EXHIBIT 3.4
CERTIFICATE OF INCORPORATION
OF
DEERE RECEIVABLES CORPORATION
FIRST. The name of the corporation is Deere Receivables Corporation.
SECOND. The address of its registered office in the State of Nevada is One
East First Street, in the City of Reno, County of Washoe. The name of its
registered agent at such address is The Corporation Trust Company of Nevada.
THIRD. The purpose of the corporation is limited to:
(i) to acquire, own, hold and otherwise deal with (A) accounts, accounts
receivable, other receivables, contract rights, chattel paper, instruments,
documents, notes and other indebtedness (collectively, "Receivables")
arising out of: agricultural and industrial equipment retail loan and
installment sales contracts; lawn and grounds care equipment retail
installment sale and loan contracts; recreational vehicle and recreational
marine product retail installment sale and loan contracts; wholesale
installment sale and loan contracts; revolving charge accounts of retail
customers; and credit card accounts of retail customers purchasing John
Deere equipment and other products; and (B) any interest in the equipment
and products, if any, relating to sales which gave rise to Receivables,
other security interests or liens and property subject thereto from time to
time purporting to secure payment of Receivables, and guarantees, insurance
and other agreements or arrangements of whatever character from time to
time supporting or securing payment of Receivables, whether pursuant to a
contract related to Receivables or otherwise (collectively, "Related
Security"); (ii) to borrow money and contract debts when necessary for the
transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of exchange,
debentures, and other obligations and evidences of indebtedness, payable at
a specified time or times, or payable upon the happening of a specified
event or events, whether secured by mortgage, pledge or other security, or
unsecured, for money borrowed, or in payment for property purchased, or
acquired, or for any other lawful object; (iii) to guarantee, purchase,
hold, take, obtain, receive, subscribe for, own, use, dispose of, sell,
exchange, lease, lend, assign, mortgage, pledge, or otherwise acquire,
transfer or deal in or with bonds or obligations of, or shares, securities
or interest in or issued by, any person, government, governmental agency or
political subdivision of government, and to exercise all the rights, powers
and privileges of ownership of such an interest, including the right to
vote, if any; (iv) to purchase, hold, sell and transfer shares of its own
stock, and use therefor its property or money, except that shares of its
own stock belonging to the corporation must not be voted upon, directly or
indirectly, nor counted as outstanding, to compute any
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stockholders' quorum or vote; (v) to acquire, own, hold, and otherwise deal
with interest rate or foreign currency notional principal contracts,
letters of credit or other similar instruments; (vi) to sell and assign
Receivables and issue evidences of ownership or assignment in respect
thereof, and to secure the obligations of the corporation in connection
with such sales, assignments and ownership, with (and pledge and grant
liens on and security interests in) Receivables and Related Security
acquired from time to time by the corporation and by other assets and
properties which the corporation owns from time to time or in which it
otherwise has a right, title or interest; (vii) to invest cash balances on
an interim basis in certain short-term investments; (viii) to execute,
deliver and perform agreements evidencing, necessitated by or in connection
with any and all of the foregoing or any and all of the activities and
powers referred to in clause (x) below; and (x) to engage in activities
incidental to and necessary to accomplish the foregoing.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is 1,000 all of which shall be voting common stock $1
par value.
FIFTH. The name and mailing address of the incorporator is as follows:
Name Mailing Address
---- ---------------
A. Paul Wilczynski Deere Administrative Center
John Deere Road
Moline, Illinois 61265
SIXTH: The corporation is to have perpetual existence.
SEVENTH: (1) The business and affairs of the corporation shall be managed
by or under the direction of the Board of Directors.
(2) Except as otherwise provided herein, the directors shall
have concurrent power with the stockholders to make, alter, amend, change, add
to or repeal the Bylaws of the corporation.
(3) The number of directors of the corporation shall be as from
time to time fixed by, or in the manner provided in, the Bylaws of the
corporation. Election of directors need not be by written ballot unless the
Bylaws so provide.
(4) To the fullest extent permitted by applicable law, including
the General Corporation Law of the State of Nevada (the "GCL"), as in effect
from time to time, the independent director's, if any, fiduciary duty in respect
of any decision on any matter referred to in the Eleventh Article shall be to
the corporation (including its creditors) rather than to the corporation's
stockholders.
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(5) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the corporation, subject nevertheless, to the provisions of the GCL, this
Certificate of Incorporation and any Bylaws adopted by the stockholders;
provided, however, that no Bylaws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
Bylaws had not been adopted.
(6) The corporation's funds and other assets will not be commingled
with those of any direct or ultimate parent of the corporation or any affiliate
of any such parent.
(7) The corporation will maintain separate corporate records and books
of account from those of any direct or ultimate parent of the corporation and
will account for and manage all of its liabilities separately from those of any
direct or ultimate parent of the corporation or any affiliate of any such
parent, including payment by the corporation of all payroll and other
administrative expenses and taxes from its own assets.
(8) The corporation will maintain its own separate telephone number,
invoices and letterhead.
(9) The names and business addresses of the first Board of Directors,
which shall be three in number, are as follows:
NAME ADDRESS
- ---- -------
F. S. Cottrell Deere Administration Center
John Deere Road
Moline, IL 61265
Nathan J. Jones Deere Administration Center
John Deere Road
Moline, IL 61265
R. W. Lane Deere Administration Center
John Deere Road
Moline, IL 61265
EIGHTH: A director of the corporation shall not in the absence of fraud
be disqualified by his office from dealing or contracting with the corporation
either as a vendor, purchaser or otherwise, nor in the absence of fraud shall a
director of the corporation be
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liable to account to the corporation for any profit realized by him from or
through any transaction or contract of the corporation by reason of the fact
that he, or any firm of which he is a member, or any corporation of which he is
an officer, director or stockholder, was interested in such transaction or
contract if such transaction or contract has been authorized, approved or
ratified in the manner provided in the General Corporation Law of Nevada for
authorization, approval or ratification of transactions or contracts between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more if its directors or officers are directors or
officers, or have a financial interest.
NINTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Nevada may, on the application in a summary way
of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of the GCL or on the application of trustees in dissolution or of
any receiver or receivers appointed for this corporation under the provisions of
the GCL, order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct, fraud, or a knowing
violation of law, (iii) pursuant to Section 300 of Title 78 of the GCL or (iv)
for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article TENTH by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal or
modification.
ELEVENTH: Without (A) the unanimous vote of the entire Board of Directors
and (B) the affirmative vote of a majority of the stockholders of the
corporation entitled to vote thereon at a special meeting of stockholders of the
corporation, the corporation shall not take any corporate action in connection
with (i) any deletion, amendment, supplement or other modification with respect
to this Certificate of Incorporation; (ii) any amendment,
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supplement or other modification with respect to Article III Section 3, Article
III Section 10, Article IV Section 4, Article IV Section 5 and Article VII
Section 2 of the By-Laws of the corporation; (iii) the institution of any
proceeding by or against the corporation seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee, or other similar official for it or for any substantial part of its
property, or seeking any assignment for the benefit of the corporation's
creditors, or any admission by the corporation in writing of its inability to
pay its debts generally as they become due or any corporation action in
furtherance of any of the foregoing; (iv) any increase, reduction or
reclassification of capital stock of, or any reduction in the capital of, the
corporation, or any issuance of additional shares of capital stock of the
corporation; (v) the conducting by the corporation of any business or activity
not permitted by the Third Article of this Certificate of Incorporation; (vi)
any conveyance, sale, transfer, lease or other disposition of (whether in one
transaction or in a series of transactions) all, or substantially all, of the
assets of the corporation (whether now owned or hereafter acquired) to, or the
purchase, lease or other acquisition of all or substantially all of the assets
(except for purchases, conveyances, sales, transfers, leases and other
acquisitions or dispositions of Receivables, Related Security and proceeds
thereof in the ordinary course of the corporation's business in accordance with
the Third Article of this Certificate of Incorporation); or (vii) any whole or
partial liquidation, winding up or dissolution of the corporation.
Notwithstanding any other provision of this Certificate of Incorporation or
any provision of law that otherwise so empowers the corporation, the corporation
will not take any corporate action in connection with (a) any merger of the
corporation into, or consolidation or amalgamation of the corporation with, any
other person or entity or (b) any merger of any other person or entity into the
Corporation unless all the following conditions are satisfied:
(1) the corporation formed by such consolidation, amalgamation or
merger (i) shall be a corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia, (ii)
shall have a certificate of incorporation containing provisions substantially
identical to the provisions of the Third Article of this Certificate of
Incorporation, and (iii) shall expressly assume the due and punctual payment and
performance of all obligations of the corporation in connection with all
indebtedness of the corporation;
(2) immediately after giving effect to such transaction, no default or
event of default shall have happened and be continuing under any agreement to
which the corporation is a party; and
(3) such action shall be authorized by (i) the affirmative vote of a
majority of the stockholders of the corporation entitled to vote thereon and
(ii) the unanimous vote of the entire Board of Directors.
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TWELFTH: The Board of Directors, by the affirmative vote of a majority of
the whole Board, and irrespective of any personal interest of its members, shall
have authority to provide reasonable compensation of all directors for services,
ordinary or extraordinary, to the corporation as directors, officers or
otherwise.
THIRTEENTH: Meetings of stockholders and directors may be held outside the
State of Nevada, if the Bylaws so provide. The books and records of the
corporation may be kept (subject to provisions contained in the statutes)
outside the State of Nevada.
FOURTEENTH: Each person who is or was a director or officer of the
corporation, and each person who serves or served at the request of the
corporation as a director or officer (or equivalent) of another enterprise,
shall be indemnified by the corporation to the fullest extent authorized by the
GCL as it may be in effect from time to time, except as to any action, suit or
proceeding brought by or on behalf of a director or officer without prior
approval of the Board of Directors.