	39	$	105	$	81

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STOCK OPTION AND RESTRICTED STOCK AWARDS (Details) - $ / shares shares in Thousands	1 Months Ended	6 Months Ended
	Dec. 29, 2019	May 03, 2020
Share-based Compensation, Aggregate Disclosures
Number of additional shares authorized for grant related to stock option and restricted stock awards		18,400
Stock Options
Share-based Compensation, Aggregate Disclosures
Options granted (in shares)	495
Options granted, exercise price (in dollars per share)	$ 169.70
Options granted, fair value (in dollars per share)	$ 35.83
Options outstanding (in shares)		6,600
Options outstanding, weighted-average exercise price (in dollars per share)		$ 99.65
Fair value assumptions method used	lattice model
Restricted Stock Units
Share-based Compensation, Aggregate Disclosures
Restricted stock units granted (in shares)		356
Restricted Stock Units Subject to Service-based Conditions
Share-based Compensation, Aggregate Disclosures
Restricted stock units granted (in shares)		289
Restricted stock units granted, weighted-average fair value (in dollars per unit)		$ 168.99
Restricted Stock Units Subject to Performance/Service-based Conditions
Share-based Compensation, Aggregate Disclosures
Restricted stock units granted (in shares)		67
Restricted stock units granted, weighted-average fair value (in dollars per unit)		$ 160.81

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DIVIDENDS DECLARED AND PAID (Details) - $ / shares	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
DIVIDENDS DECLARED AND PAID
Dividends declared (in dollars per share)	$ 0.76	$ 0.76	$ 1.52	$ 1.52
Dividends paid (in dollars per share)	$ 0.76	$ 0.76	$ 1.52	$ 1.45

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SUPPLEMENTAL CONSOLIDATING DATA - Income Statement (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Net Sales and Revenues
Net sales and revenues	$ 9,253	$ 11,342	$ 16,884	$ 19,326
Costs and Expenses
Research and development expenses	406	457	831	864
Selling, administrative and general expenses	906	947	1,715	1,710
Interest expense	342	351	678	704
Total	8,325	9,869	15,387	17,175
Income of Consolidated Group before Income Taxes	928	1,473	1,497	2,151
Provision for income taxes	245	343	295	528
Income of Consolidated Group	683	1,130	1,202	1,623
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Net Income	666	1,136	1,184	1,636
Less: Net income attributable to noncontrolling interests	0	1	2	3
Net Income Attributable to Deere & Company	666	1,135	1,182	1,633
Net Sales
Net Sales and Revenues
Net sales	8,224	10,273	14,754	17,214
Costs and Expenses
Costs and expenses	6,294	7,755	11,371	13,186
Finance and Interest Income
Net Sales and Revenues
Net sales and revenues	849	838	1,745	1,653
Other
Net Sales and Revenues
Net sales and revenues	180	231	385	459
Costs and Expenses
Costs and expenses	377	359	792	711
Equipment Operations
Net Sales and Revenues
Net sales and revenues	8,428	10,511	15,194	17,691
Costs and Expenses
Research and development expenses	406	457	831	864
Selling, administrative and general expenses	700	795	1,373	1,440
Interest expense	83	44	146	115
Interest compensation to Financial Services	73	92	137	162
Total	7,577	9,210	13,951	15,906
Income of Consolidated Group before Income Taxes	851	1,301	1,243	1,785
Provision for income taxes	228	291	237	436
Income of Consolidated Group	623	1,010	1,006	1,349
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates	43	126	178	287
Net Income	666	1,136	1,184	1,636
Less: Net income attributable to noncontrolling interests		1	2	3
Net Income Attributable to Deere & Company	666	1,135	1,182	1,633
Equipment Operations | Financial Services
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates	60	121	197	275
Equipment Operations | Other
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates	(17)	5	(19)	12
Equipment Operations | Net Sales
Net Sales and Revenues
Net sales and revenues	8,224	10,273	14,754	17,214
Costs and Expenses
Costs and expenses	6,294	7,755	11,372	13,187
Equipment Operations | Finance and Interest Income
Net Sales and Revenues
Net sales and revenues	23	25	49	49
Equipment Operations | Other
Net Sales and Revenues
Net sales and revenues	181	213	391	428
Costs and Expenses
Costs and expenses	21	67	92	138
Financial Services
Net Sales and Revenues
Net sales and revenues	967	982	1,965	1,909
Costs and Expenses
Selling, administrative and general expenses	208	154	346	275
Interest expense	266	312	541	599
Total	890	810	1,711	1,543
Income of Consolidated Group before Income Taxes	77	172	254	366
Provision for income taxes	17	52	58	92
Income of Consolidated Group	60	120	196	274
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates		1	1	1
Net Income	60	121	197	275
Net Income Attributable to Deere & Company	60	121	197	275
Financial Services | Financial Services
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates
Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates		1	1	1
Financial Services | Finance and Interest Income
Net Sales and Revenues
Net sales and revenues	906	910	1,841	1,776
Financial Services | Other
Net Sales and Revenues
Net sales and revenues	61	72	124	133
Costs and Expenses
Costs and expenses	$ 416	$ 344	$ 824	$ 669

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NEW ACCOUNTING STANDARDS (Details) - USD ($) $ in Millions	6 Months Ended
	May 03, 2020	Nov. 04, 2019	Nov. 03, 2019	Apr. 28, 2019
New accounting standards
Other intangible assets - net	$ 1,311	$ 1,357	$ 1,380	$ 1,476
Other assets	2,713	2,301	1,899	1,871
Short-term borrowings	11,179	10,795	10,784	11,762
Accounts payable and accrued expenses	9,072	10,004	9,656	9,626
Long-term borrowings	$ 34,324	30,249	$ 30,229	$ 28,255
ASU 2016-02
New accounting standards
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected [Fixed List]	Modified Retrospective
Lease, Practical Expedients, Package [true false]	true
Lease, Practical Expedient, Use of Hindsight [true false]	false
ASU 2017-08
New accounting standards
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
ASU 2018-07
New accounting standards
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
ASU 2020-04
New accounting standards
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
ASU 2016-13
New accounting standards
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	false
ASU 2018-15
New accounting standards
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	false
ASU 2019-12
New accounting standards
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	false
Cumulative Effect from Adoption | ASU 2016-02
New accounting standards
Other intangible assets - net		(23)
Other assets		402
Short-term borrowings		11
Accounts payable and accrued expenses		348
Long-term borrowings		$ 20

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REVENUE RECOGNITION - Short-term Payment Relief (Details) - USD ($) $ in Millions	3 Months Ended
	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
Short-term Payment Relief
Trade accounts and notes receivable - net	$ 5,986	$ 5,230	$ 7,519
COVID
Short-term Payment Relief
Trade accounts receivable - granted payment relief	707
Trade accounts and notes receivable - net	$ 585
Trade accounts and notes receivable granted relief (as a percent)	10.00%
COVID | Maximum
Short-term Payment Relief
Payment deferral period	3 months
Extension of interest-free period	3 months
Total interest-free period	1 year
Interest rate reduction period	3 months

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LEASES - Weighted Average Remaining Lease Term and Discount Rates - (Details)	May 03, 2020
Lessee
Weighted-average remaining lease term - operating leases	7 years
Weighted-average remaining lease term - finance leases	3 years
Weighted-average discount rate - operating leases (as a percent)	2.40%
Weighted-average discount rate - finance leases (as a percent)	2.90%

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LEASES - Lease Payments for Equipment on Operating Leases (Details) - USD ($) $ in Millions	3 Months Ended
	May 03, 2020	Nov. 03, 2019
Lease Payments for Equipment on Operating Leases
Remainder of 2020	$ 563
2021	932
2022	573
2023	282
2024	107
2025	7
Total	2,464
Non-cash charge in other operating expenses for the impairment of matured operating lease inventory recorded in other assets, pretax	10
Matured operating lease inventory	$ 104	$ 163
Rental Payments for Equipment on Operating Leases
2020		1,086
2021		759
2022		419
2023		193
2024		41
Total		$ 2,498

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LEASES - Sales-type and Direct Financing Lease Receivables (Details) - USD ($) $ in Millions	May 03, 2020	Nov. 03, 2019
Sales-type and Direct Financing Lease Receivables
Total sales-type and direct financing lease receivables	$ 1,715	$ 1,930
Guaranteed residual values	175	232
Unguaranteed residual values	92	101
Less unearned finance income	197	212
Financing lease receivables	1,785	2,051
Agriculture and Turf
Sales-type and Direct Financing Lease Receivables
Total sales-type and direct financing lease receivables	792	897
Construction and Forestry
Sales-type and Direct Financing Lease Receivables
Total sales-type and direct financing lease receivables	$ 923	$ 1,033

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GOODWILL AND OTHER INTANGIBLE ASSETS-NET - Amortization Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Amortized Intangible Assets:
Amortization expense of other intangible assets	$ 26	$ 29	$ 51	$ 57
Amortization expense of other intangible assets - remainder of 2020	50		50
Amortization expense of other intangible assets - 2021	100		100
Amortization expense of other intangible assets - 2022	99		99
Amortization expense of other intangible assets - 2023	97		97
Amortization expense of other intangible assets - 2024	$ 95		$ 95

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PENSION AND OTHER POSTRETIREMENT BENEFITS - Components of Net Periodic Cost (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	May 03, 2020	Feb. 02, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Net Periodic Cost
Location of costs excluding the service component	us-gaap:OtherCostOfOperatingRevenue		us-gaap:OtherCostOfOperatingRevenue	us-gaap:OtherCostOfOperatingRevenue	us-gaap:OtherCostOfOperatingRevenue
Pensions
Net Periodic Cost
Service cost	$ 77		$ 66	$ 161	$ 132
Interest cost	87		111	174	222
Expected return on plan assets	(204)		(200)	(409)	(400)
Amortization of actuarial loss	62		36	124	71
Amortization of prior service (credit) cost	3		3	6	6
Settlements	3			6
Net cost	28		16	62	31
Employer Contributions
Defined benefit plan employer contributions				42
Defined benefit plan employer contributions expected for the remainder of the fiscal year	50			50
OPEB
Net Periodic Cost
Service cost	12		10	24	20
Interest cost	35		53	72	107
Expected return on plan assets	(12)		(9)	(24)	(18)
Amortization of actuarial loss	7		3	14	8
Amortization of prior service (credit) cost	(1)		(18)	(2)	(36)
Curtailments				21
Net cost	41		$ 39	105	$ 81
Benefit obligation reduction		$ (245)
Employer Contributions
Defined benefit plan employer contributions				66
Defined benefit plan employer contributions expected for the remainder of the fiscal year	$ 69			$ 69
OPEB | Employee-Separation Program | United States
Net Periodic Cost
Curtailments		$ 21

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FAIR VALUE MEASUREMENTS - Contractual Maturities of Debt Securities (Details) $ in Millions	May 03, 2020 USD ($)
Contractual Maturities of Debt Securities, Amortized Cost
Amortized cost, due in one year or less	$ 21
Amortized cost, due after one through five years	98
Amortized cost, due after five through 10 years	99
Amortized cost, due after 10 years	157
Amortized cost, mortgage-backed securities	156
Amortized cost, debt securities	531
Contractual Maturities of Debt Securities, Fair Value
Fair value, due in one year or less	17
Fair value, due after one through five years	102
Fair value, due after five through 10 years	109
Fair value, due after 10 years	169
Fair value, mortgage-backed securities	165
Fair value, debt securities	$ 562

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DERIVATIVE INSTRUMENTS - Fair Value Hedges (Details) - Interest Rate Contracts - USD ($) $ in Millions	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
Fair Value Hedges Member | Designated as Hedging Instruments
Fair Value Hedges
Notional amount of interest rate fair value hedge derivatives	$ 8,983	$ 8,717	$ 9,464
Long-term Borrowings Due in One Year
Borrowings Designated in Fair Value Hedging Relationships
Carrying Amount of Hedged Item	214	412	190
Active Hedging Relationships		(1)	1
Discontinued Relationships	(2)	(4)	(4)
Total	(2)	(5)	(3)
Long-term Borrowings
Borrowings Designated in Fair Value Hedging Relationships
Carrying Amount of Hedged Item	9,496	8,532	9,169
Active Hedging Relationships	726	295	(31)
Discontinued Relationships	36	(32)	(38)
Total	$ 762	$ 263	$ (69)

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FINANCING RECEIVABLES - Allowance for Credit Losses (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019	Nov. 03, 2019
Allowance:
Beginning of period balance	$ 157	$ 177	$ 150	$ 178
Provision (credit)	85	29	106	36
Write-offs	(49)	(33)	(74)	(49)
Recoveries	9	11	20	20
Translation adjustments	(7)	(2)	(7)	(3)
End of period balance	195	182	195	182
Allowance for credit losses increase	38
Financing receivables:
End of period balance	32,136	30,866	32,136	30,866	$ 33,728
Balance individually evaluated	240	168	240	168
Retail Notes
Allowance:
Beginning of period balance	88	111	89	113
Provision (credit)	58	9	74	15
Write-offs	(24)	(9)	(41)	(20)
Recoveries	3	6	5	10
Translation adjustments	(6)	(2)	(8)	(3)
End of period balance	119	115	119	115
Financing receivables:
End of period balance	22,619	21,525	22,619	21,525
Balance individually evaluated	157	151	157	151
Revolving Charge Accounts
Allowance:
Beginning of period balance	40	43	40	43
Provision (credit)	20	17	18	16
Write-offs	(23)	(22)	(29)	(26)
Recoveries	6	5	14	10
End of period balance	43	43	43	43
Financing receivables:
End of period balance	3,454	3,299	3,454	3,299
Balance individually evaluated		2		2
Other Financing Receivables
Allowance:
Beginning of period balance	29	23	21	22
Provision (credit)	7	3	14	5
Write-offs	(2)	(2)	(4)	(3)
Recoveries			1
Translation adjustments	(1)		1
End of period balance	33	24	33	24
Financing receivables:
End of period balance	6,063	6,042	6,063	6,042
Balance individually evaluated	$ 83	$ 15	$ 83	$ 15

XML

INVENTORIES (Details) - USD ($) $ in Millions	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
INVENTORIES
Raw materials and supplies	$ 2,394	$ 2,285	$ 2,424
Work-in-process	722	747	873
Finished goods and parts	4,646	4,613	5,729
Total FIFO value	7,762	7,645	9,026
Less adjustment to LIFO value	1,591	1,670	1,865
Inventories	$ 6,171	$ 5,975	$ 7,161

XML

DERIVATIVE INSTRUMENTS - Counterparty Risk and Collateral (Details) - USD ($) $ in Millions	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
DERIVATIVE INSTRUMENTS
Fair value of derivatives with credit-risk-related contingent features in a liability position	$ 130	$ 68	$ 166
Cash collateral received	319	0	1
Cash collateral paid		0
Derivative Assets
Gross amounts recognized	951	384	240
Netting arrangements	(125)	(70)	(99)
Collateral received	(319)	0	(1)
Net amount	507	314	140
Derivative Liabilities
Gross amounts recognized	199	139	215
Netting arrangements	(125)	(70)	(99)
Collateral paid		0
Net amount	$ 74	$ 69	$ 116

XML

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

May 03, 2020

FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

The fair values of financial instruments that do not approximate the carrying values in millions of dollars follow:

	May 3, 2020				November 3, 2019				April 28, 2019
	Carrying Value		Fair Value *		Carrying Value		Fair Value *		Carrying Value		Fair Value *
Financing receivables – net:
Equipment operations	$	118	$	111	$	65	$	61	$	102	$	95
Financial services		27,138		27,317		29,130		29,106		25,768		25,697
Total	$	27,256	$	27,428	$	29,195	$	29,167	$	25,870	$	25,792
Financing receivables securitized – net:
Equipment operations	$	37	$	35	$	44	$	43	$	59	$	57
Financial services		4,648		4,722		4,339		4,362		4,755		4,726
Total	$	4,685	$	4,757	$	4,383	$	4,405	$	4,814	$	4,783
Short-term securitization borrowings:
Equipment operations	$	37	$	37	$	44	$	45	$	58	$	58
Financial services		4,603		4,632		4,277		4,302		4,644		4,653
Total	$	4,640	$	4,669	$	4,321	$	4,347	$	4,702	$	4,711
Long-term borrowings due within one year: **
Equipment operations	$	480	$	477	$	642	$	645	$	982	$	987
Financial services		6,587		6,609		6,786		6,788		5,321		5,305
Total	$	7,067	$	7,086	$	7,428	$	7,433	$	6,303	$	6,292
Long-term borrowings: **
Equipment operations	$	9,921	$	11,192	$	5,415	$	6,138	$	4,679	$	5,110
Financial services		24,377		24,537		24,814		25,122		23,576		23,805
Total	$	34,298	$	35,729	$	30,229	$	31,260	$	28,255	$	28,915

* Fair value measurements above were Level 3 for all financing receivables, Level 3 for equipment operations short-term securitization borrowings, and Level 2 for all other borrowings.

** Carrying values exclude finance lease liabilities that are presented as borrowings beginning in 2020 (see Notes 3 and 15).

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis in millions of dollars follow*:

	May 3		November 3		April 28
	2020		2019		2019
Level 1:
Marketable securities
International equity securities ***	$	2
Equity fund ***		62	$	59	$	58
U.S. government debt securities		50		50		44
Total Level 1 marketable securities		114		109		102
Level 2:
Marketable securities
U.S. government debt securities		104		81		73
Municipal debt securities		63		60		55
Corporate debt securities		177		165		148
International debt securities		2		5		9
Mortgage-backed securities **		165		160		154
Total Level 2 marketable securities		511		471		439
Other assets
Derivatives:
Interest rate contracts		842		363		139
Foreign exchange contracts		92		20		99
Cross-currency interest rate contracts		17		1		2
Total Level 2 other assets		951		384		240
Accounts payable and accrued expenses
Derivatives:
Interest rate contracts		131		65		165
Foreign exchange contracts		68		71		48
Cross-currency interest rate contracts				3		2
Total Level 2 accounts payable and accrued expenses		199		139		215
Level 3:
Marketable securities
International debt securities		1		1		4

* Excluded from this table were the Company’s cash equivalents, which were carried at cost that approximates fair value. The cash equivalents consist primarily of money market funds and time deposits.

**  Primarily issued by U.S. government sponsored enterprises.

***During the second quarter of 2020 and 2019, net unrealized gains/(losses) on equity securities of $(8) million and $5 million, respectively, were recorded in “Other income.” During the first six months of 2020 and 2019, net unrealized gains/(losses) on equity securities were $(2) million and $5 million, respectively.

Contractual Maturities of Debt Securities

The contractual maturities of debt securities at May 3, 2020 in millions of dollars are shown below. Actual maturities may differ from those scheduled as a result of prepayments by the issuers. Because of the potential for prepayment on mortgage-backed securities, they are not categorized by contractual maturity.

	Amortized		Fair
	Cost		Value
Due in one year or less	$	21	$	17
Due after one through five years		98		102
Due after five through 10 years		99		109
Due after 10 years		157		169
Mortgage-backed securities		156		165
Debt securities	$	531	$	562

Fair Value, Recurring, Level 3 Measurements

Fair value, recurring Level 3 measurements from available-for-sale marketable securities in millions of dollars follow:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Beginning of period balance	$	1	$	6	$	1	$	8
Principal payments				(2)				(5)
Other								1
End of period balance	$	1	$	4	$	1	$	4

Fair Value, Nonrecurring Measurements from Impairments

Fair value, nonrecurring measurements from impairments in millions of dollars follow:

	Fair Value *					Losses
						Three Months Ended			Six Months Ended
	May 3		November 3		April 28	May 3		April 28	May 3		April 28
	2020		2019		2019	2020		2019	2020		2019
Equipment on operating leases – net	$	371	$	855		$	22		$	22
Property and equipment – net	$	70				$	62		$	62
Investments in unconsolidated affiliates	$	10				$	20		$	20
Other assets	$	59	$	142		$	10		$	10

*  See financing receivables with specific allowances in Note 11. The fair value measurement for the investment in unconsolidated affiliates was Level 1. The other fair value measurements were Level 3.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CASH FLOW INFORMATION

6 Months Ended

May 03, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CASH FLOW INFORMATION

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(2)  Summary of Significant Accounting Policies and Cash Flow Information

The interim consolidated financial statements of Deere & Company have been prepared by the Company, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. It is suggested that these interim consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto appearing in the Company’s latest annual report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts and related disclosures. The identification and rapid spread of COVID-19 (COVID) has resulted in governments and other authorities implementing numerous measures designed to contain the virus. These and other actions have resulted in uncertainties in the Company’s business, which may result in actual results differing significantly from those estimates. Examples of estimates used in the financial statements affected by this uncertainty include sales incentive costs, incurred credit losses, the value of used equipment, equipment on operating lease return rates, forecasted annual effective income tax rate, and cash flows to determine long-lived assets, goodwill, and certain intangible asset recoverability, and fair value measurements.

CASH FLOW INFORMATION

Cash Flow Information

All cash flows from the changes in trade accounts and notes receivable are classified as operating activities in the statement of consolidated cash flows as these receivables arise from sales to the Company’s customers. Cash flows from financing receivables that are related to sales to the Company’s customers are also included in operating activities. The remaining financing receivables are related to the financing of equipment sold by independent dealers and are included in investing activities.

The Company had the following non-cash operating and investing activities that were not included in the statement of consolidated cash flows. The Company transferred inventory to equipment on operating leases of approximately $255 million and $308 million in the first six months of 2020 and 2019, respectively. The Company also had accounts payable related to purchases of property and equipment of approximately $46 million and $74 million at May 3, 2020 and April 28, 2019, respectively.

The Company’s restricted cash held at May 3, 2020, November 3, 2019, April 28, 2019, and October 28, 2018 was as follows in millions of dollars:

	May 3		November 3		April 28		October 28
	2020		2019		2019		2018
Equipment operations	$	11	$	21	$	10	$	7
Financial services		92		78		92		104
Total	$	103	$	99	$	102	$	111

The equipment operations’ restricted cash relates to miscellaneous operational activities. The financial services restricted cash primarily relates to securitization of financing receivables (see Note 12). The restricted cash is recorded in “Other assets” in the consolidated balance sheet.

XML

INVENTORIES (Tables)

6 Months Ended

May 03, 2020

INVENTORIES

Major Classification of Inventories

If all of the Company’s inventories had been valued on a “first-in, first-out” (FIFO) method, estimated inventories by major classification in millions of dollars would have been as follows:

	May 3		November 3		April 28
	2020		2019		2019
Raw materials and supplies	$	2,394	$	2,285	$	2,424
Work-in-process		722		747		873
Finished goods and parts		4,646		4,613		5,729
Total FIFO value		7,762		7,645		9,026
Less adjustment to LIFO value		1,591		1,670		1,865
Inventories	$	6,171	$	5,975	$	7,161

XML

Document and Entity Information	6 Months Ended
	May 03, 2020 shares
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	May 03, 2020
Entity File Number	1-4121
Entity Registrant Name	DEERE & CO
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-2382580
Entity Address, Address Line One	One John Deere Place
Entity Address, City or Town	Moline
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61265
City Area Code	309
Local Phone Number	765-8000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	312,858,631
Current Fiscal Year End Date	--11-01
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Entity Central Index Key	0000315189
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, $1 par value
Trading Symbol	DE
Security Exchange Name	NYSE
8-1/2% Debentures Due 2022
Document Information [Line Items]
Title of 12(b) Security	8½% Debentures Due 2022
Trading Symbol	DE22
Security Exchange Name	NYSE
6.55% Debentures Due 2028
Document Information [Line Items]
Title of 12(b) Security	6.55% Debentures Due 2028
Trading Symbol	DE28
Security Exchange Name	NYSE

XML

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical)	May 03, 2020 $ / shares shares
CONDENSED CONSOLIDATED BALANCE SHEET
Common stock, par value (in dollars per share) | $ / shares	$ 1
Common stock, issued shares | shares	536,431,204

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

May 03, 2020

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

(16)  Commitments and Contingencies

The Company generally determines its total warranty liability by applying historical claims rate experience to the estimated amount of equipment that has been sold and is still under warranty based on dealer inventories and retail sales. The historical claims rate is primarily determined by a review of five-year claims costs and current quality developments.

The premiums for extended warranties are primarily recognized in income in proportion to the costs expected to be incurred over the contract period. These unamortized extended warranty premiums (deferred revenue) included in the following table totaled $602 million and $525 million at May 3, 2020 and April 28, 2019, respectively.

A reconciliation of the changes in the warranty liability and unearned premiums in millions of dollars follows:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Beginning of period balance	$	1,792	$	1,687	$	1,800	$	1,652
Payments		(223)		(234)		(453)		(462)
Amortization of premiums received		(51)		(56)		(110)		(111)
Accruals for warranties		210		256		432		510
Premiums received		69		69		134		134
Foreign exchange		(30)		(8)		(36)		(9)
End of period balance	$	1,767	$	1,714	$	1,767	$	1,714

At May 3, 2020, the Company had approximately $321 million of guarantees issued primarily to banks outside the U.S. and Canada related to third-party receivables for the retail financing of John Deere equipment. The Company may recover a portion of any required payments incurred under these agreements from repossession of the equipment collateralizing the receivables. At May 3, 2020, the Company had accrued losses of approximately $12 million under these agreements. The maximum remaining term of the receivables guaranteed at May 3, 2020 was approximately six years.

At May 3, 2020, the Company had commitments of approximately $254 million for the construction and acquisition of property and equipment. Also, at May 3, 2020, the Company had restricted assets of $75 million, primarily as collateral for borrowings and restricted other assets. See Note 12 for additional restricted assets associated with borrowings related to securitizations.

The Company also had other miscellaneous contingent liabilities totaling approximately $45 million at May 3, 2020. The accrued liability for these contingencies was not material at May 3, 2020.

The Company is subject to various unresolved legal actions which arise in the normal course of its business, the most prevalent of which relate to product liability (including asbestos-related liability), retail credit, employment, patent, and trademark matters. The Company believes the reasonably possible range of losses for these unresolved legal actions would not have a material effect on its consolidated financial statements.

XML

EMPLOYEE-SEPARATION PROGRAM

6 Months Ended

May 03, 2020

EMPLOYEE-SEPARATION PROGRAM

EMPLOYEE-SEPARATION PROGRAM

(20)  Employee-Separation Program

During the first quarter of 2020, the Company announced a broad voluntary employee-separation program for the U.S. salaried workforce that continues the efforts to create a more efficient organization structure and reduce operating costs. The program provided for cash payments based on years of service. The expense was recorded primarily in the period in which the employees irrevocably accepted the separation offer. The program’s total estimated pretax expenses are approximately $138 million, of which $9 million was recorded in the second quarter and $136 million in the first half of 2020. The payments for the program were also substantially made in the first quarter of 2020. Included in the total pretax expense is a non-cash charge of $21 million resulting from a curtailment in certain OPEB plans (see Note 8), which was recorded outside of operating profit in “Other operating expense.” The first half of 2020 expenses that are included in operating profit of $113 million are allocated 36 percent “Cost of sales,” 16 percent “Research and development,” and 48 percent “Selling, administrative and general.” In addition, the expenses are allocated 74 percent to the agriculture and turf operations, 24 percent to the construction and forestry operations, and 2 percent to the financial services operations. Annual savings from these programs are estimated to be approximately $85 million with about $65 million in 2020.

XML

DIVIDENDS DECLARED AND PAID (Tables)

6 Months Ended

May 03, 2020

DIVIDENDS DECLARED AND PAID

Dividends Declared and Paid

Dividends declared and paid on a per share basis were as follows:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Dividends declared	$	.76	$	.76	$	1.52	$	1.52
Dividends paid	$	.76	$	.76	$	1.52	$	1.45

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

May 03, 2020

CASH FLOW INFORMATION

Restricted Cash Held

The Company’s restricted cash held at May 3, 2020, November 3, 2019, April 28, 2019, and October 28, 2018 was as follows in millions of dollars:

	May 3		November 3		April 28		October 28
	2020		2019		2019		2018
Equipment operations	$	11	$	21	$	10	$	7
Financial services		92		78		92		104
Total	$	103	$	99	$	102	$	111

XML

REVENUE RECOGNITION

6 Months Ended

May 03, 2020

REVENUE RECOGNITION

REVENUE RECOGNITION

(4)  Revenue Recognition

The Company’s revenue by primary geographical market, major product line, and timing of revenue recognition in millions of dollars follow:

	Three Months Ended May 3, 2020
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	3,381	$	1,263	$	604	$	5,248
Canada		266		166		151		583
Western Europe		1,111		358		22		1,491
Central Europe and CIS		338		140		8		486
Latin America		458		135		60		653
Asia, Africa, Australia, New Zealand, and Middle East		511		251		30		792
Total	$	6,065	$	2,313	$	875	$	9,253
Major product lines:
Large Agriculture	$	3,075					$	3,075
Small Agriculture		1,976						1,976
Turf		806						806
Construction			$	877				877
Compact Construction				339				339
Roadbuilding				723				723
Forestry				254				254
Financial Products		21		6	$	875		902
Other		187		114				301
Total	$	6,065	$	2,313	$	875	$	9,253
Timing of revenue recognition:
Revenue recognized at a point in time	$	6,016	$	2,287	$	26	$	8,329
Revenue recognized over time		49		26		849		924
Total	$	6,065	$	2,313	$	875	$	9,253

	Six Months Ended May 3, 2020
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	5,881	$	2,283	$	1,247	$	9,411
Canada		404		338		307		1,049
Western Europe		1,889		697		44		2,630
Central Europe and CIS		558		299		18		875
Latin America		913		294		126		1,333
Asia, Africa, Australia, New Zealand, and Middle East		1,015		507		64		1,586
Total	$	10,660	$	4,418	$	1,806	$	16,884
Major product lines:
Large Agriculture	$	5,214					$	5,214
Small Agriculture		3,741						3,741
Turf		1,274						1,274
Construction			$	1,718				1,718
Compact Construction				627				627
Roadbuilding				1,328				1,328
Forestry				528				528
Financial Products		48		13	$	1,806		1,867
Other		383		204				587
Total	$	10,660	$	4,418	$	1,806	$	16,884
Timing of revenue recognition:
Revenue recognized at a point in time	$	10,556	$	4,366	$	52	$	14,974
Revenue recognized over time		104		52		1,754		1,910
Total	$	10,660	$	4,418	$	1,806	$	16,884

	Three Months Ended April 28, 2019
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	3,912	$	1,738	$	604	$	6,254
Canada		313		265		153		731
Western Europe		1,360		379		21		1,760
Central Europe and CIS		393		155		9		557
Latin America		772		194		69		1,035
Asia, Africa, Australia, New Zealand, and Middle East		647		328		30		1,005
Total	$	7,397	$	3,059	$	886	$	11,342
Major product lines:
Large Agriculture	$	3,494					$	3,494
Small Agriculture		2,632						2,632
Turf		989						989
Construction			$	1,478				1,478
Compact Construction				320				320
Roadbuilding				814				814
Forestry				338				338
Financial Products		25		6	$	886		917
Other		257		103				360
Total	$	7,397	$	3,059	$	886	$	11,342
Timing of revenue recognition:
Revenue recognized at a point in time	$	7,345	$	3,034			$	10,379
Revenue recognized over time		52		25	$	886		963
Total	$	7,397	$	3,059	$	886	$	11,342

	Six Months Ended April 28, 2019
	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	6,540	$	2,901	$	1,179	$	10,620
Canada		485		513		310		1,308
Western Europe		2,208		716		41		2,965
Central Europe and CIS		541		326		18		885
Latin America		1,320		344		133		1,797
Asia, Africa, Australia, New Zealand, and Middle East		1,100		591		60		1,751
Total	$	12,194	$	5,391	$	1,741	$	19,326
Major product lines:
Large Agriculture	$	5,661					$	5,661
Small Agriculture		4,441						4,441
Turf		1,495						1,495
Construction			$	2,487				2,487
Compact Construction				584				584
Roadbuilding				1,412				1,412
Forestry				690				690
Financial Products		44		13	$	1,741		1,798
Other		553		205				758
Total	$	12,194	$	5,391	$	1,741	$	19,326
Timing of revenue recognition:
Revenue recognized at a point in time	$	12,100	$	5,347			$	17,447
Revenue recognized over time		94		44	$	1,741		1,879
Total	$	12,194	$	5,391	$	1,741	$	19,326

Following is a description of the Company’s major product lines:

Large Agriculture – Includes net sales of tractors with more than approximately 200 horsepower and associated attachments, combines, cotton pickers, cotton strippers, self-propelled forage harvesters and related attachments, and sugarcane harvesters, harvesting front-end equipment, sugarcane loaders and pull behind scrapers, tillage, seeding, and application equipment, including sprayers, nutrient management and soil preparation machinery, and related attachments and service parts.

Small Agriculture – Includes net sales of medium and utility tractors with less than approximately 200 horsepower, hay and forage equipment, balers, mowers, and related attachments and service parts.

Turf – Includes net sales of turf and utility equipment, including riding lawn equipment and walk-behind mowers, golf course equipment, utility vehicles, and commercial mowing equipment, along with a broad line of associated implements, other outdoor power products, and related attachments and service parts.

Construction – Includes net sales of a broad range of machines used in construction, earthmoving, and material handling, including backhoe loaders, crawler dozers and loaders, four-wheel-drive loaders, excavators, motor graders, articulated dump trucks, and related attachments and service parts.

Compact Construction – Includes net sales of smaller construction equipment, including compact excavators, compact track loaders, compact wheel loaders, skid steers, landscape loaders, and related attachments and service parts.

Roadbuilding – Includes net sales of equipment used in roadbuilding and renovation, including milling machines, recyclers, slipform pavers, surface miners, asphalt pavers, compactors, tandem and static rollers, mobile crushers and screens, mobile and stationary asphalt plants, and related attachments and service parts.

Forestry – Includes net sales of equipment used in timber harvesting, including log skidders, feller bunchers, log loaders, log forwarders, log harvesters, and related attachments and service parts.

Financial Products – Includes finance and interest income primarily from retail notes related to sales of John Deere equipment to end customers, wholesale financing to dealers of John Deere equipment, and revolving charge accounts; lease income from retail leases of John Deere equipment; and revenue from extended warranties.

Other – Includes sales of certain components to other equipment manufacturers, revenue earned over time from precision guidance, telematics, and other information enabled solutions, revenue from service performed at company owned dealerships and service centers, gains on disposition of property and businesses, trademark licensing revenue, and other miscellaneous revenue items.

The Company invoices in advance of recognizing the sale of certain products and the revenue for certain services. These items are primarily for premiums for extended warranties, advance payments for future equipment sales, and subscription and service revenue related to precision guidance and telematic services. These advanced customer payments are presented as deferred revenue, a contract liability, in “Accounts payable and accrued expenses” in the consolidated balance sheet. The deferred revenue received, but not recognized in revenue, including extended warranty premiums also shown in Note 16, was $1,077 million, $1,010 million and $1,014 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The contract liability is reduced as the revenue is recognized. During the three months ended May 3, 2020 and April 28, 2019, $97 million and $103 million, respectively, of revenue was recognized from deferred revenue that was recorded as a contract liability at the beginning of the respective fiscal year. During the six months ended May 3, 2020 and April 28, 2019, $278 million and $265 million, respectively, of revenue was recognized from deferred revenue that was recorded as a contract liability at the beginning of the respective fiscal year.

The Company entered into contracts with customers to deliver equipment and services that have not been recognized at May 3, 2020 because the equipment or services have not been provided. These contracts primarily relate to extended warranty and certain precision guidance and telematic services. The amount of unsatisfied performance obligations for contracts with an original duration greater than one year is $907 million at May 3, 2020. The estimated revenue to be recognized by fiscal year follows in millions of dollars: remainder of 2020 - $214, 2021 - $320, 2022 - $205, 2023 - $109, 2024 - $45, and later years - $14. The Company discloses unsatisfied performance obligations with an original contract duration greater than one year. The contracts with an expected duration of one year or less are generally for sales to dealers and end customers for equipment, service parts, repair services, and certain telematics services.

As explained in the 2019 Form 10-K, the Company’s policy on trade accounts and notes receivables is to not extend interest-free periods nor to forgive interest charged. During the second quarter of 2020, the Company provided short-term payment relief on trade accounts and notes receivables to independent dealers and certain other customers (customers) that are negatively affected by the economic effects of COVID. The relief was provided both in regional programs and case-by-case situations with creditworthy customers. This relief generally included payment deferrals not exceeding three months, extending interest-free periods for up to an additional three months with the total interest-free period not to exceed one year, or reducing interest rates for a maximum of three months. The trade receivable balance granted relief in the second quarter was $707 million with $585 million outstanding, or approximately 10 percent of the trade receivable portfolio, at May 3, 2020. These actions were taken in response to the sudden, severe economic effects of COVID on customers. Outside of these actions, the Company is not modifying its normal sales terms with customers that are outlined in the 2019 Form 10-K.

For customers who obtained payment relief, subsequent sales transactions are evaluated to confirm the revenue recognition criteria are met, including the sales price is determinable and collectability of the payments are probable based on the terms outlined in the contract.

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PENSION AND OTHER POSTRETIREMENT BENEFITS

6 Months Ended

May 03, 2020

PENSION AND OTHER POSTRETIREMENT BENEFITS

PENSION AND OTHER POSTRETIREMENT BENEFITS

(8)  Pension and Other Postretirement Benefits

The Company has several defined benefit pension plans and postretirement benefit (OPEB) plans, primarily health care and life insurance plans, covering its U.S. employees and employees in certain foreign countries.

The worldwide components of net periodic pension cost consisted of the following in millions of dollars:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Service cost	$	77	$	66	$	161	$	132
Interest cost		87		111		174		222
Expected return on plan assets		(204)		(200)		(409)		(400)
Amortization of actuarial loss		62		36		124		71
Amortization of prior service cost		3		3		6		6
Settlements		3				6
Net cost	$	28	$	16	$	62	$	31

The worldwide components of net periodic OPEB cost consisted of the following in millions of dollars:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Service cost	$	12	$	10	$	24	$	20
Interest cost		35		53		72		107
Expected return on plan assets		(12)		(9)		(24)		(18)
Amortization of actuarial loss		7		3		14		8
Amortization of prior service credit		(1)		(18)		(2)		(36)
Curtailments						21
Net cost	$	41	$	39	$	105	$	81

The components of net periodic pension and OPEB costs excluding the service cost component are included in the line item “Other operating expenses” in the statement of consolidated income.

In the first quarter of 2020, the Company remeasured the U.S. OPEB health care plans. The wage plan was remeasured due to the U.S. enactment of the Setting Every Community Up for Retirement Enhancement Act (SECURE Act) that repealed the health insurance provider fee effective in 2021. The salary plans were remeasured due to the U.S. voluntary employee-separation program (see Note 20), which resulted in a $21 million curtailment loss. The combined effect of the remeasurements was to reduce the benefit obligation by $245 million.

During the first six months of 2020, the Company contributed approximately $42 million to its pension plans and $66 million to its OPEB plans. The Company presently anticipates contributing an additional $50 million to its pension plans and $69 million to its OPEB plans during the remainder of fiscal year 2020. These contributions primarily include direct benefit payments from Company funds.

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SECURITIZATION OF FINANCING RECEIVABLES

6 Months Ended

May 03, 2020

SECURITIZATION OF FINANCING RECEIVABLES

SECURITIZATION OF FINANCING RECEIVABLES

(12)  Securitization of Financing Receivables

The Company, as a part of its overall funding strategy, periodically transfers certain financing receivables (retail notes) into VIEs that are special purpose entities (SPEs), or non-VIE banking operations, as part of its asset-backed securities programs (securitizations). The structure of these transactions is such that the transfer of the retail notes did not meet the accounting criteria for sales of receivables, and is, therefore, accounted for as a secured borrowing. SPEs utilized in securitizations of retail notes differ from other entities included in the Company’s consolidated statements because the assets they hold are legally isolated. Use of the assets held by the SPEs or the non-VIEs is restricted by terms of the documents governing the securitization transactions.

In these securitizations, the retail notes are transferred to certain SPEs or to non-VIE banking operations, which in turn issue debt to investors. The debt securities issued to the third party investors resulted in secured borrowings, which are recorded as “Short-term securitization borrowings” on the balance sheet. The securitized retail notes are recorded as “Financing receivables securitized – net” on the balance sheet. The total restricted assets on the consolidated balance sheet related to these securitizations include the financing receivables securitized less an allowance for credit losses, and other assets primarily representing restricted cash. Restricted cash results from contractual requirements in securitized borrowing arrangements and serves as a credit enhancement. The restricted cash is used to satisfy payment deficiencies, if any, in the required payments on secured borrowings. The balance of restricted cash is contractually stipulated and is either a fixed amount as determined by the initial balance of the financing receivables securitized or a fixed percentage of the outstanding balance of the securitized

financing receivables. The restriction is removed either after all secured borrowing payments are made or proportionally as these receivables are collected and borrowing obligations reduced. For those securitizations in which retail notes are transferred into SPEs, the SPEs supporting the secured borrowings are consolidated unless the Company does not have both the power to direct the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs. No additional support to these SPEs beyond what was previously contractually required has been provided during the reporting periods.

In certain securitizations, the Company consolidates the SPEs since it has both the power to direct the activities that most significantly impact the SPEs’ economic performance through its role as servicer of all the receivables held by the SPEs and the obligation through variable interests in the SPEs to absorb losses or receive benefits that could potentially be significant to the SPEs. The restricted assets (retail notes securitized, allowance for credit losses, and other assets) of the consolidated SPEs totaled $3,017 million, $2,895 million, and $2,771 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The liabilities (short-term securitization borrowings and accrued interest) of these SPEs totaled $2,977 million, $2,847 million, and $2,693 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The credit holders of these SPEs do not have legal recourse to the Company’s general credit.

In certain securitizations, the Company transfers retail notes to non-VIE banking operations, which are not consolidated since the Company does not have a controlling interest in the entities. The Company’s carrying values and interests related to the securitizations with the unconsolidated non-VIEs were restricted assets (retail notes securitized, allowance for credit losses, and other assets) of $542 million, $491 million, and $671 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The liabilities (short-term securitization borrowings and accrued interest) were $515 million, $465 million, and $631 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

In certain securitizations, the Company transfers retail notes into bank-sponsored, multi-seller, commercial paper conduits, which are SPEs that are not consolidated. The Company does not service a significant portion of the conduits’ receivables, and therefore, does not have the power to direct the activities that most significantly impact the conduits’ economic performance. These conduits provide a funding source to the Company (as well as other transferors into the conduit) as they fund the retail notes through the issuance of commercial paper. The Company’s carrying values and variable interest related to these conduits were restricted assets (retail notes securitized, allowance for credit losses, and other assets) of $1,221 million, $1,079 million, and $1,477 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The liabilities (short-term securitization borrowings and accrued interest) related to these conduits were $1,154 million, $1,015 million, and $1,382 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

The Company’s carrying amount of the liabilities to the unconsolidated conduits, compared to the maximum exposure to loss related to these conduits, which would only be incurred in the event of a complete loss on the restricted assets, was as follows in millions of dollars:

	May 3, 2020
Carrying value of liabilities	$	1,154
Maximum exposure to loss		1,221

The total assets of unconsolidated VIEs related to securitizations were approximately $37 billion at May 3, 2020.

The components of consolidated restricted assets related to secured borrowings in securitization transactions follow in millions of dollars:

	May 3		November 3		April 28
	2020		2019		2019
Financing receivables securitized (retail notes)	$	4,703	$	4,395	$	4,826
Allowance for credit losses		(18)		(12)		(12)
Other assets		95		82		105
Total restricted securitized assets	$	4,780	$	4,465	$	4,919

The components of consolidated secured borrowings and other liabilities related to securitizations follow in millions of dollars:

	May 3		November 3		April 28
	2020		2019		2019
Short-term securitization borrowings	$	4,640	$	4,321	$	4,702
Accrued interest on borrowings		6		6		4
Total liabilities related to restricted securitized assets	$	4,646	$	4,327	$	4,706

The secured borrowings related to these restricted securitized retail notes are obligations that are payable as the retail notes are liquidated. Repayment of the secured borrowings depends primarily on cash flows generated by the restricted assets. Due to the Company’s short-term credit rating, cash collections from these restricted assets are not required to be placed into a segregated collection account until immediately prior to the time payment is required to the secured creditors. At May 3, 2020, the maximum remaining term of all securitized retail notes was approximately seven years.

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COMMITMENTS AND CONTINGENCIES - Other (Details) $ in Millions	6 Months Ended
	May 03, 2020 USD ($)
Long Term Purchase Commitments
Commitments for the construction and acquisition of property and equipment	$ 254
Restricted Assets and Other Contingent Liabilities
Other restricted assets	75
Miscellaneous contingent liabilities	45
Guarantees, Third-party Receivables
Guarantee Obligations
Guarantee obligations maximum exposure	321
Guarantee obligations accrued losses	$ 12
Guarantee obligations term	6 years

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LEASES - Minimum Lease Payments (Details) $ in Millions	Nov. 03, 2019 USD ($)
Operating Leases, Future Minimum Lease Payments under Previous Lease Standard
2020	$ 111
2021	77
2022	56
2023	39
2024	28
Later years	26
Total minimum lease payments under operating leases	337
Capital Leases, Future Minimum Lease Payments under Previous Lease Standard
2020	12
2021	10
2022	6
2023	2
2024	1
Later years	1
Total minimum lease payments under finance leases	$ 32

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LEASES - Lease Expense By Type - (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	May 03, 2020	May 03, 2020
Lease Expense by Type
Operating lease expense	$ 31	$ 63
Short-term lease expense	6	10
Variable lease expense	10	20
Finance lease:
Depreciation expense	2	7
Interest on lease liabilities	1	1
Total lease expense	$ 50	$ 101

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LEASES - Scheduled Payments on Sales-type and Direct Financings Leases Receivables, Prior Year (Details) $ in Millions	Nov. 03, 2019 USD ($)
Scheduled Payments on Finance Leases under the Previous Lease Standard
2020	$ 833
2021	557
2022	321
2023	153
2024	53
Later years	13
Total	$ 1,930

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LEASES - Lessor Lease Terms (Details) $ in Millions	3 Months Ended	6 Months Ended
	May 03, 2020 USD ($)	May 03, 2020
Lessor
Sales-type lease early termination options		true
Sales-type lease renewal options		true
Sales-type lease option to purchase the underlying equipment		true
Direct financing lease early termination options		true
Direct financing lease renewal options		true
Direct financing lease option to purchase the underlying equipment		true
Operating lease early termination options		true
Operating lease renewal options		true
Operating lease option to purchase the underlying equipment		true
Non-cash charge in other operating expenses for the impairment of equipment on operating leases, pretax	$ 22
Elected to combine lease and nonlease components	true	true
Elected to report consideration related to sales and value added taxes net of the related tax expense		true
COVID
Lessor
Operating lease portfolio granted relief (as a percent)	2.00%	2.00%
Maximum | COVID
Lessor
Lease payment deferral period	3 months

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GOODWILL AND OTHER INTANGIBLE ASSETS-NET - Goodwill (Details) - USD ($) $ in Millions	6 Months Ended
	May 03, 2020	Apr. 28, 2019
Changes in Amounts of Goodwill
Goodwill - net, beginning balance	$ 2,917	$ 3,101
Translation adjustments and other		(76)
Goodwill - net, ending balance	2,917	3,025
Accumulated impairment loss	0	0
Agriculture and Turf
Changes in Amounts of Goodwill
Goodwill - net, beginning balance	574	583
Translation adjustments and other	(9)	(2)
Goodwill - net, ending balance	565	581
Construction and Forestry
Changes in Amounts of Goodwill
Goodwill - net, beginning balance	2,343	2,518
Translation adjustments and other	9	(74)
Goodwill - net, ending balance	$ 2,352	$ 2,444

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IMPAIRMENTS (Details) $ in Millions	3 Months Ended
	May 03, 2020 USD ($)
Asset Impairment
Non-cash charge in other operating expenses for the impairment of equipment on operating leases, pretax	$ 22
Non-cash charge in other operating expenses for the impairment of matured operating lease inventory recorded in other assets, pretax	10
Construction and Forestry
Asset Impairment
Non-cash charge in equity in loss of unconsolidated affiliates for an other than temporary decline in value, pretax	20
Non-cash charge in equity in loss of unconsolidated affiliates for an other than temporary decline in value, after-tax	20
Construction and Forestry | Cost of Sales
Asset Impairment
Non-cash charge for impairment of fixed assets, pretax	62
Non-cash charge for impairment of fixed assets, after-tax	62
Financial Services
Asset Impairment
Non-cash charge in other operating expenses for the impairment of equipment on operating leases, pretax	22
Non-cash charge in other operating expenses for the impairment of matured operating lease inventory recorded in other assets, pretax	10
Income tax benefit for the non-cash charge for impairments of equipment on operating leases and matured operating lease inventory	$ 9

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SUPPLEMENTAL CONSOLIDATING DATA - Statement of Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Cash Flows from Operating Activities
Net income	$ 666	$ 1,136	$ 1,184	$ 1,636
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Provision for credit losses			107	37
Provision for depreciation and amortization			1,067	1,016
Impairment charges			114
Undistributed earnings of unconsolidated subsidiaries and affiliates			(8)	(9)
Credit for deferred income taxes			(61)	(282)
Changes in assets and liabilities:
Trade receivables and Equipment Operations' financing receivables			(491)	(2,731)
Inventories			(496)	(1,394)
Accounts payable and accrued expenses			(707)	(66)
Accrued income taxes payable/receivable			(173)	157
Retirement benefits			58	20
Other			134	77
Net cash provided by (used for) operating activities			776	(1,495)
Cash Flows from Investing Activities
Proceeds from maturities and sales of marketable securities			39	30
Proceeds from sales of equipment on operating leases			898	823
Purchases of marketable securities			(71)	(59)
Purchases of property and equipment			(441)	(491)
Cost of equipment on operating leases acquired			(960)	(924)
Collateral on derivatives - net			319	60
Other			(11)	(100)
Net cash used for investing activities			30	(372)
Cash Flows from Financing Activities
Increase (decrease) in total short-term borrowings			1,138	1,570
Proceeds from long-term borrowings			7,275	4,232
Payments of long-term borrowings			(3,315)	(3,427)
Proceeds from issuance of common stock			70	95
Repurchases of common stock			(263)	(481)
Dividends paid			(481)	(462)
Other			(81)	(54)
Net cash provided by (used for) financing activities			4,343	1,473
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash			(102)	(35)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash			5,047	(429)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period			3,956	4,015
Cash, Cash Equivalents, and Restricted Cash at End of Period	9,003	3,586	9,003	3,586
Equipment Operations
Cash Flows from Operating Activities
Net income	666	1,136	1,184	1,636
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Provision for credit losses			9	5
Provision for depreciation and amortization			515	525
Impairment charges			82
Undistributed earnings of unconsolidated subsidiaries and affiliates			21	30
Credit for deferred income taxes			9	(118)
Changes in assets and liabilities:
Trade receivables and Equipment Operations' financing receivables			(80)	(271)
Inventories			(242)	(1,086)
Accounts payable and accrued expenses			(659)	247
Accrued income taxes payable/receivable			(154)	(344)
Retirement benefits			50	16
Other			107	68
Net cash provided by (used for) operating activities			842	708
Cash Flows from Investing Activities
Proceeds from maturities and sales of marketable securities				5
Purchases of marketable securities				(2)
Purchases of property and equipment			(440)	(490)
Collateral on derivatives - net				1
Other			(40)	(52)
Net cash used for investing activities			(480)	(538)
Cash Flows from Financing Activities
Increase (decrease) in total short-term borrowings			554	(131)
Change in intercompany receivables/payables			(292)	611
Proceeds from long-term borrowings			4,602	120
Payments of long-term borrowings			(152)	(158)
Proceeds from issuance of common stock			70	95
Repurchases of common stock			(263)	(481)
Dividends paid			(481)	(462)
Other			(61)	(35)
Net cash provided by (used for) financing activities			3,977	(441)
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash			(58)	(27)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash			4,281	(298)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period			3,196	3,202
Cash, Cash Equivalents, and Restricted Cash at End of Period	7,477	2,904	7,477	2,904
Financial Services
Cash Flows from Operating Activities
Net income	60	121	197	275
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Provision for credit losses			98	32
Provision for depreciation and amortization			621	557
Impairment charges			32
Undistributed earnings of unconsolidated subsidiaries and affiliates			(1)	(1)
Credit for deferred income taxes			(70)	(164)
Changes in assets and liabilities:
Accounts payable and accrued expenses			30	53
Accrued income taxes payable/receivable			(19)	501
Retirement benefits			8	4
Other			95	99
Net cash provided by (used for) operating activities			991	1,356
Cash Flows from Investing Activities
Collections of receivables (excluding trade and wholesale)			10,385	9,894
Proceeds from maturities and sales of marketable securities			39	25
Proceeds from sales of equipment on operating leases			898	823
Cost of receivables acquired (excluding trade and wholesale)			(9,885)	(9,423)
Purchases of marketable securities			(71)	(57)
Purchases of property and equipment			(1)	(1)
Cost of equipment on operating leases acquired			(1,304)	(1,341)
Increase in trade and wholesale receivables			(673)	(3,028)
Collateral on derivatives - net			319	59
Other			(36)	(39)
Net cash used for investing activities			(329)	(3,088)
Cash Flows from Financing Activities
Increase (decrease) in total short-term borrowings			584	1,701
Change in intercompany receivables/payables			292	(611)
Proceeds from long-term borrowings			2,673	4,112
Payments of long-term borrowings			(3,163)	(3,269)
Dividends paid			(225)	(312)
Other			(13)	(12)
Net cash provided by (used for) financing activities			148	1,609
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash			(44)	(8)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash			766	(131)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period			760	813
Cash, Cash Equivalents, and Restricted Cash at End of Period	$ 1,526	$ 682	$ 1,526	$ 682

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REVENUE RECOGNITION - Advanced Customer Payments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019	Nov. 03, 2019
Advanced customer payments
Deferred revenue received	$ 1,077	$ 1,014	$ 1,077	$ 1,014	$ 1,010
Revenue recognized from deferred revenue	$ 97	$ 103	$ 278	$ 265

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OTHER COMPREHENSIVE INCOME ITEMS - Amounts Recorded in and Reclassifications out of (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Other Comprehensive Income (Loss), Before Tax
Interest expense	$ (342)	$ (351)	$ (678)	$ (704)
Total other comprehensive income (loss), before tax	(369)	(17)		(152)
Other Comprehensive Income (Loss), Tax (Expense) Credit
Total other comprehensive income (loss), tax (expense) credit	(17)	(15)	(108)	(23)
Other Comprehensive Income (Loss), After Tax
Other Comprehensive Income (Loss), Net of Income Taxes	(386)	(32)	(108)	(175)
Cumulative Translation Adjustment
Other Comprehensive Income (Loss), Before Tax
Total other comprehensive income (loss), before tax	(441)	(83)	(398)	(244)
Other Comprehensive Income (Loss), Tax (Expense) Credit
Total other comprehensive income (loss), tax (expense) credit		1
Other Comprehensive Income (Loss), After Tax
Other Comprehensive Income (Loss), Net of Income Taxes	(441)	(82)	(398)	(244)
Unrealized Gain (Loss) on Derivatives
Other Comprehensive Income (Loss), Before Tax
Other comprehensive income (loss) before reclassification, before tax	(15)	(6)	(17)	(14)
Total other comprehensive income (loss), before tax	(11)	(9)	(11)	(19)
Other Comprehensive Income (Loss), Tax (Expense) Credit
Other comprehensive income (loss) before reclassification, tax (expense) credit	3	1	4	3
Total other comprehensive income (loss), tax (expense) credit	3	2	3	4
Other Comprehensive Income (Loss), After Tax
Other comprehensive income (loss) before reclassification, after tax	(12)	(5)	(13)	(11)
Other Comprehensive Income (Loss), Net of Income Taxes	(8)	(7)	(8)	(15)
Unrealized Gain (Loss) on Derivatives | Interest Rate Contracts | Reclassification out of accumulated other comprehensive income (loss)
Other Comprehensive Income (Loss), Before Tax
Interest expense	4	(3)	6	(5)
Other Comprehensive Income (Loss), Tax (Expense) Credit
Reclassification from accumulated other comprehensive income, tax (expense) credit		1	(1)	1
Other Comprehensive Income (Loss), After Tax
Reclassification from accumulated other comprehensive income, after tax	4	(2)	5	(4)
Unrealized Gain (Loss) on Debt Securities
Other Comprehensive Income (Loss), Before Tax
Other comprehensive income (loss) before reclassification, before tax	8	10	14	20
Total other comprehensive income (loss), before tax	8	10	14	20
Other Comprehensive Income (Loss), Tax (Expense) Credit
Other comprehensive income (loss) before reclassification, tax (expense) credit	(2)	(2)	(3)	(4)
Total other comprehensive income (loss), tax (expense) credit	(2)	(2)	(3)	(4)
Other Comprehensive Income (Loss), After Tax
Other comprehensive income (loss) before reclassification, after tax	6	8	11	16
Other Comprehensive Income (Loss), Net of Income Taxes	6	8	11	16
Retirement Benefits Adjustment
Other Comprehensive Income (Loss), Before Tax
Total other comprehensive income (loss), before tax	75	65	395	91
Other Comprehensive Income (Loss), Tax (Expense) Credit
Total other comprehensive income (loss), tax (expense) credit	(18)	(16)	(108)	(23)
Other Comprehensive Income (Loss), After Tax
Other Comprehensive Income (Loss), Net of Income Taxes	57	49	287	68
Retirement Benefits Adjustment | Pensions
Other Comprehensive Income (Loss), Before Tax
Other comprehensive income (loss) before reclassification, before tax	(28)	(19)	(27)	(18)
Other Comprehensive Income (Loss), Tax (Expense) Credit
Other comprehensive income (loss) before reclassification, tax (expense) credit	6	4	6	4
Other Comprehensive Income (Loss), After Tax
Other comprehensive income (loss) before reclassification, after tax	(22)	(15)	(21)	(14)
Retirement Benefits Adjustment | OPEB
Other Comprehensive Income (Loss), Before Tax
Other comprehensive income (loss) before reclassification, before tax	29	60	274	60
Other Comprehensive Income (Loss), Tax (Expense) Credit
Other comprehensive income (loss) before reclassification, tax (expense) credit	(7)	(14)	(67)	(14)
Other Comprehensive Income (Loss), After Tax
Other comprehensive income (loss) before reclassification, after tax	22	46	207	46
Actuarial (Gain) Loss | Reclassification out of accumulated other comprehensive income (loss) | Pensions
Other Comprehensive Income (Loss), Before Tax
Other operating expenses	62	36	124	71
Other Comprehensive Income (Loss), Tax (Expense) Credit
Reclassification from accumulated other comprehensive income, tax (expense) credit	(16)	(9)	(42)	(17)
Other Comprehensive Income (Loss), After Tax
Reclassification from accumulated other comprehensive income, after tax	46	27	82	54
Actuarial (Gain) Loss | Reclassification out of accumulated other comprehensive income (loss) | OPEB
Other Comprehensive Income (Loss), Before Tax
Other operating expenses	7	3	14	8
Other Comprehensive Income (Loss), Tax (Expense) Credit
Reclassification from accumulated other comprehensive income, tax (expense) credit	(1)	(1)	(3)	(2)
Other Comprehensive Income (Loss), After Tax
Reclassification from accumulated other comprehensive income, after tax	6	2	11	6
Prior Service (Credit) Cost | Reclassification out of accumulated other comprehensive income (loss) | Pensions
Other Comprehensive Income (Loss), Before Tax
Other operating expenses	3	3	6	6
Other Comprehensive Income (Loss), Tax (Expense) Credit
Reclassification from accumulated other comprehensive income, tax (expense) credit		(1)	(1)	(2)
Other Comprehensive Income (Loss), After Tax
Reclassification from accumulated other comprehensive income, after tax	3	2	5	4
Prior Service (Credit) Cost | Reclassification out of accumulated other comprehensive income (loss) | OPEB
Other Comprehensive Income (Loss), Before Tax
Other operating expenses	(1)	(18)	(2)	(36)
Other Comprehensive Income (Loss), Tax (Expense) Credit
Reclassification from accumulated other comprehensive income, tax (expense) credit		5		8
Other Comprehensive Income (Loss), After Tax
Reclassification from accumulated other comprehensive income, after tax	(1)	$ (13)	(2)	$ (28)
Settlements | Reclassification out of accumulated other comprehensive income (loss) | Pensions
Other Comprehensive Income (Loss), Before Tax
Other operating expenses	3		6
Other Comprehensive Income (Loss), Tax (Expense) Credit
Reclassification from accumulated other comprehensive income, tax (expense) credit			(1)
Other Comprehensive Income (Loss), After Tax
Reclassification from accumulated other comprehensive income, after tax	$ 3		$ 5

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EARNINGS PER SHARE (Tables)

6 Months Ended

May 03, 2020

EARNINGS PER SHARE

Reconciliation of Basic and Diluted Net Income Per Share

A reconciliation of basic and diluted net income per share attributable to Deere & Company follows in millions, except per share amounts:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Net income attributable to Deere & Company	$	666	$	1,135	$	1,182	$	1,633
Average shares outstanding		313.2		317.9		313.3		318.1
Basic per share	$	2.13	$	3.57	$	3.77	$	5.13
Average shares outstanding		313.2		317.9		313.3		318.1
Effect of dilutive share-based compensation		3.0		4.3		3.4		4.3
Total potential shares outstanding		316.2		322.2		316.7		322.4
Diluted per share	$	2.11	$	3.52	$	3.73	$	5.07

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NEW ACCOUNTING STANDARDS (Tables)

6 Months Ended

May 03, 2020

NEW ACCOUNTING STANDARDS

Schedule of Affected Lines on the Consolidated Balance Sheet from Initially Applying the New Lease Guidance

In addition to the lease liabilities and right of use assets, land use rights were reclassified from “Other intangible assets - net” to “Other assets” and finance lease liabilities were reclassified from “Accounts payable and accrued expenses” to “Short-term borrowings” and “Long-term borrowings.” The effect of adopting the ASU on the consolidated balance sheet follows in millions of dollars:

	November 3, 2019		Cumulative Effect from Adoption		November 4, 2019
Assets
Other intangible assets - net	$	1,380	$	(23)	$	1,357
Other assets		1,899		402		2,301
Liabilities
Short-term borrowings	$	10,784	$	11	$	10,795
Accounts payable and accrued expenses		9,656		348		10,004
Long-term borrowings		30,229		20		30,249

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FINANCING RECEIVABLES

6 Months Ended

May 03, 2020

FINANCING RECEIVABLES

FINANCING RECEIVABLES

(11)  Financing Receivables

Past due balances of financing receivables still accruing finance income represent the total balance held (principal plus accrued interest) with any payment amounts 30 days or more past the contractual payment due date. Non-performing financing receivables represent loans for which the Company has ceased accruing finance income. The Company ceases accruing finance income when these receivables are generally 90 days delinquent. Generally, when receivables are 120 days delinquent the estimated uncollectible amount, after charging the dealer’s withholding account, if any, is written off to the allowance for credit losses. Finance income for non-performing receivables is recognized on a cash basis. Accrual of finance income is generally resumed when the receivable becomes contractually current and collections are reasonably assured.

Due to the significant, negative effects of COVID on dealers and retail customers, the Company provided short-term payment relief to dealers and retail customers on financing receivables, which includes retail notes, wholesale notes, revolving charge accounts, and sales-type and direct financing leases. The relief was provided in regional programs and case-by-case situations with customers that were generally current in their payment obligations. This relief generally included payment deferrals or reduced financing rates of three months or less. The balance of financing receivables granted relief was approximately 3 percent of the total financing receivable balance at May 3, 2020.

An age analysis of past due financing receivables that are still accruing interest and non-performing financing receivables in millions of dollars follows:

	May 3, 2020
					90 Days
	30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	188	$	94	$	2	$	284
Construction and forestry		116		49		18		183
Other:
Agriculture and turf		59		22		1		82
Construction and forestry		62		11				73
Total	$	425	$	176	$	21	$	622
							Total
	Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	284	$	291	$	18,308	$	18,883
Construction and forestry		183		144		3,409		3,736
Other:
Agriculture and turf		82		123		7,856		8,061
Construction and forestry		73		35		1,348		1,456
Total	$	622	$	593	$	30,921		32,136
Less allowance for credit losses								195
Total financing receivables – net							$	31,941

	November 3, 2019
					90 Days
	30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	138	$	73	$	1	$	212
Construction and forestry		79		29		4		112
Other:
Agriculture and turf		39		19		1		59
Construction and forestry		26		7				33
Total	$	282	$	128	$	6	$	416
							Total
	Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	212	$	268	$	18,931	$	19,411
Construction and forestry		112		127		3,450		3,689
Other:
Agriculture and turf		59		28		8,986		9,073
Construction and forestry		33		26		1,496		1,555
Total	$	416	$	449	$	32,863		33,728
Less allowance for credit losses								150
Total financing receivables – net							$	33,578

	April 28, 2019
					90 Days
	30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	139	$	73	$	1	$	213
Construction and forestry		90		40		1		131
Other:
Agriculture and turf		33		16				49
Construction and forestry		19		4				23
Total	$	281	$	133	$	2	$	416
							Total
	Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	213	$	293	$	17,644	$	18,150
Construction and forestry		131		124		3,120		3,375
Other:
Agriculture and turf		49		67		7,861		7,977
Construction and forestry		23		10		1,331		1,364
Total	$	416	$	494	$	29,956		30,866
Less allowance for credit losses								182
Total financing receivables – net							$	30,684

An analysis of the allowance for credit losses and investment in financing receivables in millions of dollars during the periods follows:

			Revolving
	Retail		Charge
	Notes		Accounts		Other		Total
Three Months Ended May 3, 2020
Allowance:
Beginning of period balance	$	88	$	40	$	29	$	157
Provision		58		20		7		85
Write-offs		(24)		(23)		(2)		(49)
Recoveries		3		6				9
Translation adjustments		(6)				(1)		(7)
End of period balance *	$	119	$	43	$	33	$	195
Six Months Ended May 3, 2020
Allowance:
Beginning of period balance	$	89	$	40	$	21	$	150
Provision		74		18		14		106
Write-offs		(41)		(29)		(4)		(74)
Recoveries		5		14		1		20
Translation adjustments		(8)				1		(7)
End of period balance *	$	119	$	43	$	33	$	195
Financing receivables:
End of period balance	$	22,619	$	3,454	$	6,063	$	32,136
Balance individually evaluated **	$	157			$	83	$	240

* Individual allowances were not significant.

** Remainder is collectively evaluated.

The negative economic effects related to COVID and other macroeconomic issues have significantly affected certain retail borrowers, particularly of construction equipment. As a result, the allowance for credit losses increased $38 million in the second quarter of 2020 reflecting estimated credit losses inherent in the financing receivables.

			Revolving
	Retail		Charge
	Notes		Accounts		Other		Total
Three Months Ended April 28, 2019
Allowance:
Beginning of period balance	$	111	$	43	$	23	$	177
Provision		9		17		3		29
Write-offs		(9)		(22)		(2)		(33)
Recoveries		6		5				11
Translation adjustments		(2)						(2)
End of period balance *	$	115	$	43	$	24	$	182
Six Months Ended April 28, 2019
Allowance:
Beginning of period balance	$	113	$	43	$	22	$	178
Provision		15		16		5		36
Write-offs		(20)		(26)		(3)		(49)
Recoveries		10		10				20
Translation adjustments		(3)						(3)
End of period balance *	$	115	$	43	$	24	$	182
Financing receivables:
End of period balance	$	21,525	$	3,299	$	6,042	$	30,866
Balance individually evaluated **	$	151	$	2	$	15	$	168

* Individual allowances were not significant.

** Remainder is collectively evaluated.

Financing receivables are considered impaired when it is probable the Company will be unable to collect all amounts due according to the contractual terms. Receivables reviewed for impairment generally include those that are either past due, or have provided bankruptcy notification, or require significant collection efforts. Receivables that are impaired are generally classified as non-performing.

An analysis of the impaired financing receivables in millions of dollars follows:

			Unpaid				Average
	Recorded		Principal		Specific		Recorded
	Investment		Balance		Allowance		Investment
May 3, 2020*
Receivables with specific allowance ***	$	106	$	104	$	23	$	113
Receivables without a specific allowance **		35		34				38
Total	$	141	$	138	$	23	$	151
Agriculture and turf	$	113	$	111	$	18	$	121
Construction and forestry	$	28	$	27	$	5	$	30
November 3, 2019*
Receivables with specific allowance **	$	40	$	39	$	13	$	40
Receivables without a specific allowance **		32		31				37
Total	$	72	$	70	$	13	$	77
Agriculture and turf	$	49	$	48	$	8	$	52
Construction and forestry	$	23	$	22	$	5	$	25
April 28, 2019*
Receivables with specific allowance **	$	35	$	34	$	14	$	36
Receivables without a specific allowance **		37		35				39
Total	$	72	$	69	$	14	$	75
Agriculture and turf	$	54	$	53	$	11	$	57
Construction and forestry	$	18	$	16	$	3	$	18

*  Finance income recognized was not material.

** Primarily retail notes.

***  Primarily retail notes and wholesale receivables.

A troubled debt restructuring is generally the modification of debt in which a creditor grants a concession it would not otherwise consider to a debtor that is experiencing financial difficulties. These modifications may include a reduction of the stated interest rate, an extension of the maturity dates, a reduction of the face amount or maturity amount of the debt, or a reduction of accrued interest. During the first six months of 2020, the Company identified 259 receivable contracts, primarily wholesale receivables in Argentina, as troubled debt restructurings with aggregate balances of $94 million pre-modification and $83 million post-modification. The short-term payment relief related to COVID, mentioned earlier, did not meet the definition of a troubled debt restructuring. During the first six months of 2019, there were 219 financing receivable contracts, primarily retail notes, identified as troubled debt restructurings with aggregate balances of $7 million pre-modification and $7 million post-modification. During these same periods, there were no significant troubled debt restructurings that subsequently defaulted and were written off. At May 3, 2020, the Company had commitments to lend approximately $13 million to borrowers whose accounts were modified in troubled debt restructurings.

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NEW ACCOUNTING STANDARDS

6 Months Ended

May 03, 2020

NEW ACCOUNTING STANDARDS

NEW ACCOUNTING STANDARDS

(3)     New Accounting Standards

New Accounting Standards Adopted

In the first quarter of 2020, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), which supersedes Accounting Standards Codification (ASC) 840, Leases. This ASU was adopted using a modified-retrospective approach. The ASU’s primary change is the requirement for lessee entities to recognize a lease liability for payments and a right of use asset during the term of operating lease arrangements. The ASU did not significantly change the lessee’s recognition, measurement, and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. The ASU adds new disclosures about the Company’s leasing activities. The Company elected the optional practical expedients to not reassess whether existing contracts contain leases, not reassess lease classification, and not reassess initial direct costs for existing leases. The Company did not elect the hindsight practical expedient. In addition, the Company elected to combine lease and non-lease components for all asset classes and to not recognize a right of use asset or lease liability for arrangements that qualify as short-term leases.

The operating lease liabilities are recorded in “Accounts payable and accrued expenses” and the operating lease right of use assets are recorded in “Other assets.” The finance lease liabilities are recorded in “Short-term borrowings” or “Long-term borrowings” based on the remaining lease term, and the finance lease right of use assets are recorded in “Property and equipment - net.” In addition to the lease liabilities and right of use assets, land use rights were reclassified from “Other intangible assets - net” to “Other assets” and finance lease liabilities were reclassified from “Accounts payable and accrued expenses” to “Short-term borrowings” and “Long-term borrowings.” The effect of adopting the ASU on the consolidated balance sheet follows in millions of dollars:

	November 3, 2019		Cumulative Effect from Adoption		November 4, 2019
Assets
Other intangible assets - net	$	1,380	$	(23)	$	1,357
Other assets		1,899		402		2,301
Liabilities
Short-term borrowings	$	10,784	$	11	$	10,795
Accounts payable and accrued expenses		9,656		348		10,004
Long-term borrowings		30,229		20		30,249

The Company implemented a new system for lessee accounting with new processes and controls at the time of adopting the ASU. The adoption did not have a material effect on the Company’s operating results or cash flows. See Note 15 for additional information.

The Company also adopted the following standards in the first quarter of 2020, none of which had a material effect on the Company’s consolidated financial statements:

Accounting Standards Updates

2017-08	Premium Amortization on Purchased Callable Debt Securities, which amends ASC 310-20, Receivables – Nonrefundable Fees and Other Costs
2018-07	Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation
2019-04	Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The adoption was for clarifications to ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities

In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which establishes ASC 848, Reference Rate Reform. Regulators in several countries are requiring initiatives to identify alternative reference rates to the London Interbank Offered Rates and other interbank rates. This regulatory requirement will likely result in contract revisions that will transition to alternative reference rates. This ASU provides optional, temporary guidance, simplifications, and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions resulting from the transition. The guidance in this ASU is elective and effective beginning in the second quarter of 2020 through December 31, 2022. The Company is evaluating the contracts that could be affected by an alternative reference rate and assessing the potential effects of the ASU on the consolidated financial statements.

New Accounting Standards to be Adopted

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which establishes ASC 326, Financial Instruments – Credit Losses. The ASU revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss to an expected loss methodology. The ASU affects receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The effective date will be the first quarter of fiscal year 2021. The ASU will be adopted using a modified-retrospective approach. The Company is developing models to estimate expected credit losses, assessing appropriate assumptions, designing new procedures and controls, and evaluating the potential effects on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which amends ASC 350-40, Intangibles – Goodwill and Other – Internal-Use Software. This ASU requires customers in a hosting arrangement that is a service contract to evaluate the implementation costs of the hosting arrangement using the guidance to develop internal-use software. The project development stage determines the implementation costs that are capitalized or expensed. Capitalized implementation costs are amortized over the term of the service arrangement and are presented in the same income statement line item as the service contract costs. The effective date will be the first quarter of fiscal year 2021, with early adoption permitted. The Company will adopt the ASU on a prospective basis. The Company is evaluating the potential effects on the Company’s consolidated financial statements.

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The effective dates for the separate portions of the ASU and the expected effect on the consolidated financial statements are as follows for the portions that have not yet been adopted: (1) clarifications to ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, is the first quarter of fiscal year 2021, which is under evaluation, and (2) clarifications to ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities is the first quarter of fiscal year 2021, which will not have a material effect on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which amends ASC 740, Income Taxes. This ASU simplifies the accounting for income taxes by modifying the treatment of intraperiod tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, the ASU also provides guidance for the accounting of a franchise tax that is partially based on income, requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date, and clarifies the tax accounting of a step up in tax basis of goodwill. The effective date will be the first quarter of fiscal year 2022, with early adoption permitted. The guidance related to the foreign equity method investments, foreign subsidiaries, and franchise taxes will be adopted using a modified-retrospective approach. The remaining provisions will be adopted prospectively. The adoption is not expected to have a material effect on the Company’s consolidated financial statements.

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EARNINGS PER SHARE

6 Months Ended

May 03, 2020

EARNINGS PER SHARE

EARNINGS PER SHARE

(7)  Earnings Per Share

A reconciliation of basic and diluted net income per share attributable to Deere & Company follows in millions, except per share amounts:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Net income attributable to Deere & Company	$	666	$	1,135	$	1,182	$	1,633
Average shares outstanding		313.2		317.9		313.3		318.1
Basic per share	$	2.13	$	3.57	$	3.77	$	5.13
Average shares outstanding		313.2		317.9		313.3		318.1
Effect of dilutive share-based compensation		3.0		4.3		3.4		4.3
Total potential shares outstanding		316.2		322.2		316.7		322.4
Diluted per share	$	2.11	$	3.52	$	3.73	$	5.07

During the second quarter and first six months of 2020, 1.0 million shares and .6 million shares, respectively, were excluded from the computation because the incremental shares would have been antidilutive. During the second quarter and first six months of 2019, .6 million shares and .6 million shares, respectively, were excluded from the above per share computation.

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LEASES - Lease Right of Use Assets and Liabilities - (Details) $ in Millions	May 03, 2020 USD ($)
Lessee
Operating leases - Other assets	$ 341
Operating lease, right-of-use asset, Condensed Consolidated Balance Sheet location	us-gaap:OtherAssets
Operating leases - Accounts payable and accrued expenses	$ 319
Operating lease, liability, Condensed Consolidated Balance Sheet location	us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent
Finance leases - Property and equipment - net	$ 43
Finance lease, right-of-use asset, Condensed Consolidated Balance Sheet location	us-gaap:PropertyPlantAndEquipmentNet
Finance leases - Short-term borrowings	$ 13
Finance lease, liability, short-term, Condensed Consolidated Balance Sheet location	de:ShortTermBorrowingsIncludingLongTermDebtCurrent
Finance leases - Long-term borrowings	$ 26
Finance lease, liability, long-term, Condensed Consolidated Balance Sheet location	us-gaap:LongTermDebtNoncurrent
Total finance lease liabilities	$ 39

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LEASES - Cost of Equipment on Operating Leases (Details) - USD ($) $ in Millions	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
Cost of Equipment on Operating Leases
Equipment on operating leases - gross	$ 9,177	$ 9,422
Less accumulated depreciation	1,932	1,855
Equipment on operating leases - net	7,245	7,567	$ 7,040
Operating lease residual value	5,181	5,259
Operating lease residual value guarantees	633	647
Agriculture and Turf
Cost of Equipment on Operating Leases
Equipment on operating leases - gross	7,080	7,257
Construction and Forestry
Cost of Equipment on Operating Leases
Equipment on operating leases - gross	$ 2,097	$ 2,165

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LEASES - Lease Revenues (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	May 03, 2020	May 03, 2020
Lessor
Sales-type and direct finance lease revenues	$ 32	$ 68
Operating lease revenues	369	743
Variable lease revenues	6	11
Total lease revenues	$ 407	$ 822

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GOODWILL AND OTHER INTANGIBLE ASSETS-NET - Intangible Assets (Details) - USD ($) $ in Millions	May 03, 2020	Nov. 04, 2019	Nov. 03, 2019	Apr. 28, 2019
Amortized intangible assets:
Total at cost	$ 1,515		$ 1,539	$ 1,587
Less accumulated amortization	327		282	234
Total amortized intangible assets - net	1,188		1,257	1,353
Unamortized intangible assets:
Other intangible assets - net	1,311	$ 1,357	1,380	1,476
Customer Lists and Relationships
Amortized intangible assets:
Total at cost	509		511	528
Less accumulated amortization	93		77	62
Technology, Patents, Trademarks and Other
Amortized intangible assets:
Total at cost	1,006		1,028	1,059
Less accumulated amortization	234		205	172
In-process Research and Development
Unamortized intangible assets:
Unamortized intangible assets	$ 123		$ 123	$ 123

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FAIR VALUE MEASUREMENTS - Financial Instruments (Details) - USD ($) $ in Millions	May 03, 2020	Nov. 04, 2019	Nov. 03, 2019	Apr. 28, 2019
Fair Values of Financial Instruments
Financing receivables - net	$ 27,256		$ 29,195	$ 25,870
Financing receivables securitized - net	4,685		4,383	4,814
Short-term securitization borrowings	4,640		4,321	4,702
Long-term borrowings	34,324	$ 30,249	30,229	28,255
Level 2
Fair Values of Financial Instruments
Long-term borrowings due within one year	7,086		7,433	6,292
Long-term borrowings	35,729		31,260	28,915
Level 3
Fair Values of Financial Instruments
Financing receivables - net	27,428		29,167	25,792
Financing receivables securitized - net	4,757		4,405	4,783
Level 2 and Level 3
Fair Values of Financial Instruments
Short-term securitization borrowings	4,669		4,347	4,711
Carrying Value
Fair Values of Financial Instruments
Financing receivables - net	27,256		29,195	25,870
Financing receivables securitized - net	4,685		4,383	4,814
Short-term securitization borrowings	4,640		4,321	4,702
Long-term borrowings due within one year	7,067		7,428	6,303
Long-term borrowings	34,298		30,229	28,255
Equipment Operations
Fair Values of Financial Instruments
Financing receivables - net	118		65	101
Financing receivables securitized - net	37		44	59
Short-term securitization borrowings	37		44	58
Long-term borrowings	9,947		5,415	4,679
Equipment Operations | Level 2
Fair Values of Financial Instruments
Long-term borrowings due within one year	477		645	987
Long-term borrowings	11,192		6,138	5,110
Equipment Operations | Level 3
Fair Values of Financial Instruments
Financing receivables - net	111		61	95
Financing receivables securitized - net	35		43	57
Short-term securitization borrowings	37		45	58
Equipment Operations | Carrying Value
Fair Values of Financial Instruments
Financing receivables - net	118		65	102
Financing receivables securitized - net	37		44	59
Short-term securitization borrowings	37		44	58
Long-term borrowings due within one year	480		642	982
Long-term borrowings	9,921		5,415	4,679
Financial Services
Fair Values of Financial Instruments
Financing receivables - net	27,138		29,130	25,769
Financing receivables securitized - net	4,648		4,339	4,755
Short-term securitization borrowings	4,603		4,277	4,644
Long-term borrowings	24,377		24,814	23,576
Financial Services | Level 2
Fair Values of Financial Instruments
Short-term securitization borrowings	4,632		4,302	4,653
Long-term borrowings due within one year	6,609		6,788	5,305
Long-term borrowings	24,537		25,122	23,805
Financial Services | Level 3
Fair Values of Financial Instruments
Financing receivables - net	27,317		29,106	25,697
Financing receivables securitized - net	4,722		4,362	4,726
Financial Services | Carrying Value
Fair Values of Financial Instruments
Financing receivables - net	27,138		29,130	25,768
Financing receivables securitized - net	4,648		4,339	4,755
Short-term securitization borrowings	4,603		4,277	4,644
Long-term borrowings due within one year	6,587		6,786	5,321
Long-term borrowings	$ 24,377		$ 24,814	$ 23,576

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LEASES - Cash Flows (Details) $ in Millions	6 Months Ended
	May 03, 2020 USD ($)
Cash Paid Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from operating leases	$ 64
Operating cash flows from finance leases	1
Financing cash flows from finance leases	9
Right of Use Assets Obtained in Exchange for Lease Liabilities
Operating leases	10
Finance leases	$ 18

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REVENUE RECOGNITION - Primary Geograhical Market, Major Product Lines, and Timing (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Revenue Recognition
Net sales and revenues	$ 9,253	$ 11,342	$ 16,884	$ 19,326
Revenue recognized at a point in time
Revenue Recognition
Net sales and revenues	8,329	10,379	14,974	17,447
Revenue recognized over time
Revenue Recognition
Net sales and revenues	924	963	1,910	1,879
Large Agriculture
Revenue Recognition
Net sales	3,075	3,494	5,214	5,661
Small Agriculture
Revenue Recognition
Net sales	1,976	2,632	3,741	4,441
Turf
Revenue Recognition
Net sales	806	989	1,274	1,495
Construction
Revenue Recognition
Net sales	877	1,478	1,718	2,487
Compact Construction
Revenue Recognition
Net sales	339	320	627	584
Roadbuilding
Revenue Recognition
Net sales	723	814	1,328	1,412
Forestry
Revenue Recognition
Net sales	254	338	528	690
Financial Products
Revenue Recognition
Net sales and revenues	902	917	1,867	1,798
Other
Revenue Recognition
Net sales and revenues	301	360	587	758
United States
Revenue Recognition
Net sales and revenues	5,248	6,254	9,411	10,620
Canada
Revenue Recognition
Net sales and revenues	583	731	1,049	1,308
Western Europe
Revenue Recognition
Net sales and revenues	1,491	1,760	2,630	2,965
Central Europe and CIS
Revenue Recognition
Net sales and revenues	486	557	875	885
Latin America
Revenue Recognition
Net sales and revenues	653	1,035	1,333	1,797
Asia, Africa, Australia, New Zealand, and Middle East
Revenue Recognition
Net sales and revenues	792	1,005	1,586	1,751
Agriculture and Turf
Revenue Recognition
Net sales and revenues	6,065	7,397	10,660	12,194
Agriculture and Turf | Revenue recognized at a point in time
Revenue Recognition
Net sales and revenues	6,016	7,345	10,556	12,100
Agriculture and Turf | Revenue recognized over time
Revenue Recognition
Net sales and revenues	49	52	104	94
Agriculture and Turf | Large Agriculture
Revenue Recognition
Net sales	3,075	3,494	5,214	5,661
Agriculture and Turf | Small Agriculture
Revenue Recognition
Net sales	1,976	2,632	3,741	4,441
Agriculture and Turf | Turf
Revenue Recognition
Net sales	806	989	1,274	1,495
Agriculture and Turf | Financial Products
Revenue Recognition
Net sales and revenues	21	25	48	44
Agriculture and Turf | Other
Revenue Recognition
Net sales and revenues	187	257	383	553
Agriculture and Turf | United States
Revenue Recognition
Net sales and revenues	3,381	3,912	5,881	6,540
Agriculture and Turf | Canada
Revenue Recognition
Net sales and revenues	266	313	404	485
Agriculture and Turf | Western Europe
Revenue Recognition
Net sales and revenues	1,111	1,360	1,889	2,208
Agriculture and Turf | Central Europe and CIS
Revenue Recognition
Net sales and revenues	338	393	558	541
Agriculture and Turf | Latin America
Revenue Recognition
Net sales and revenues	458	772	913	1,320
Agriculture and Turf | Asia, Africa, Australia, New Zealand, and Middle East
Revenue Recognition
Net sales and revenues	511	647	1,015	1,100
Construction and Forestry
Revenue Recognition
Net sales and revenues	2,313	3,059	4,418	5,391
Construction and Forestry | Revenue recognized at a point in time
Revenue Recognition
Net sales and revenues	2,287	3,034	4,366	5,347
Construction and Forestry | Revenue recognized over time
Revenue Recognition
Net sales and revenues	26	25	52	44
Construction and Forestry | Construction
Revenue Recognition
Net sales	877	1,478	1,718	2,487
Construction and Forestry | Compact Construction
Revenue Recognition
Net sales	339	320	627	584
Construction and Forestry | Roadbuilding
Revenue Recognition
Net sales	723	814	1,328	1,412
Construction and Forestry | Forestry
Revenue Recognition
Net sales	254	338	528	690
Construction and Forestry | Financial Products
Revenue Recognition
Net sales and revenues	6	6	13	13
Construction and Forestry | Other
Revenue Recognition
Net sales and revenues	114	103	204	205
Construction and Forestry | United States
Revenue Recognition
Net sales and revenues	1,263	1,738	2,283	2,901
Construction and Forestry | Canada
Revenue Recognition
Net sales and revenues	166	265	338	513
Construction and Forestry | Western Europe
Revenue Recognition
Net sales and revenues	358	379	697	716
Construction and Forestry | Central Europe and CIS
Revenue Recognition
Net sales and revenues	140	155	299	326
Construction and Forestry | Latin America
Revenue Recognition
Net sales and revenues	135	194	294	344
Construction and Forestry | Asia, Africa, Australia, New Zealand, and Middle East
Revenue Recognition
Net sales and revenues	251	328	507	591
Financial Services
Revenue Recognition
Net sales and revenues	875	886	1,806	1,741
Financial Services | Revenue recognized at a point in time
Revenue Recognition
Net sales and revenues	26		52
Financial Services | Revenue recognized over time
Revenue Recognition
Net sales and revenues	849	886	1,754	1,741
Financial Services | Financial Products
Revenue Recognition
Net sales and revenues	875	886	1,806	1,741
Financial Services | United States
Revenue Recognition
Net sales and revenues	604	604	1,247	1,179
Financial Services | Canada
Revenue Recognition
Net sales and revenues	151	153	307	310
Financial Services | Western Europe
Revenue Recognition
Net sales and revenues	22	21	44	41
Financial Services | Central Europe and CIS
Revenue Recognition
Net sales and revenues	8	9	18	18
Financial Services | Latin America
Revenue Recognition
Net sales and revenues	60	69	126	133
Financial Services | Asia, Africa, Australia, New Zealand, and Middle East
Revenue Recognition
Net sales and revenues	$ 30	$ 30	$ 64	$ 60

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OTHER COMPREHENSIVE INCOME ITEMS - After-Tax Changes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Accumulated other comprehensive income (loss)
Balance			$ 11,413
Net current period other comprehensive income (loss)	$ (386)	$ (32)	(108)	$ (175)
Balance	11,864	11,919	11,864	11,919
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss)
Balance			(5,607)	(4,427)
ASU No. 2016-01 adoption		(8)		(8)
Other comprehensive income (loss) items before reclassification			(214)	(207)
Amounts reclassified from accumulated other comprehensive income			106	32
Net current period other comprehensive income (loss)	(386)	(32)	(108)	(175)
Balance	(5,715)	(4,610)	(5,715)	(4,610)
Retirement Benefits Adjustment
Accumulated other comprehensive income (loss)
Balance			(3,915)	(3,237)
Other comprehensive income (loss) items before reclassification			186	32
Amounts reclassified from accumulated other comprehensive income			101	36
Net current period other comprehensive income (loss)			287	68
Balance	(3,628)	(3,169)	(3,628)	(3,169)
Cumulative Translation Adjustment
Accumulated other comprehensive income (loss)
Balance			(1,651)	(1,203)
Other comprehensive income (loss) items before reclassification			(398)	(244)
Net current period other comprehensive income (loss)			(398)	(244)
Balance	(2,049)	(1,447)	(2,049)	(1,447)
Unrealized Gain (Loss) on Derivatives
Accumulated other comprehensive income (loss)
Balance			(60)	15
Other comprehensive income (loss) items before reclassification			(13)	(11)
Amounts reclassified from accumulated other comprehensive income			5	(4)
Net current period other comprehensive income (loss)			(8)	(15)
Balance	(68)		(68)
Unrealized Gain (Loss) on Debt Securities
Accumulated other comprehensive income (loss)
Balance			19
ASU No. 2016-01 adoption		(8)		(8)
Other comprehensive income (loss) items before reclassification			11	16
Net current period other comprehensive income (loss)			11	16
Balance	$ 30	$ 6	$ 30	6
Unrealized Gain (Loss) on Investments
Accumulated other comprehensive income (loss)
Balance				$ (2)

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REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	May 03, 2020	May 03, 2020
Redeemable Noncontrolling Interest
Noncontrolling interest redemption	$ 14	$ 14
Agriculture and Turf
Redeemable Noncontrolling Interest
Noncontrolling interest redemption (as a percent)	20.00%
Noncontrolling interest redemption	$ 14
Noncontrolling interest redemption gain or loss	$ 0

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SECURITIZATION OF FINANCING RECEIVABLES (Details) - USD ($) $ in Millions	6 Months Ended
	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
Securitization Transactions
Unconsolidated conduits, carrying value of liabilities	$ 1,154
Unconsolidated conduits, maximum exposure to loss	1,221
Short-term securitization borrowings	4,640	$ 4,321	$ 4,702
Accrued interest on borrowings - securitization transactions	6	6	4
Total liabilities related to restricted securitized assets - securitization transactions	$ 4,646	4,327	4,706
Maximum remaining term of all restricted securitized retail notes	7 years
Securitized
Securitization Transactions
Financing receivables securitized (retail notes)	$ 4,703	4,395	4,826
Allowance for credit losses - securitization transactions	(18)	(12)	(12)
Other assets - securitization transactions	95	82	105
Total restricted securitized assets - securitization transactions	4,780	4,465	4,919
VIE-Primary Beneficiary
Securitization Transactions
Total restricted securitized assets - securitization transactions	3,017	2,895	2,771
Total liabilities related to restricted securitized assets - securitization transactions	2,977	2,847	2,693
Non-VIE Banking Operation
Securitization Transactions
Total restricted securitized assets - securitization transactions	542	491	671
Total liabilities related to restricted securitized assets - securitization transactions	515	465	631
VIE-Not Primary Beneficiary
Securitization Transactions
Unconsolidated conduits, maximum exposure to loss	13	22	22
Total Assets	37,000
Total restricted securitized assets - securitization transactions	1,221	1,079	1,477
Total liabilities related to restricted securitized assets - securitization transactions	$ 1,154	$ 1,015	$ 1,382

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DERIVATIVE INSTRUMENTS - Gains (Losses) on Statement of Consolidated Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
Classification and gains (losses) including accrued interest expense related to derivative instruments
Not designated as hedges, gains (losses)	$ 237	$ 75	$ 245	$ 72
Interest Rate Contracts
Classification and gains (losses) including accrued interest expense related to derivative instruments
Cash flow hedges, recognized in OCI	(15)	(6)	(17)	(14)
Interest Rate Contracts | Net Sales
Classification and gains (losses) including accrued interest expense related to derivative instruments
Not designated as hedges, gains (losses)	(20)	(7)	(24)	(17)
Interest Rate Contracts | Interest Expense
Classification and gains (losses) including accrued interest expense related to derivative instruments
Fair value hedges, gains (losses)	415	141	511	274
Cash flow hedges, reclassified from OCI	(4)	3	(6)	5
Not designated as hedges, gains (losses)	1	(10)	3	(18)
Foreign Exchange Contracts | Cost of Sales
Classification and gains (losses) including accrued interest expense related to derivative instruments
Not designated as hedges, gains (losses)	81	12	92	7
Foreign Exchange Contracts | Other Operating Expense
Classification and gains (losses) including accrued interest expense related to derivative instruments
Not designated as hedges, gains (losses)	$ 175	$ 80	$ 174	$ 100

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019
EARNINGS PER SHARE
Net income attributable to Deere & Company	$ 666	$ 1,135	$ 1,182	$ 1,633
Average shares outstanding	313.2	317.9	313.3	318.1
Basic (in dollars per share)	$ 2.13	$ 3.57	$ 3.77	$ 5.13
Diluted Earnings Per Share
Average shares outstanding	313.2	317.9	313.3	318.1
Effect of dilutive share-based compensation (in shares)	3.0	4.3	3.4	4.3
Total potential shares outstanding	316.2	322.2	316.7	322.4
Diluted (in dollars per share)	$ 2.11	$ 3.52	$ 3.73	$ 5.07
Antidilutive incremental shares excluded from computation of earnings per share	1.0	0.6	0.6	0.6

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FAIR VALUE MEASUREMENTS - Assets and Liaibilities - Recurring (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 03, 2020	Apr. 28, 2019	May 03, 2020	Apr. 28, 2019	Nov. 03, 2019
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	$ 626	$ 545	$ 626	$ 545	$ 581
Derivative assets	951	240	951	240	384
Derivative liabilities	199	215	199	215	139
Other Assets
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative assets	951	240	951	240	384
Accounts Payable and Accrued Expenses
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative liabilities	199	215	199	215	139
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 1
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	114	102	114	102	109
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 1 | Equity Securities
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Unrealized gain (loss) on equity securities	(8)	5	(2)	5
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 1 | International Equity Securities
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	2		2
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 1 | Equity Fund
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	62	58	62	58	59
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 1 | U.S. Government Debt Securities
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	50	44	50	44	50
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	511	439	511	439	471
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Other Assets
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative assets	951	240	951	240	384
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Accounts Payable and Accrued Expenses
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative liabilities	199	215	199	215	139
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Interest Rate Contracts | Other Assets
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative assets	842	139	842	139	363
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Interest Rate Contracts | Accounts Payable and Accrued Expenses
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative liabilities	131	165	131	165	65
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Foreign Exchange Contracts | Other Assets
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative assets	92	99	92	99	20
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Foreign Exchange Contracts | Accounts Payable and Accrued Expenses
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative liabilities	68	48	68	48	71
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Cross-Currency Interest Rate Contracts | Other Assets
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative assets	17	2	17	2	1
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Cross-Currency Interest Rate Contracts | Accounts Payable and Accrued Expenses
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Derivative liabilities		2		2	3
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | U.S. Government Debt Securities
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	104	73	104	73	81
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Municipal Debt Securities
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	63	55	63	55	60
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Corporate Debt Securities
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	177	148	177	148	165
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | International Debt Securities
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	2	9	2	9	5
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 2 | Mortgage-backed Securities
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	165	154	165	154	160
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Level 3 | International Debt Securities
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	$ 1	$ 4	$ 1	$ 4	$ 1

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DERIVATIVE INSTRUMENTS - Cash Flow Hedges (Details) - USD ($) $ in Millions	6 Months Ended
	May 03, 2020	Nov. 03, 2019	Apr. 28, 2019
Cash Flow Hedges
Cash flow hedge loss recorded in OCI to be reclassified within twelve months	$ (17)
Gains or losses reclassified from OCI to earnings	0
Interest Rate Contracts | Cash Flow Hedges Member | Designated as Hedging Instruments
Cash Flow Hedges
Notional amount of cash flow hedge derivatives	$ 2,450	$ 3,150	$ 2,800

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FINANCING RECEIVABLES - Past Due Age Analysis (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	May 03, 2020	May 03, 2020	Feb. 02, 2020	Nov. 03, 2019	Apr. 28, 2019	Jan. 27, 2019	Oct. 28, 2018
Financing Receivable, Past Due
Minimum number of days for a financing receivable to be considered past due		30 days
Generally the number of days for a financing receivable to be considered non-performing		90 days
Generally the number of days before a receivable is delinquent and the estimated uncollectible amount is written off		120 days
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	$ 622	$ 622		$ 416	$ 416
Total Non-Performing	593	593		449	494
Current	30,921	30,921		32,863	29,956
Total Financing Receivables	32,136	32,136		33,728	30,866
Less allowance for credit losses	195	195	$ 157	150	182	$ 177	$ 178
Total financing receivables - net	$ 31,941	$ 31,941		33,578	30,684
COVID
Financing Receivable, Past Due
Financing receivables granted relief (as a percent)	3.00%	3.00%
COVID | Maximum
Financing Receivable, Past Due
Payment deferral period	3 months
30-59 Days Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	$ 425	$ 425		282	281
60-89 Days Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	176	176		128	133
90 Days or Greater Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	21	21		6	2
Retail Notes
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Financing Receivables	22,619	22,619			21,525
Less allowance for credit losses	119	119	$ 88	89	115	$ 111	$ 113
Retail Notes | Agriculture and Turf
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	284	284		212	213
Total Non-Performing	291	291		268	293
Current	18,308	18,308		18,931	17,644
Total Financing Receivables	18,883	18,883		19,411	18,150
Retail Notes | Agriculture and Turf | 30-59 Days Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	188	188		138	139
Retail Notes | Agriculture and Turf | 60-89 Days Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	94	94		73	73
Retail Notes | Agriculture and Turf | 90 Days or Greater Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	2	2		1	1
Retail Notes | Construction and Forestry
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	183	183		112	131
Total Non-Performing	144	144		127	124
Current	3,409	3,409		3,450	3,120
Total Financing Receivables	3,736	3,736		3,689	3,375
Retail Notes | Construction and Forestry | 30-59 Days Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	116	116		79	90
Retail Notes | Construction and Forestry | 60-89 Days Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	49	49		29	40
Retail Notes | Construction and Forestry | 90 Days or Greater Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	18	18		4	1
Other Financing Receivables | Agriculture and Turf
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	82	82		59	49
Total Non-Performing	123	123		28	67
Current	7,856	7,856		8,986	7,861
Total Financing Receivables	8,061	8,061		9,073	7,977
Other Financing Receivables | Agriculture and Turf | 30-59 Days Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	59	59		39	33
Other Financing Receivables | Agriculture and Turf | 60-89 Days Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	22	22		19	16
Other Financing Receivables | Agriculture and Turf | 90 Days or Greater Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	1	1		1
Other Financing Receivables | Construction and Forestry
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	73	73		33	23
Total Non-Performing	35	35		26	10
Current	1,348	1,348		1,496	1,331
Total Financing Receivables	1,456	1,456		1,555	1,364
Other Financing Receivables | Construction and Forestry | 30-59 Days Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	62	62		26	19
Other Financing Receivables | Construction and Forestry | 60-89 Days Past Due
Age Analysis of Past Due Financing Receivables Still Accruing Interest and Non-Performing Financing Receivables
Total Past Due	$ 11	$ 11		$ 7	$ 4

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CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions	May 03, 2020	Feb. 02, 2020	Nov. 04, 2019	Nov. 03, 2019	Apr. 28, 2019	Jan. 27, 2019	Oct. 28, 2018
ASSETS
Cash and cash equivalents	$ 8,900			$ 3,857	$ 3,484
Marketable securities	626			581	545
Receivables from unconsolidated affiliates	32			46	34
Trade accounts and notes receivable - net	5,986			5,230	7,519
Financing receivables - net	27,256			29,195	25,870
Financing receivables securitized - net	4,685			4,383	4,814
Other receivables	1,212			1,487	1,477
Equipment on operating leases - net	7,245			7,567	7,040
Inventories	6,171			5,975	7,161
Property and equipment - net	5,685			5,973	5,757
Investments in unconsolidated affiliates	192			215	235
Goodwill	2,917			2,917	3,025		$ 3,101
Other intangible assets - net	1,311		$ 1,357	1,380	1,476
Retirement benefits	960			840	1,383
Deferred income taxes	1,435			1,466	1,039
Other assets	2,713		2,301	1,899	1,871
Total Assets	77,326			73,011	72,730
LIABILITIES
Short-term borrowings	11,179		10,795	10,784	11,762
Short-term securitization borrowings	4,640			4,321	4,702
Payables to unconsolidated affiliates	91			142	200
Accounts payable and accrued expenses	9,072		10,004	9,656	9,626
Deferred income taxes	475			495	514
Long-term borrowings	34,324		$ 30,249	30,229	28,255
Retirement benefits and other liabilities	5,680			5,953	5,733
Total liabilities	65,461			61,580	60,792
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest (Note 22)				14	14
STOCKHOLDERS' EQUITY
Common stock, $1 par value (issued shares at May 3, 2020 - 536,431,204)	4,713			4,642	4,559
Common stock in treasury	(17,690)			(17,474)	(16,739)
Retained earnings	30,556			29,852	28,709
Accumulated other comprehensive income (loss)	(5,715)			(5,607)	(4,610)
Total Deere & Company stockholders' equity	11,864			11,413	11,919
Noncontrolling interests	1			4	5
Total stockholders' equity	11,865	$ 11,930		11,417	11,924	$ 11,333	$ 11,291
Total Liabilities and Stockholders' Equity	$ 77,326			$ 73,011	$ 72,730

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DERIVATIVE INSTRUMENTS (Tables)

6 Months Ended

May 03, 2020

DERIVATIVE INSTRUMENTS

Amounts Recorded in the Balance Sheet Related to Borrowings Designated in Fair Value Hedging Relationships

The amounts recorded in the consolidated balance sheet related to borrowings designated in fair value hedging relationships in millions of dollars follow:

			Cumulative Increase (Decrease) of Fair
			Value Hedging Adjustments Included in
			the Carrying Amount
	Carrying		Active
	Amount of		Hedging		Discontinued
	Hedged Item		Relationships		Relationships		Total
May 3, 2020
Long-term borrowings due within one year*	$	214			$	(2)	$	(2)
Long-term borrowings		9,496	$	726		36		762
November 3, 2019
Long-term borrowings due within one year*	$	412	$	(1)	$	(4)	$	(5)
Long-term borrowings		8,532		295		(32)		263
April 28, 2019
Long-term borrowings due within one year*	$	190	$	1	$	(4)	$	(3)
Long-term borrowings		9,169		(31)		(38)		(69)

* Presented in short-term borrowings

Fair Value of Derivative Instruments in Consolidated Balance Sheet

Fair values of derivative instruments in the condensed consolidated balance sheet in millions of dollars follow:

	May 3		November 3		April 28
Other Assets	2020		2019		2019
Designated as hedging instruments:
Interest rate contracts	$	758	$	332	$	105
Total designated		758		332		105
Not designated as hedging instruments:
Interest rate contracts		84		31		34
Foreign exchange contracts		92		20		99
Cross-currency interest rate contracts		17		1		2
Total not designated		193		52		135
Total derivative assets	$	951	$	384	$	240
Accounts Payable and Accrued Expenses
Designated as hedging instruments:
Interest rate contracts	$	30	$	28	$	125
Total designated		30		28		125
Not designated as hedging instruments:
Interest rate contracts		101		37		40
Foreign exchange contracts		68		71		48
Cross-currency interest rate contracts				3		2
Total not designated		169		111		90
Total derivative liabilities	$	199	$	139	$	215

Gains (Losses) Related to Derivative Instruments on Statement of Consolidated Income

The classification and gains (losses) including accrued interest expense related to derivative instruments on the statement of consolidated income consisted of the following in millions of dollars:

	Three Months Ended				Six Months Ended
	May 3		April 28		May 3		April 28
	2020		2019		2020		2019
Fair Value Hedges:
Interest rate contracts - Interest expense	$	415	$	141	$	511	$	274
Cash Flow Hedges:
Recognized in OCI
Interest rate contracts - OCI (pretax)		(15)		(6)		(17)		(14)
Reclassified from OCI
Interest rate contracts - Interest expense		(4)		3		(6)		5
Not Designated as Hedges:
Interest rate contracts - Net sales	$	(20)	$	(7)	$	(24)	$	(17)
Interest rate contracts - Interest expense *		1		(10)		3		(18)
Foreign exchange contracts - Cost of sales		81		12		92		7
Foreign exchange contracts - Other operating *		175		80		174		100
Total not designated	$	237	$	75	$	245	$	72

* Includes interest and foreign exchange gains (losses) from cross-currency interest rate contracts.

Impact on Derivative Assets and Liabilities Related to Netting Arrangements and Collateral

Derivatives are recorded without offsetting for netting arrangements or collateral. The impact on the derivative assets and liabilities related to netting arrangements and any collateral received or paid in millions of dollars follows:

	Gross Amounts		Netting		Collateral
May 3, 2020	Recognized		Arrangements		Received		Net Amount
Assets	$	951	$	(125)	$	(319)	$	507
Liabilities		199		(125)				74

	Gross Amounts		Netting		Collateral
November 3, 2019	Recognized		Arrangements		Received/Paid	Net Amount
Assets	$	384	$	(70)		$	314
Liabilities		139		(70)			69

	Gross Amounts		Netting		Collateral
April 28, 2019	Recognized		Arrangements		Received		Net Amount
Assets	$	240	$	(99)	$	(1)	$	140
Liabilities		215		(99)				116

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ORGANIZATION AND CONSOLIDATION

6 Months Ended

May 03, 2020

ORGANIZATION AND CONSOLIDATION

ORGANIZATION AND CONSOLIDATION

(1)  Organization and Consolidation

The information in the notes and related commentary are presented in a format which includes data grouped as follows:

Equipment Operations – Includes the Company’s agriculture and turf operations and construction and forestry operations with financial services reflected on the equity basis.

Financial Services – Includes primarily the Company’s financing operations.

Consolidated – Represents the consolidation of the equipment operations and financial services. References to “Deere & Company” or “the Company” refer to the entire enterprise.

The Company uses a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The second quarter ends for fiscal year 2020 and 2019 were May 3, 2020 and April 28, 2019, respectively. Both periods contained 13 weeks.

Variable Interest Entities

The Company consolidates certain Variable Interest Entities (VIEs) related to retail note securitizations (see Note 12).

The Company also has an interest in a joint venture that manufactures construction equipment in Brazil for local and overseas markets. The joint venture is a VIE; however, the Company is not the primary beneficiary. Therefore, the entity’s financial results are not fully consolidated in the Company’s consolidated financial statements, but are included on the equity basis. The maximum exposure to loss was $13 million, $22 million, and $22 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

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GOODWILL AND OTHER INTANGIBLE ASSETS-NET (Tables)

6 Months Ended

May 03, 2020

GOODWILL AND OTHER INTANGIBLE ASSETS-NET

Changes in Goodwill by Operating Segments

The changes in amounts of goodwill by operating segments were as follows in millions of dollars:

	Agriculture		Construction
	and Turf		and Forestry		Total
Goodwill at October 28, 2018	$	583	$	2,518	$	3,101
Translation adjustments and other		(2)		(74)		(76)
Goodwill at April 28, 2019	$	581	$	2,444	$	3,025
Goodwill at November 3, 2019	$	574	$	2,343	$	2,917
Translation adjustments and other		(9)		9
Goodwill at May 3, 2020	$	565	$	2,352	$	2,917

There were no accumulated impairment losses in the reported periods.

Components of Other Intangible Assets

The components of other intangible assets were as follows in millions of dollars:

	May 3		November 3		April 28
	2020		2019		2019
Amortized intangible assets:
Customer lists and relationships	$	509	$	511	$	528
Technology, patents, trademarks, and other		1,006		1,028		1,059
Total at cost		1,515		1,539		1,587
Less accumulated amortization *		327		282		234
Total		1,188		1,257		1,353
Unamortized intangible assets:
In-process research and development		123		123		123
Other intangible assets – net	$	1,311	$	1,380	$	1,476

*   Accumulated amortization at May 3, 2020, November 3, 2019, and April 28, 2019 for customer lists and relationships totaled $93 million, $77 million, and $62 million and technology, patents, trademarks, and other totaled $234 million, $205 million, and $172 million, respectively.

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LEASES

6 Months Ended

May 03, 2020

LEASES

LEASES

(15)  Leases

The Company is both a lessee and a lessor. The Company leases for its own use, under leases with expected use periods generally ranging from less than one year to 20 years, primarily warehouse facilities, office space, production equipment, information technology equipment, and vehicles. The Company’s financial services segment leases to users equipment produced or sold by the Company. These leases are usually written for periods of less than one year to seven years.

The Company determines if an arrangement is or contains a lease at the contract inception.

Lessee

The Company recognizes on the balance sheet a lease liability and a right of use asset for leases with a term greater than 12 months for both operating and finance leases.

The amounts of the lease liability and right of use asset are determined at lease commencement and are based on the present value of the lease payments over the lease term. The lease payments are discounted using the Company’s incremental borrowing rate since the rate implicit in the lease is generally not readily determinable. The Company determines the incremental borrowing rate for each lease based primarily on the lease term and the economic environment of the country where the asset will be used, adjusted as if the borrowings were collateralized. Leases with contractual periods greater than 12 months and that do not meet the finance lease criteria are classified as operating leases.

Certain real estate leases contain one or more options to terminate or renew, with terms that can generally extend the lease term from one to 10 years. Options that the Company is reasonably certain to exercise are included in the lease term.

The Company has elected to combine lease and non-lease components, such as maintenance and utilities costs included in a lease contract, for all asset classes. Leases with an initial term of 12 months or less are expensed on a straight-line basis over the lease term and recorded in short-term lease expense. Variable lease expense primarily includes warehouse facilities leases

with payments based on utilization exceeding contractual minimum amounts and leases with payments indexed to inflation when the index changes after lease commencement.

The lease expense by type consisted of the following in millions of dollars:

	Three Months Ended		Six Months Ended
	May 3, 2020		May 3, 2020
Operating lease expense	$	31	$	63
Short-term lease expense		6		10
Variable lease expense		10		20
Finance lease:
Depreciation expense		2		7
Interest on lease liabilities		1		1
Total lease expense	$	50	$	101

Operating and finance lease right of use assets and liabilities follow in millions of dollars:

	May 3, 2020
Operating leases
Other assets	$	341
Accounts payable and accrued expenses		319
Finance leases
Property and equipment — net	$	43
Short-term borrowings		13
Long-term borrowings		26
Total finance lease liabilities	$	39

The weighted-average remaining lease term in years and discount rates follows:

	May 3, 2020
Weighted-average remaining lease terms:
Operating leases	7
Finance leases	3
Weighted-average discount rate:
Operating leases	2.4%
Finance leases	2.9%

Lease payment amounts in each of the next five years at May 3, 2020 follow in millions of dollars:

	Operating		Finance
Due in:	Leases		Leases
Remainder of 2020	$	59	$	7
2021		79		13
2022		67		10
2023		46		5
2024		35		3
2025		19		1
Later years		35		3
Total lease payments		340		42
Less imputed interest		21		3
Total lease liabilities	$	319	$	39

Future minimum lease payments under the previous lease standard for operating and finance leases at November 3, 2019 follow in millions of dollars:

	Operating		Capital
Due in:	Leases		Leases
2020	$	111	$	12
2021		77		10
2022		56		6
2023		39		2
2024		28		1
Later years		26		1
Total minimum lease payments	$	337	$	32

Cash paid for amounts included in the measurement of lease liabilities:

	Six Months Ended
	May 3, 2020
Operating cash flows from operating leases	$	64
Operating cash flows from finance leases		1
Financing cash flows from finance leases		9

Right of use assets obtained in exchange for lease liabilities:

	Six Months Ended
	May 3, 2020
Operating leases	$	10
Finance leases		18

Lessor

The Company leases equipment manufactured or sold by the Company and a limited amount of non-Deere equipment to retail customers through sales-type, direct financing, and operating leases. Sales-type and direct financing leases are reported in “Financing receivables - net” on the consolidated balance sheet. Operating leases are reported in “Equipment on operating leases - net” on the consolidated balance sheet.

Leases offered by the Company may include early termination and renewal options. At the end of a lease, the lessee generally has the option to purchase the underlying equipment for a fixed price or return it to the dealer. If the equipment is returned to the dealer, the dealer also has the option to purchase the equipment or return it to the Company for remarketing.

The Company estimates the residual values for operating leases at lease inception based on several factors, including lease term, expected hours of usage, historical wholesale sale prices, return experience, intended use of the equipment, market dynamics and trends, and dealer residual guarantees. The Company reviews residual value estimates during the lease term and tests the carrying value of its operating lease assets for impairment when events or circumstances necessitate. The depreciation is adjusted on a straight-line basis over the remaining lease term if residual value estimates decline. Lease agreements include usage limits and specifications on machine condition, which allow the Company to assess lessees for excess use or damages to the underlying equipment. In the second quarter of 2020, the Company recorded impairment losses on operating leases of $22 million due to higher expected equipment return rates and lower estimated values of used construction equipment. Operating lease impairments are recorded in “Other operating expenses.”

The Company has elected to combine lease and nonlease components. The nonlease components primarily relate to preventative maintenance and extended warranty agreements financed by the retail customer. The Company has also elected to report consideration related to sales and value added taxes net of the related tax expense. Property taxes on leased assets are recorded on a gross basis in “Finance and interest income” and “Other operating expenses” on the statement of consolidated income. Variable lease revenues primarily relate to property taxes on leased assets in certain markets and late fees.

Due to the significant, negative effects of COVID, the Company provided short-term relief to lessees during the second quarter of 2020. The relief, which included payment deferrals of three months or less, was provided in regional programs and on a case-by-case basis and primarily related to construction accounts. The operating leases granted relief represented

approximately 2 percent of the Company’s operating lease portfolio at May 3, 2020. See Note 11 for sales-type and direct finance leases provided payment relief.

Lease revenues earned by the Company were as follows in millions of dollars:

	Three Months Ended		Six Months Ended
	May 3, 2020		May 3, 2020
Sales-type and direct finance lease revenues	$	32	$	68
Operating lease revenues		369		743
Variable lease revenues		6		11
Total lease revenues	$	407	$	822

At the time of accepting a lease that qualifies as a sales-type or direct financing lease, the Company records the gross amount of lease payments receivable, estimated residual value of the leased equipment, and unearned finance income. The unearned finance income is recognized as revenue over the lease term using the interest method.

Sales-type and direct financing lease receivables by product category were as follows in millions of dollars:

	May 3		November 3
	2020		2019
Agriculture and turf	$	792	$	897
Construction and forestry		923		1,033
Total		1,715		1,930
Guaranteed residual values		175		232
Unguaranteed residual values		92		101
Less unearned finance income		197		212
Financing leases receivables	$	1,785	$	2,051

Scheduled payments, including guaranteed residual values, on sales-type and direct financing lease receivables at May 3, 2020 follow in millions of dollars:

	May 3
Due in:	2020
Remainder of 2020	$	460
2021		670
2022		409
2023		213
2024		103
2025		27
Later years		8
Total	$	1,890

Scheduled payments on financing lease receivables under the previous lease standard at November 3, 2019 follow in millions of dollars:

	November 3
Due in:	2019
2020	$	833
2021		557
2022		321
2023		153
2024		53
Later years		13
Total	$	1,930

Lease payments from operating leases are recorded as income on a straight-line method over the lease terms. Operating lease assets are recorded at cost and depreciated to their estimated residual value on a straight-line method over the terms of the leases.

The cost of equipment on operating leases by product category was as follows in millions of dollars:

	May 3		November 3
	2020		2019
Agriculture and turf	$	7,080	$	7,257
Construction and forestry		2,097		2,165
Total		9,177		9,422
Less accumulated depreciation		1,932		1,855
Equipment on operating leases - net	$	7,245	$	7,567

The total operating lease residual values at May 3, 2020 and November 3, 2019 were $5,181 million and $5,259 million, respectively. Certain operating leases are subject to residual value guarantees. The total residual value guarantees were $633 million and $647 million at May 3, 2020 and November 3, 2019, respectively.

Lease payments for equipment on operating leases at May 3, 2020 were scheduled as follows in millions of dollars:

	May 3
Due in:	2020
Remainder of 2020	$	563
2021		932
2022		573
2023		282
2024		107
2025		7
Total	$	2,464

Rental payments for equipment on operating leases under the previous lease standard at November 3, 2019 were scheduled as follows in millions of dollars:

	November 3
Due in:	2019
2020	$	1,086
2021		759
2022		419
2023		193
2024		41
Total	$	2,498

The Company discusses with lessees and dealers options to purchase the equipment or extend the lease prior to lease maturity. Equipment returned to the Company upon termination of leases is remarketed by the Company. In the second quarter of 2020, the Company recorded impairment losses on matured operating lease inventory of $10 million due to lower estimated values of used construction equipment. Impairment losses on matured operating lease inventory are included in “Other operating expenses.”

The matured operating lease inventory balances at May 3, 2020 and November 3, 2019 were $104 million and $163 million, respectively.

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STOCK OPTION AND RESTRICTED STOCK AWARDS

6 Months Ended

May 03, 2020

STOCK OPTION AND RESTRICTED STOCK AWARDS

STOCK OPTION AND RESTRICTED STOCK AWARDS

(19)  Stock Option and Restricted Stock Awards

In December 2019, the Company granted stock options to employees for the purchase of 495 thousand shares of common stock at an exercise price of $169.70 per share and a binomial lattice model fair value of $35.83 per share at the grant date. At May 3, 2020, options for 6.6 million shares were outstanding with a weighted-average exercise price of $99.65 per share. The Company also granted 356 thousand restricted stock units to employees and nonemployee directors in the first six months of 2020, of which 289 thousand are subject to service based only conditions and 67 thousand are subject to performance/service based conditions. The weighted-average fair value of the service based only units at the grant date was $168.99 per unit based on the market price of a share of underlying common stock. The fair value of the performance/service based units at the grant date was $160.81 per unit based on the market price of a share of underlying common stock excluding dividends. At May 3, 2020, the Company was authorized to grant an additional 18.4 million shares related to stock option and restricted stock awards.