EXHIBIT 4.3
[FACE OF NOTE]
CUSIP NO.
REGISTERED FACE AMOUNT
PRINCIPAL AMOUNT
No. FX -
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
(SINGLE INDEXED NOTE)
(FIXED RATE)
Due from 9 Months to 30 Years from Date of Issue
If the registered owner of this Security (as indicated below)
is The Depository Trust Company (the "Depository") or a
nominee of the Depository, this Security is a Global Security
and the following two legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water
Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and such
certificate issued is registered in the name of CEDE & CO., or
such other name as requested by an authorized representative
of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since
the registered owner hereof, CEDE & CO., has an interest
herein.
Unless and until this certificate is exchanged in whole or in
part for Notes in certificated form, this certificate may not
be transferred except as a whole by the Depository to a
nominee thereof or by a nominee thereof to the Depository or
another nominee of the Depository or by the Depository or any
such nominee to a successor of the Depository or a nominee of
such successor.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY"
AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE
PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO
Foreign Currency:
EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO
INTEREST RATE:
INDEXED CURRENCY:
United States Dollars: [ ] YES [ ] NO
Foreign Currency:
PRINCIPAL FINANCIAL CENTER:
BASE EXCHANGE RATE:
DETERMINATION AGENT:
REFERENCE DEALERS:
1. ________________________
2. ________________________
3. ________________________
INTEREST PAYMENT DATES IF OTHER
THAN MARCH 15 AND SEPTEMBER 15:
REGULAR RECORD DATES IF OTHER
THAN MARCH 1 AND SEPTEMBER 1:
OPTIONAL REDEMPTION: [ ] YES [ ] NO
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
OTHER/DIFFERENT PROVISIONS:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
RENEWABLE: [ ] YES [ ] NO
RENEWAL DATE:
EXTENDIBLE: [ ] YES [ ] NO
FINAL MATURITY DATE:
SINKING FUND:
OPTION TO ELECT REPAYMENT:
[ ] YES [ ] NO
OPTIONAL REPAYMENT DATE[S]:
MINIMUM DENOMINATIONS:
[ ] $100,000
[ ] $25,000
[ ] Other:
ADDITIONAL AMOUNTS:
DEFEASANCE: [ ] YES [ ] NO
COVENANT DEFEASANCE: [ ] YES [ ] NO
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
OPTIONAL INTEREST RATE RESET DATES:
Page 2
JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (herein
referred to as the "Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
__________________________________, or registered assigns, in
the Specified Currency on the Stated Maturity Date shown above
(except to the extent redeemed or repaid prior to the Stated
Maturity Date), the principal sum of _____________, plus or
minus an amount determined by the Determination Agent (as
defined below) in accordance with the formula set forth below,
and to pay interest on the Face Amount as described below and
on the reverse hereof.
If the Spot Rate exceeds or equals the Base Exchange Rate, the
principal amount of this Security payable on the Maturity Date
(as defined below) shall equal:
Face Amount + (Face Amount x Spot Rate - Base Exchange Rate)
------------------------------
Spot Rate
If the Base Exchange Rate exceeds the Spot Rate, the principal
amount of this Security payable on the Maturity Date shall
equal:
Face Amount - (Face Amount x Base Exchange Rate - Spot Rate)
------------------------------
Spot Rate
; provided, however, that in no event shall such principal
amount be less than zero.
In making the above calculations, the (i) "Base Exchange Rate"
is the exchange rate specified as such above and (ii) "Spot
Rate" is the rate at which the Specified Currency can be
exchanged for the Indexed Currency (such rate stated as units
of Indexed Currency per unit of the Specified Currency) as
determined on the second Exchange Rate Day prior to the
Maturity Date (the "Determination Date") by the Determination
Agent based upon the arithmetic mean of the open market spot
offer quotations for such Indexed Currency (spot bid
quotations for the Specified Currency) obtained by the
Determination Agent from the Reference Dealers in The City of
New York at 11:00 A.M., New York City time, on the
Determination Date, for an amount of Indexed Currency equal to
the Face Amount of this Security multiplied by the Base
Exchange Rate, in terms of the Specified Currency for
settlement on the Maturity Date. If such quotations from the
Reference Dealers are not available on the
Page 3
Determination Date due to circumstances beyond the control of
the Company or the Determination Agent, the Spot Rate will be
determined on the basis of the most recently available
quotations from the Reference Dealers. If any of the
Reference Banks shall be unwilling or unable to provide the
requested quotations, the Company may select other major money
center bank or banks in The City of New York, in consultation
with the Determination Agent, to act as Reference Dealer or
Dealers in replacement therefor. In the absence of manifest
error, the determination by the Determination Agent of the
Spot Rate and the principal amount of this Security payable on
the Maturity Date shall be final and binding on the Company
and the Holder (as defined below) of this Security.
The Company shall pay interest on the Face Amount hereof at
the Interest Rate shown above from the Original Issue Date
shown above or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-
annually on March 15 and September 15 of each year (unless
other Interest Payment Dates are shown on the face hereof)
(each, an "Interest Payment Date") until the principal hereof
is paid or made available for payment and on the Stated
Maturity Date, any Redemption Date or Repayment Date (such
terms are together hereinafter referred to as the "Maturity
Date" with respect to the principal repayable on such date);
provided, however, that any payment of principal (or premium,
if any) or interest, if any, to be made on any Interest
Payment Date or on the Maturity Date that is not a Business
Day (as defined below) shall be made on the next succeeding
Business Day with the same force and effect as if made on such
Interest Payment Date or the Maturity Date, as the case may
be, and no additional interest shall accrue on the amount so
payable as a result of such delayed payment. For purposes of
this Security, unless otherwise specified on the face hereof,
"Business Day" means any day that is not a Saturday or Sunday
and that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation
or executive order to close in The City of New York; provided,
however, that, with respect to foreign currency Notes, such
day is also not a day on which commercial banks are authorized
or required by law, regulation or executive order to close in
the Principal Financial Center (as defined) of the country
issuing the Specified Currency (or, if the Specified Currency
is the euro, such day is also a day on which the Trans-
European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open); provided, further, that, with
respect to Securities as to which LIBOR is an applicable
interest rate basis, such day is also a London Business Day.
"London Business Day" means a day on which commercial banks
are open for business (including dealings in the designated
LIBOR Currency) in London. "Principal Financial Center" means
(i) the capital city of the country issuing the Specified
Currency or (ii) the capital city of the country to which the
designated LIBOR Currency relates, as applicable, except, in
the case of (i) or (ii) above, that with respect to United
States dollars, Australian dollars, Canadian dollars, Deutsche
marks, Dutch guilders, Portuguese escudos, South African rand
and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Sydney and (solely in the case of the
Specified Currency) Melbourne, Toronto, Frankfurt, Amsterdam,
London (solely in the case of the designated LIBOR Currency),
Johannesburg and Zurich, respectively.
Page 4
Interest hereon is accrued from, and including, the next
preceding Interest Payment Date in respect of which interest
has been paid or duly provided for (or from, and including,
the Original Issue Date if no interest has been paid) to, but
excluding, the succeeding Interest Payment Date or the
Maturity Date, as the case may be. The interest so payable,
and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture (referred to
on the reverse hereof), be paid to the person (the "Holder")
in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the
March 1 or September 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date (unless
other Regular Record Dates are specified on the face hereof)
(each, a "Regular Record Date"); provided, however, that, if
this Security was issued between a Regular Record Date and the
initial Interest Payment Date relating to such Regular Record
Date, interest for the period beginning on the Original Issue
Date and ending on such initial Interest Payment Date shall be
paid on the Interest Payment Date following the next
succeeding Regular Record Date to the Holder hereof on such
next succeeding Regular Record Date; and provided further that
interest payable on the Maturity Date will be payable to the
person to whom the principal hereof shall be payable. Any
such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid
to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business
on a special record date (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee
(referred to on the reverse hereof), notice whereof shall be
given to the Holder of this Security not less than ten days
prior to such Special Record Date, or may be paid at any time
in any other lawful manner, all as more fully provided in the
Indenture.
Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the
Specified Currency shown above unless the Holder hereof makes
the election described below. If the Specified Currency shown
above is other than U.S. dollars, the Exchange Rate Agent
(referred to on the reverse hereof) will arrange to convert
all payments in respect hereof into U.S. dollars in the manner
described on the reverse hereof; provided, however, that the
Holder hereof may, if so indicated above, elect to receive all
payments in such Specified Currency by delivery of a written
request to the corporate trust office of the Trustee, on or
prior to the applicable Regular Record Date or at least
sixteen days prior to the Maturity Date, as the case may be.
Such request may be in writing (mailed or hand delivered) or
by cable, telex or other form of facsimile transmission. The
Holder hereof may elect to receive payment in such Specified
Currency for all principal, premium, if any, and interest, if
any, payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the
applicable Regular Record Date or at least sixteen days prior
to the Maturity Date, as the case may be.
Page 5
Notwithstanding the foregoing, if the Company determines that
the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or
other circumstances beyond the Company's control, or is no
longer used by the government of the country issuing such
currency or for the settlement of transactions by public
institutions of or within the international banking community,
then the Holder hereof may not so elect to receive payments in
the Specified Currency and any such outstanding election shall
be automatically suspended, until the Company determines that
the Specified Currency is again available for making such
payments.
In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to
payments on this Security shall be deemed, immediately
following such redenomination, to provide for payment of that
amount of redenominated currency representing the amount of
such obligations immediately before such redenomination.
Except as set forth above, in no event shall any adjustment be
made to any amount payable hereunder as a result of any change
in the value of the Specified Currency shown above relative to
any other currency due solely to fluctuations in exchange
rates.
Until this Security is paid in full or payment therefor in
full is duly provided for, the Company will at all times
maintain a Paying Agent (which Paying Agent may be the
Trustee) in The City of New York (which, unless otherwise
specified above, shall be the "Place of Payment"). The
Company has initially appointed The Chase Manhattan Bank
(National Association), at its office in The City of New York
as Paying Agent.
Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by
check mailed to the registered address of the Holder hereof;
provided, however, that, if (i) the Specified Currency is U.S.
dollars and this is a Global Security or (ii) the Specified
Currency is a Foreign Currency, and the Holder has elected to
receive payments in such Specified Currency as provided for
above, such interest payments will be made by transfer of
immediately available funds, but only if appropriate
instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date.
Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency
(if other than U.S. dollars), such Holder may provide
appropriate instructions to the Trustee, and all such payments
will be made in immediately available funds to an account
maintained by the payee with a bank, but only if such bank has
appropriate facilities therefor. Unless otherwise specified
above, the principal hereof (and premium, if any) and interest
hereon payable on the Maturity Date will be paid in
immediately available funds upon surrender of this Security at
the office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City and State of New York (or at
such other location as may be specified above). The Company
will pay any administrative costs imposed by banks in making
payments in immediately available funds but, except as
otherwise provided under Additional Amounts above, any tax,
assessment or governmental charge imposed upon payments will
be borne by the Holders of the Securities in respect of which
such payments are made.
Page 6
Interest on this Security, if any, will be computed on the
basis of a 360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its facsimile corporate seal.
JOHN DEERE CAPITAL CORPORATION
By: _____________________________
Attest: _____________________________
Secretary
Dated: ___________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee
By: _____________________________
Authorized Officer
Page 7
[REVERSE OF NOTE]
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
Section 1. General. This Security is one of a duly
authorized issue of securities (herein called the
"Securities") of the Company, issued and to be issued in one
or more series under an indenture, dated as of June 15, 1995,
as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank
(National Association), Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture
with respect to a series of which this Security is a part), to
which indenture and all indentures supplemental thereto,
reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof which is
unlimited in aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in
such Specified Currency, the amount of U.S. dollar payments to
be made in respect hereof will be determined by the Exchange
Rate Agent specified on the face hereof or a successor thereto
(the "Exchange Rate Agent") based on the bid quotation in The
City of New York at approximately 11:00 A.M., New York City
time, on the second Business Day preceding the applicable
payment date by the Exchange Rate Agent for the purchase by
the Exchange Rate Agent of the Specified Currency for U.S.
dollars for settlement on such payment date in the aggregate
amount of the Specified Currency payable to all Holders of
Securities denominated in a Foreign Currency scheduled to
receive U.S. dollar payments and at which the Exchange Rate
Agent commits to execute a contract. If such bid quotation is
not available, payments will be made in such Specified
Currency.
Except as set forth below, if the Specified Currency is other
than U.S. dollars and the Specified Currency is not available
due to the imposition of exchange controls or to other
circumstances beyond the Company's control, the Company will
be entitled to make payments in U.S. dollars on the basis of
the noon buying rate in The City of New York for cable
transfers of such Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market
Exchange Rate") for such Specified Currency on the second
Business Day prior to the applicable payment date or, if the
Market Exchange Rate is then not available, on the basis of
the most recently available Market Exchange Rate or as
otherwise indicated above.
All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion (except to the extent
expressly provided that any determination is subject to
approval by the Company) and, in the absence of manifest
error, shall be conclusive for all purposes and binding on the
Holder of this Security, and the Exchange Rate Agent shall
have no liability therefor.
Page 8
All currency exchange costs will be borne by the Company
unless the Holder of this Security has made the election to
receive payments in the Specified Currency. In that case, the
Holder shall bear its pro rata portion of currency exchange
costs, if any, by deductions from payments otherwise due to
such Holder.
References herein to "U.S. dollars" or "U.S. $" or "$" are to
the currency of the United States of America.
Section 3. Redemption. If so specified on the face hereof,
the Company may at its option redeem this Security in whole or
from time to time in part in increments equal to the minimum
authorized denomination (provided that any remaining principal
amount of this Security shall not be less than the minimum
authorized denomination hereof) on or after the date
designated as the Initial Redemption Date on the face hereof
at 100% of the unpaid principal amount hereof or the portion
thereof redeemed (or, if this Security is a Discount Security,
such lesser amount as is provided for below) multiplied by the
Initial Redemption Percentage specified on the face hereof,
together with accrued interest to the Redemption Date. Such
Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by an amount equal
to the Annual Redemption Percentage Reduction until the
redemption price is 100% of such amount. The Company may
exercise such option by causing the Trustee to mail a notice
of such redemption at least 30 but not more than 60 days prior
to the Redemption Date. In the event of redemption of this
Security in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof. If less than all
of the Securities with like tenor and terms to this Security
are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall
deem fair and appropriate. However, if less than all the
Securities of the series, of which this Security is a part,
with differing issue dates, interest rates and stated
maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be
redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date.
Section 4. Repayment. If so specified on the face hereof,
this Security shall be repayable prior to the Stated Maturity
Date at the option of the Holder on each applicable Optional
Repayment Date shown on the face hereof at a repayment price
equal to 100% of the principal amount to be repaid, together
with accrued interest to the Repayment Date. In order for
this Security to be repaid, the Trustee must receive at least
30 but not more than 45 days prior to an Optional Repayment
Date, this Security with the form attached hereto entitled
"Option to Elect Repayment" duly completed. Any tender of
this Security for repayment shall be irrevocable. The
repayment option may be exercised by the Holder of this
Security in whole or in part in increments of $1,000 (provided
that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof).
Upon any partial repayment, this Security shall be canceled
and a new Security or Securities for the remaining principal
amount hereof shall be issued in the name of the Holder of
this Security.
Page 9
Section 5. Renewable Securities. If so specified on the face
hereof, this Security will automatically be renewed at the
maturity date stated on the face hereof unless the Holder of
this Renewable Security elects to terminate the automatic
extension feature by giving notice in the manner described in
the related pricing supplement.
The holder of this Renewable Security must give notice of
termination at least 15 but not more than 30 days prior to the
Renewal Date. The Holder of a Renewable Security may
terminate the automatic extension for less than all of their
Renewable Securities only if the related pricing supplement
specifically permits partial termination. An election to
terminate the automatic extension of any portion of a
Renewable Security is not revocable and will be binding on the
Holder of this Security. If the Holder elects to terminate
the automatic extension of the maturity of this Security, the
Holder will become entitled to the principal and interest
accrued up to the Renewal Date. On the face hereof a final
maturity date beyond which the maturity date cannot be renewed
will be specified.
Section 6. Extendible Securities. If so specified on the
face hereof, the Stated Maturity Date of this Security may be
extended at the Company's option (an "Extendible Security")
for one or more whole year periods (each an "Extension
Period"), up to but not beyond a final maturity date stated on
the face hereof (but not to exceed 30 years from the date of
issue).
The Company may exercise its option to extend the Extendible
Security by notifying the Trustee (or any duly appointed
paying agent) at least 45 but not more than 60 days prior to
the then effective Maturity Date. If the Company elects to
extend the Extendible Security, the Trustee (or paying agent)
will mail (at least 40 days prior to the Maturity Date) to the
registered Holder a notice ("Extension Notice") informing the
Holder of this election, the new Maturity Date and any updated
terms. Upon the mailing of the Extension Notice, the maturity
of this Security will be extended automatically as set forth
in the Extension Notice.
However, the Company may, not later than 20 days prior to the
Maturity Date of an Extendible Security (or, if such date is
not a Business Day, on the immediately succeeding Business
Day), at the Company's option, establish a higher interest
rate for the Extension Period by mailing or causing the
Trustee (or paying agent) to mail notice of such higher
interest rate to the Holder of the Security. The notice will
be irrevocable.
Page 10
If the Company elects to extend the maturity of an Extendible
Security, the Holder will have the option to instead elect
repayment of this Security on the then effective Maturity
Date. In order for an Extendible Security to be so repaid on
the Maturity Date, the Company must receive, at least 15 days
but not more than 30 days prior to the Maturity Date:
(1) this Security with the form attached hereto entitled
"Option to Elect Repayment" duly completed; or
(2) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. (the "NASD")
or a commercial bank or trust company in the United States
setting forth the name of the Holder of this Security, the
principal amount of this Security, the principal amount of
this Security to be repaid, the certificate number or a
description of the tenor and terms of this Security, a
statement that the option to elect repayment is being
exercised thereby and a guarantee that this Security to be
repaid, together with the duly completed form entitled "Option
to Elect Repayment", will be received by the Trustee (or
paying agent) not later than the fifth Business Day after the
date of the telegram, telex, facsimile transmission or letter;
provided, however, that the telegram, telex, facsimile
transmission or letter shall only be effective if this
Security and form duly completed are received by the Trustee
(or paying agent) by that fifth Business Day. The option may
be exercised by the Holder of an Extendible Security for less
than the aggregate principal amount of this Security then
outstanding if the principal amount of this Security remaining
outstanding after repayment is an authorized denomination.
Section 7. Sinking Fund. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking
fund.
Section 8. Discount Securities. If this Security, (such a
Security being referred to as a "Discount Security") (a) has
been issued at an Issue Price lower, by more than a de minimis
amount (as determined under United States federal income tax
rules applicable to original issue discount instruments), than
the principal amount hereof and (b) would be considered an
original issue discount security for United States federal
income tax purposes, then the amount payable on this Security
in the event of redemption by the Company, repayment at the
option of the Holder or acceleration of the maturity hereof,
in lieu of the principal amount due at the Stated Maturity
Date hereof, shall be the Amortized Face Amount (as defined
below) of this Security as of the date of such redemption,
repayment or acceleration. The "Amortized Face Amount" of
this Security shall be the amount equal to the sum of (a) the
Issue Price (as set forth on the face hereof) plus (b) the
aggregate of the portions of the original issue discount (the
excess of the amounts considered as part of the "stated
redemption price at maturity" of this Security within the
meaning of Section 1273(a)(2) of the Internal Revenue Code of
1986, as amended (the "Code"), whether denominated as
principal or interest, over the Issue Price of this Security)
which shall theretofore have accrued pursuant to Section 1272
of the Code (without regard to Section 1272(a)(7) of the Code)
from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the
"stated redemption price at maturity" of this Security which
has been paid on this Security from the date of issue to the
date of determination.
Page 11
Section 9. Modification and Waivers; Obligation of the
Company Absolute. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series.
Such amendment may be effected under the Indenture at any time
by the Company and the Trustee with the consent of the Holders
of not less than a majority in principal amount of Outstanding
Securities affected thereby. The Indenture also contains
provisions permitting the Holders of not less than a majority
in principal amount of the Outstanding Securities, on behalf
of the Holders of all Outstanding Securities, to waive
compliance by the Company with certain provisions of the
Indenture. Provisions in the Indenture also permit the
Holders of not less than a majority in principal amount of all
Outstanding Securities of any series to waive on behalf of all
of the Holders of Securities of such series certain past
defaults under the Indenture and their consequences. Any such
consent or waiver shall be conclusive and binding upon the
Holder of this Security and upon all future Holders of this
Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Security.
The Securities are unsecured and rank pari passu with all
other unsecured and unsubordinated indebtedness of the
Company.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any)
and interest, if any, on this Security at the times, place and
rate, and in the Currency herein prescribed.
Section 10. Defeasance and Covenant Defeasance. The
Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Security
and (b) certain restrictive covenants and the related defaults
and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply
to this Security, unless otherwise specified on the face
hereof.
Section 11. Authorized Denominations. Unless otherwise
provided on the face hereof, this Security is issuable only in
registered form without coupons in denominations of (i) if
this Security is a Global Security (as defined below),
$100,000 or any amount in excess thereof which is an integral
multiple of $1,000 or (ii) if this Security is not a Global
Security, in denominations of $25,000 or any amount in excess
thereof which is an integral multiple of $1,000. If this
Security is denominated in a Specified Currency other than
U.S. Dollars or is a Discount Security, this Security shall be
issuable in the denominations set forth on the face hereof.
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Section 12. Registration of Transfer. As provided in the
Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Security is
registrable in the Security Register upon surrender of this
Security for registration of transfer at a Place of Payment
for the series of Securities of which this Security forms a
part, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more
new Securities of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
If the registered owner of this Security is the Depository
(such a Security being referred to as a "Global Security"),
and (i) the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not
appointed by the Company within 90 days following notice to
the Company, or (ii) an Event of Default occurs, the Company
will issue Securities in certificated form in exchange for
this Global Security. In addition, the Company may at any
time, and in its sole discretion, determine not to have
Securities represented by a Global Security and, in such
event, will issue Securities in certificated form in exchange
in whole for this Global Security. In any such instance, an
owner of a beneficial interest in this Global Security will be
entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name.
Securities so issued in certificated form will be issued in
denominations of $25,000 (or such other denomination as shall
be specified by the Company) or any amount in excess thereof
which is an integral multiple of $1,000 and will be issued in
registered form only, without coupons.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder as the owner
hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
Section 13. Events of Default. If an Event of Default with
respect to the Securities of the series of which this Security
forms a part shall have occurred and be continuing, the
principal of this Security may be declared due and payable in
the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security
which are defined in the Indenture and are not otherwise
defined herein shall have the meanings assigned to them in the
Indenture.
Section 15. Governing Law. Unless otherwise specified on the
face hereof, this Security shall be governed by and construed
in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof
specified below), pursuant to its terms, on the Optional
Repayment Date first occurring after the date of receipt of
the within Security as specified below (the "Repayment Date"),
at a Repayment Price equal to 100% of the principal amount
thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:
___________________________________________________________
___________________________________________________________
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this
Security with the Option to Elect Repayment duly completed
must be received at least 30 but not more than 45 days prior
to the Repayment Date (or, if such Repayment Date is not a
Business Day, the next succeeding Business Day) by the Company
at its office or agency in The City of New York, which will be
located initially at the office of the Trustee at 4 Chase
Metrotech Center, Brooklyn, New York 11245.
If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which
shall be $1,000 or an integral multiple thereof) which is to
be repaid: $___________________.
If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the
Security(ies) to be issued for the unpaid amount ($1,000 or
any integral multiple of $1,000; provided that any remaining
principal amount of this Security shall not be less than the
minimum denomination of such Security): $_________________.
Dated: _____________________
_______________________________________________________
Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the
within Security in every particular without alterations or
enlargement or any change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - ............Custodian............
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________
|_____________________________|
____________________________________________________________
Please print or type name and address, including zip code of
assignee
____________________________________________________________
the within Security of JOHN DEERE CAPITAL CORPORATION and all
rights thereunder and does hereby irrevocably constitute and
appoint
_________________________________________________ Attorney
to transfer the said Security on the books of the within-named
Company, with full power of substitution in the premises.
Dated ____________________________
SIGNATURE GUARANTEED:
___________________________________________________________
NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Security in
every particular, without alteration or enlargement or any
change whatsoever.
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