Terms Agreement (103K)
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JOHN DEERE B.V.
(a Netherlands corporation)
$______________ _______% Notes due ______________
UNCONDITIONALLY GUARANTEED BY DEERE & COMPANY
(a Delaware Corporation)
TERMS AGREEMENT
___Date__________
John Deere B.V.
Energiestraat 16, NL-5691
PT Horst
The Netherlands
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
Dear Sirs:
We, the Underwriters listed below (the "Underwriters"), understand
that John Deere B.V., a corporation duly organized and existing under the laws
of The Netherlands (the "Company"),proposes to issue and sell $____,000,000
aggregate principal amount of its _____% Notes due ____________ (the
"Underwritten Securities"). Payment of principal of, premium, if any, interest,
and additional amounts on the Underwritten Securities will be unconditionally
guaranteed by Deere & Company, a Delaware corporation, as guarantor (the
"Guarantor"), pursuant to the terms and conditions of the guarantee issued in
respect of the Underwritten Securities. Subject to the terms and conditions set
forth or incorporated by reference herein, the Underwriters offer to purchase,
severally and not jointly, the respective amounts of Underwritten Securities set
forth below opposite their respective names at the respective purchase prices
set forth below.
67
{PAGE}
{TABLE}
{CAPTION}
Underwriter Principal Amount of
----------- Underwritten Securities
-----------------------
{S} {C}
---------------------------....................................................... $__________
---------------------------....................................................... $__________
---------------------------. ..................................................... $__________
Total........................................................... $
==========
{/TABLE}
The Underwritten Securities shall have the following terms:
Title of Underwritten Securities:
Principal amount to be issued:
Current ratings:
Interest rate:
Interest Payment Dates:
Regular Record Dates
Maturity Date
Redemption provisions:
Sinking fund requirements:
Delayed Delivery Contracts:
Initial public offering price:
Purchase price:
Form:
Closing Date and Location:
All of the provisions contained in the document attached as Annex A
hereto entitled "John Deere B.V., Issuer, Deere & Company, Guarantor--Guaranteed
Debt Securities--Underwriting Agreement Basic Provisions" (the "Basic
Provisions") are hereby incorporated by reference in their entirety herein and
shall be deemed to be a part of this Terms Agreement to the same extent as if
such provisions had been set forth in full herein. Terms defined in the Basic
Provisions are used herein as therein defined.
68
{PAGE}
Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us.
Very truly yours,
By:
By: ________________________________
Name:
Title:
On behalf of themselves and the other
Underwriters named above
Accepted:
JOHN DEERE B.V.
By: ______________________________________________
Name:
Title:
DEERE & COMPANY
By: ______________________________________________
Name:
Title:
69
{PAGE}
April 3, 2001
ANNEX A
JOHN DEERE B.V., Issuer
(a Netherlands corporation)
DEERE & COMPANY, Guarantor
(a Delaware corporation)
Guaranteed Debt Securities
UNDERWRITING AGREEMENT BASIC PROVISIONS
John Deere B.V., a corporation duly organized and existing under the
laws of The Netherlands(the "Company"), proposes to issue and sell from time to
time its debt securities in one or more series (the "Guaranteed Securities").
Payment of principal of, and premium, if any, and interest, if any, on the
Guaranteed Securities of each series will be unconditionally guaranteed by Deere
& Company, a Delaware corporation, as guarantor (the "Guarantor"), pursuant to
the terms and conditions of the guarantee issued in respect of such series of
Guaranteed Securities (the "Guarantee"). The Guaranteed Securities will be
issued under an indenture, dated as of March 30, 2001 (the "Indenture") among
the Company, the Guarantor and The Chase Manhattan Bank, as trustee (the
"Trustee"). Each series of Guaranteed Securities may vary, as applicable, as to
aggregate principal amount, maturity date, interest rate or formula and timing
of payments thereof, redemption provisions, conversion provisions and sinking
fund requirements, if any, and any other variable terms which the Indenture
contemplates.
This is to confirm the arrangements with respect to the purchase of
Guaranteed Securities from the Company by the Representative and the several
Underwriters listed in the applicable terms agreement entered into among the
Representatives, the Guarantor and the Company of which this Underwriting
Agreement Basic Provisions is Annex A thereto (the "Terms Agreement"). With
respect to any particular Terms Agreement, the Terms Agreement, together with
the provisions hereof incorporated therein by reference, is herein referred to
as the "Agreement". Terms defined in the Terms Agreement are used herein as
therein defined.
The Company and the Guarantor have filed jointly with the Securities
and Exchange Commission (the "Commission") a registration statement on Form S-3
(No. 333-47264) in respect of the Company's debt securities, including the
Guaranteed Securities, and the Guarantor's senior and/or subordinated debt
securities, warrants to purchase senior debt securities, equity securities and
guarantees of the Company's debt securities, including the Guarantees, and have
filed such amendments thereto as may have been required to the date of the Terms
Agreement. Such registration statement, as so amended, has been declared
effective by the Commission, and the Indenture has been qualified under the
Trust Indenture Act of 1939 (the "1939 Act"). Such registration statement, as so
amended, and the prospectus constituting a part thereof, including all documents
incorporated therein by reference, as from time to time amended or supplemented
to the date of the Terms Agreement pursuant to the Securities Exchange Act of
1934 (the "1934 Act"), the Securities Act of 1933 (the "1933 Act"), or
otherwise, are collectively referred to herein as the "Registration Statement"
and the "Prospectus", respectively; provided, however, that a supplement of the
Prospectus contemplated by Section 3(a) (a "Prospectus
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