EXHIBIT 4.4
[FACE OF NOTE]
CUSIP NO.
REGISTERED FACE AMOUNT
PRINCIPAL AMOUNT
No. FL -
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
(SINGLE INDEXED NOTE)
(FLOATING 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:
INITIAL INTEREST RATE:
BASE RATE:
If LIBOR: [ ] LIBOR Telerate
[ ] LIBOR Reuters
[ ] Other
Designated LIBOR Page:
INDEX MATURITY:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
CALCULATION AGENT:
CALCULATION DATE:
SINKING FUND:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST DETERMINATION DATE:
INTEREST RESET PERIOD:
INTEREST RESET DATES:
INTEREST PAYMENT PERIOD:
INTEREST PAYMENT DATES:
RENEWABLE: [ ] YES [ ] NO
RENEWAL DATE:
EXTENDIBLE: [ ] YES [ ] NO
FINAL MATURITY DATE:
TOTAL AMOUNT OF OID:
INITIAL ACCRUAL PERIOD OID:
YIELD TO MATURITY:
OTHER/DIFFERENT PROVISIONS:
OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO
OPTIONAL REPAYMENT DATE[S]:
OPTIONAL REDEMPTION: [ ] YES [ ] NO
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
MINIMUM DENOMINATIONS:
[ ] $100,000
[ ] $25,000
[ ] Other:
SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO
Foreign Currency:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY
OTHER THAN U.S. DOLLARS:
[ ] YES [ ] NO
EXCHANGE RATE AGENT:
REFERENCE BANKS:
ADDITIONAL AMOUNTS:
DEFEASANCE: [ ] YES [ ] NO
COVENANT DEFEASANCE: [ ] YES [ ] NO
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 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.
Page 3
The Company shall pay interest on the Face Amount hereof at
the Interest Rate shown above from the Original Issue Date
shown above until the first Interest Reset Date shown above
following the Original Issue Date (if the first Interest Reset
Date is later than the Original Issue Date) and thereafter at
the interest rate determined by reference to the Base Rate
shown above, plus or minus the Spread, if any, or multiplied
by the Spread Multiplier, if any, shown above, determined in
accordance with the provisions on the reverse hereof, until
the principal hereof is paid or made available for payment;
provided, however, that the interest rate in effect for the
ten days immediately prior to the Maturity Date (as defined
below) of this Security will be that in effect on the tenth
day preceding such date. The Company will pay interest on
each Interest Payment Date next succeeding the Original Issue
Date, 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 (except that if the Base Rate
specified above is LIBOR, and such day falls in the next
succeeding calendar month, such payment will be made on the
next preceding Business Day) as described on the reverse
hereof. 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
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 fifteenth day (whether or not a Business Day)
next preceding such Interest Payment Date (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 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: _____________________________
Authorized Officer
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: ________________________________
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.
Section 3. Interest Rate Calculations. Unless otherwise set
forth on the face hereof, the following provisions of this
Section 3 shall apply to the calculation of interest on this
Security. If the first Interest Reset Date is later than the
Original Issue Date, this Security will bear interest from its
Original Issue Date to the first Interest Reset Date at the
Initial Interest Rate set forth on the face hereof.
Thereafter, the interest rate hereon for each Interest Reset
Period (as defined below) will be determined by reference to
the Base Rate set forth on the face hereof, as adjusted by the
Spread, the Spread Multiplier or other formula, if any, set
forth on the face hereof.
As set forth on the face hereof, this Security may also have
either or both of the following: (i) a maximum limitation, or
ceiling, on the rate at which interest may accrue during any
Interest Period (as defined below) ("Maximum Interest Rate");
and (ii) a minimum limitation, or floor, on the rate at which
interest may accrue during any Interest Period ("Minimum
Interest Rate"). In addition to any Maximum Interest Rate
that may be set forth on the face hereof, the interest rate on
this Security will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by
United States law of general application.
The rate of interest hereon will be reset daily, weekly,
monthly, quarterly, semi-annually or annually or at another
interval (each, an "Interest Reset Period"), as set forth on
the face hereof. The date or dates on which interest will be
reset (each, an "Interest Reset Date") will be, if this
Security resets (i) daily, each Business Day; (ii) weekly, the
Wednesday of each week (unless the Base Rate set forth on the
face hereof is the Treasury Rate); weekly and if the Base Rate
set forth on the face hereof is the Treasury Rate, the Tuesday
of each week (except as provided below); (iii) monthly, the
third Wednesday of each month; (iv) quarterly, the third
Wednesday of March, June, September and December of each year;
(v) semi-annually, the third Wednesday of the two months set
forth on the face hereof; and (vi) annually, the third
Wednesday of the month set forth on the face hereof; provided,
however, that (a) if the first Interest Reset Date is later
than the Original Issue Date, the interest rate in effect from
the Original Issue Date to the first Interest Reset Date will
be the Initial Interest Rate as set forth on the face hereof
and (b) the interest rate in effect for the ten days
immediately prior to the Maturity Date will be that in effect
on the tenth day preceding the Maturity Date. If the Base
Rate set forth on the face hereof is the Treasury Rate and a
Treasury auction shall fall on the Interest Reset Date for
this Security, then such Interest Reset Date shall instead be
the first Business Day immediately following such Treasury
auction. If any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be
the next succeeding Business Day, except that, if the Base
Rate set forth on the face hereof is LIBOR, if such Business
Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day.
Page 9
The interest payable hereon on each Interest Payment Date and
on the Maturity Date shall be the amount of interest accrued
from and including the Original Issue Date or the last
Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, to, but excluding, the next
succeeding Interest Payment Date or the Maturity Date, as the
case may be; provided, however, that, if the interest rate is
reset daily or weekly, interest payable on any Interest
Payment Date will be the amount of interest accrued from and
including the Original Issue Date or from but excluding the
last Regular Record Date through which interest has been paid
through and including the Regular Record Date immediately
preceding such Interest Payment Date, except that interest
payable on the Maturity Date will include interest accrued to,
but excluding, the Maturity Date (each such period, an
"Interest Period"). If the Maturity Date falls on a day which
is not a Business Day, the payment of principal, premium, if
any, and interest with respect to the Maturity Date will be
paid on the next succeeding Business Day with the same force
and effect as if made on the Maturity Date, and no interest
shall accrue on the amount so payable as a result of such
delayed payment. If an Interest Payment Date other than the
Maturity Date falls on a day that is not a Business Day, such
Interest Payment Date will be postponed to the next day that
is a Business Day and interest will accrue for the period of
such postponement (except if the Base Rate specified above is
LIBOR, and such day falls in the next succeeding calendar
month, such Interest Payment Date will be advanced to the
immediately preceding Business Day), it being understood that,
to the extent this sentence is inconsistent with Section 112
of the Indenture, the provisions of this sentence shall apply
in lieu of such Section.
Accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. Such
accrued interest factor will be computed by adding the
interest factor calculated for each day in the Interest Period
or from the date from which accrued interest is being
calculated. The interest factor for each such day is computed
by dividing the interest rate applicable on such day by 360,
if the Base Rate set forth on the face hereof is the CD Rate,
Commercial Paper Rate, Eleventh District Cost of Funds Rate,
Federal Funds Rate, Prime Rate or LIBOR (as described below),
or by the actual number of days in the year, if the Base Rate
set forth on the face hereof is the Treasury Rate or the CMT
Rate (as described below). The interest rate applicable to
any day that is an Interest Reset Date is the interest rate as
determined, in accordance with the procedures hereinafter set
forth, with respect to the Interest Determination Date (as
defined below) pertaining to such Interest Reset Date. The
interest rate applicable to any other day is the interest rate
for the immediately preceding Interest Reset Date (or, if
none, the Initial Interest Rate, as set forth on the face
hereof).
Page 10
All percentages resulting from any calculation with respect
hereto will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upward (e.g.,
7.123455% (or 0.07123455) being rounded to 7.12346% (or
0.0712346) and 7.123454% (or 0.07123454) being rounded to
7.12345% (or 0.0712345)), and all currency amounts used in or
resulting from such calculation will be rounded to the nearest
one-hundredth of a unit (with five one-thousandths of a unit
being rounded upwards).
Interest will be payable on, if this Security resets (i)
daily, weekly or monthly, the third Wednesday of each month or
on the third Wednesday of March, June, September and December
of each year, as set forth on the face hereof; (ii) quarterly,
the third Wednesday of March, June, September and December of
each year; (iii) semi-annually, the third Wednesday of the two
months set forth on the face hereof; and (iv) annually, the
third Wednesday of the two months or the month set forth on
the face hereof (each, an "Interest Payment Date"), and in
each case, on the Maturity Date.
If the Base Rate set forth on the face hereof is the CD Rate,
the CMT Rate, the Commercial Paper Rate, the Federal Funds
Rate or the Prime Rate, the "Interest Determination Date"
pertaining to an Interest Reset Date for this Security will be
the second Business Day next preceding such Interest Reset
Date; if the Base Rate set forth on the face hereof is LIBOR,
the "Interest Determination Date" pertaining to an Interest
Reset Date for this Security will be the second London Banking
Day next preceding such Interest Reset Date; and if the Base
Rate set forth on the face hereof is the Treasury Rate, the
"Interest Determination Date" pertaining to an Interest Reset
Date for this Security will be the day of the week in which
such Interest Reset Date falls on which Treasury bills (as
defined below) are auctioned. Treasury bills are usually sold
at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on the
following Tuesday, except that such auction may be held on the
preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will
be the Interest Determination Date pertaining to the Interest
Reset Date occurring in the next succeeding week.
If the Base Rate set forth on the face hereof is the Eleventh
District Cost of Funds Rate, the "Interest Determination Date"
pertaining to an Interest Reset Date for this Security is the
last Business Day of the month immediately preceding the
applicable Interest Reset Date in which the Federal Home Loan
Bank of San Francisco published the index.
Page 11
Unless otherwise set forth on the face hereof, the
"Calculation Date", where applicable, pertaining to an
Interest Determination Date is the earlier of (i) the tenth
calendar day after such Interest Determination Date, or if any
such day is not a Business Day, the next succeeding Business
Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the
case may be.
The Company will appoint and enter into an agreement with an
agent (a "Calculation Agent") to calculate the rate of
interest on the Securities of this series which bear interest
at a floating rate. Unless otherwise set forth on the face
hereof, The Chase Manhattan Bank (National Association) will
be the Calculation Agent. At the request of the Holder
hereof, the Calculation Agent will provide the interest rate
then in effect and, if determined, the interest rate that will
become effective on the next Interest Reset Date.
Subject to applicable provisions of law and except as
specified herein, with respect to each Interest Determination
Date, the rate of interest shall be the rate determined by the
Calculation Agent in accordance with the provisions of the
applicable heading below.
Determination of CD Rate. If the Base Rate set forth on the
face hereof is the CD Rate, this Security will bear interest
for each Interest Reset Period at the interest rate calculated
with reference to the CD Rate and the Spread, Spread
Multiplier or other formula, if any, set forth on the face
hereof. Unless otherwise set forth on the face hereof, the
"CD Rate" means, with respect to any Interest Determination
Date pertaining thereto, the rate on such date for negotiable
certificates of deposit having the Index Maturity set forth on
the face hereof as published in "H.15(519)", under the heading
"CDs (secondary market)" or, if not yet published by 3:00
P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the CD Rate will be the
rate on such Interest Determination Date for negotiable
certificates of deposit having the Index Maturity set forth on
the face hereof as published in H.15 Daily Update under the
caption "CDS (Secondary Market)". If by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Interest
Determination Date such rate is not yet published in either
H.15(519) or H.15 Daily Update, the CD Rate on such Interest
Determination Date will be calculated by the Calculation Agent
and will be the average of the secondary market offered rates
as of 10:00 A.M., New York City time, on such Interest
Determination Date, of three leading non-bank dealers in
negotiable U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent (after consultation
with the Company) for negotiable certificates of deposit of
major United States money market banks of the highest credit
standing (in the market for negotiable certificates of
deposit) having a remaining maturity closest to the Index
Maturity set forth on the face hereof in a denomination of
U.S. $5,000,000; provided, however, that, if the dealers
selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the interest rate for the
period commencing on the Interest Reset Date following such
Interest Determination Date will be the interest rate in
effect on such Interest Determination Date. "H.15(519)" means
the weekly statistical release designated as such, or any
successor publication, published by the Board of Governors of
the Federal Reserve System. "H.15 Daily Update" means the
daily update of H.15(519), available through the world-wide-
web site of the Board of Governors of the Federal Reserve
System at http://www.bog.frb.fed.us/releases/h15/update, or
any successor site or publication.
Page 12
Determination of Commercial Paper Rate. If the Base Rate set
forth on the face hereof is the Commercial Paper Rate, this
Security will bear interest for each Interest Reset Period at
the interest rate calculated with reference to the Commercial
Paper Rate and the Spread, Spread Multiplier or other formula
, if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "Commercial Paper Rate" means,
with respect to any Interest Determination Date pertaining
thereto, the Money Market Yield (calculated as described
below) of the rate on such date for commercial paper having
the Index Maturity set forth on the face hereof, as such rate
shall be published in H.15(519) under the caption "Commercial
Paper - Nonfinancial" or, if not yet published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Commercial Paper Rate shall
be the Money Market Yield of the rate on such Interest
Determination Date for commercial paper having the Index
Maturity set forth on the face hereof as published in H.15
Daily Update under the caption "Commercial Paper -
Nonfinancial". If by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination
Date such rate is not yet published in either H.15(519) or
H.15 Daily Update, the Commercial Paper Rate on such Interest
Determination Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the average of
the offered rates as of 11:00 A.M., New York City time, on
such Interest Determination Date of three leading dealers in
commercial paper in The City of New York selected by the
Calculation Agent (after consultation with the Company) for
commercial paper having the Index Maturity set forth on the
face hereof placed for an industrial issuer whose bond rating
is "Aa", or the equivalent, from a nationally recognized
securities rating agency; provided, however, that, if the
dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the interest rate for
the period commencing on the Interest Reset Date following
such Interest Determination Date will be the interest rate in
effect on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following
formula:
MONEY MARKET YIELD = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed
as a decimal; and "M" refers to the actual number of days in
the Interest Period for which interest is being calculated.
Page 13
Determination of Federal Funds Rate. If the Base Rate set
forth on the face hereof is the Federal Funds Rate, this
Security will bear interest for each Interest Reset Period at
the interest rate calculated with reference to the Federal
Funds Rate and the Spread, Spread Multiplier or other formula,
if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "Federal Funds Rate" means, with
respect to any Interest Determination Date pertaining thereto,
the rate on such date for federal funds as published in
H.15(519) under the caption "Federal Funds (Effective)" or, if
not yet published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination
Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in H.15 Daily Update under the
caption "Federal Funds (Effective)". If by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such
Interest Determination Date such rate is not yet published in
either H.15(519) or H.15 Daily Update, the Federal Funds Rate
for such Interest Determination Date will be calculated by the
Calculation Agent and will be the average of the rates for the
last transaction in overnight federal funds arranged by three
leading dealers of federal funds transactions in The City of
New York, which dealers have been selected by the Calculation
Agent (after consultation with the Company), as of 9:00 A.M.,
New York City time, on such Interest Determination Date;
provided, however, that, if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate for the period commencing on the
Interest Reset Date following such Interest Determination Date
will remain the interest rate in effect on such Interest
Determination Date.
Determination of LIBOR. If the Base Rate set forth on the
face hereof is LIBOR, this Security will bear interest for
each Interest Reset Period at the interest rate calculated
with reference to LIBOR and the Spread, Spread Multiplier or
other formula, if any, set forth on the face hereof. With
respect to Securities indexed to the London interbank offered
rate for U.S. dollar deposits, unless otherwise set forth on
the face hereof, "LIBOR" means the rate determined by the
Calculation Agent in accordance with the following provisions:
(i) If "LIBOR Reuters" is specified on the face hereof,
LIBOR will be the average of the offered rates for deposits in
the LIBOR Currency having the Index Maturity set forth on the
face hereof on the applicable Interest Reset Date, as such
rates appear on the Designated LIBOR Page as of 11:00 A.M.,
London time, on that Interest Determination Date, if at least
two such offered rates appear on the Designated LIBOR Page.
(ii) If "LIBOR Telerate" is specified on the face hereof,
LIBOR will be the rate for deposits in the LIBOR Currency
having the Index Maturity set forth on the face hereof on the
applicable Interest Reset Date, as such rates appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on that
Interest Determination Date. If such rate does not appear,
LIBOR for such Interest Determination Date will be determined
as described in (iii) below.
Page 14
(iii) If the Designated LIBOR Page by its terms provides
only for a single rate, that single rate will be used
regardless of the foregoing provisions require more than one
rate. With respect to an Interest Determination Date, if
LIBOR-Reuters is the applicable method for determining LIBOR
and fewer than two offered rates appear on the Designated
LIBOR Page as specified in (i) above or if LIBOR-Telerate is
the applicable method for determining LIBOR and no rate
appears on the Designated LIBOR Page as specified in (ii)
above, then LIBOR will be determined on the basis of the
offered rates at which deposits in the LIBOR Currency having
the Index Maturity set forth on the face hereof on the
Interest Determination Date and in a principal amount that is
representative of a single transaction in that market at that
time are offered by four major banks in the London interbank
market at approximately 11:00 AM., London time, on the
Interest Determination Date to prime banks in the London
interbank market. The Calculation Agent will select the four
banks and request the principal London office of each of those
banks to provide a quotation of its rate for deposits in the
LIBOR Currency. If at least two quotations are provided,
LIBOR for that Interest Determination Date will be the average
of those quotations. If fewer than two quotations are
provided as mentioned above, LIBOR will be the average of the
rates quoted by three major banks in the Principal Financial
Center selected by the Calculation Agent at approximately
11:00 A.M. in the Principal Financial Center, on the Interest
Determination Date for loans to leading Europeans banks in the
LIBOR Currency having the Index Maturity set forth on the face
hereof and in a principal amount that is representative for a
single transaction in the LIBOR Currency in that market at
that time. The Calculation Agent will select the three banks
referred to above. If fewer than three banks selected by the
Calculation Agent are quoting as mentioned above, LIBOR will
remain LIBOR then in effect on the Interest Determination
Date.
"LIBOR Currency" means the currency specified on the face
hereof as to which LIBOR shall be calculated or, if no such
currency is specified on the face hereof, United States
dollars.
"Designated LIBOR Page" means, if "LIBOR Reuters" is specified
on the face hereof, the display on the Reuter Monitor Money
Rates Service (or any successor service) on the page specified
on the face hereof (or any other page as may replace such page
on such service) for the purpose of displaying the London
interbank rates of major banks for the LIBOR Currency; or if
"LIBOR Telerate" is specified in the applicable pricing
supplement or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified on the face hereof as the method of calculating
LIBOR, the display on Bridge Telerate, Inc. (or any successor
service, "Telerate") on the page specified on the face hereof
(or any other page as may replace such page on such service)
for the purpose of displaying the London interbank rates of
major banks for the LIBOR Currency.
Page 15
Determination of Prime Rate. If the Base Rate set forth on
the face hereof is the Prime Rate, this Security will bear
interest for each Interest Reset Period at the interest rate
calculated with reference to the Prime Rate and the Spread,
Spread Multiplier or other formula, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof,
the "Prime Rate" means, with respect to any Interest
Determination Date pertaining thereto, the rate on such date
as published in H.15(519) under the caption "Bank Prime Loan"
or, if not yet published by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination
Date, the rate on such Interest Determination Date as
published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such
rate, under the caption "Bank Prime Loan."
If the rate is not published in H.15 (519), H.15 Daily Update
or another recognized electronic source by 3:00 P.M., New York
City time, on the Calculation Date, then the Calculation Agent
will determine the Prime Rate to be the average of the of the
rates of interest publicly announced by each bank that appears
on the Reuters screen designated as "US Prime 1" as that
bank's prime rate or base lending rate as in effect for that
Interest Determination Date. If at least one rate fewer than
four rates appear on the Reuters screen US Prime 1 on the
Interest Determination Date, then the Prime Rate will be the
average of the prime rates or base lending rates quoted (on
the basis of the actual number of days in the year divided by
a 360-day year) as of the close of business on the Interest
Determination Date by three major money center banks in the
City of New York selected by the Calculation Agent. If the
banks selected by the Calculation Agent are not quoting as
mentioned above, the Prime Rate will remain the Prime Rate
then in effect on the Interest Determination Date.
Determination of Treasury Rate. If the Base Rate set forth on
the face hereof is the Treasury Rate, this Security will bear
interest for each Interest Reset Period at the interest rate
calculated with reference to the Treasury Rate and the Spread,
Spread Multiplier or other formula, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof,
the "Treasury Rate" means, with respect to any Interest
Determination Date pertaining thereto, the rate for the
auction of direct obligations of the United States ("Treasury
bills") held on such Interest Determination Date having the
Index Maturity set forth on the face hereof under the caption
"AVGE INVEST YIELD" on the display on Telerate on page 56 (or
any other page as may replace such page on such service)
("Telerate Page 56") or page 57 (or any other page as may
replace such page on such service) ("Telerate Page 57") by
3:00 P.M., New York City time, on the Calculation date for
that Interest Determination Date.
Page 16
The following procedures will be followed if the Treasury Rate
cannot be determined as described above:
If the rate is not published by 3:00 P.M., New York City time,
on the Calculation Date, the Treasury Rate will be the auction
average rate of such Treasury bills (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury on
the Calculation Date for that Interest Determination Date.
If the results of the most recent auction of Treasury bills
having the Index Maturity set forth on the face hereof are not
published or announced as described above by 3:00 P.M., New
York City time, on the Calculation Date, or if no auction is
held on the Interest Determination Date, then the Treasury
Rate will be the rate (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) on such Interest Determination Date of
Treasury Bills having the Index Maturity set forth on the face
hereof as published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market" or, if
not yet published by 3:00 p.m., New York City time, on the
related Calculation Date, the rate on such Interest
Determination Date of such Treasury Bills as published in H.15
Daily Update, or such other recognized electronic source used
for the purpose of displaying such rate, under the caption
"U.S. Government Securities/Treasury Bills/Secondary Market."
If such rate is not published in H.15 (519), H.15 Daily Update
or another recognized electronic source, then the Calculation
Agent will determine the Treasury Rate to be a yield to
maturity (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily
basis) of the average of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on the Interest
Determination Date of three leading primary United States
government securities dealers (which may include Agents or
their affiliates) for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity set forth on
the face hereof. The Calculation Agent will select the three
dealers referred to above.
If fewer than three dealers selected by the Calculation Agent
are quoting as mentioned above, the Treasury Rate will remain
the Treasury Rate then in effect on that Interest
Determination Date.
Page 17
Determination of CMT Rate. If the Base Rate set forth on the
face hereof is the CMT Rate, this Security will bear interest
for each Interest Reset Period at the interest rate calculated
with reference to the CMT Rate and the Spread, Spread
Multiplier, or other formula, if any, set forth on the face
hereof. Unless otherwise set forth on the face hereof, the
"CMT Rate" means, with respect to any Interest Determination
Date pertaining thereto, the rate displayed on the Designated
CMT Telerate Page (as defined below) under the caption ". . .
Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 P.M.", under the
column for the Designated CMT Maturity Index (as defined
below) for (i) if the Designated CMT Telerate Page is 7051 or
any successor page, the rate on such Interest Determination
Date and (ii) if the Designated CMT Telerate Page is 7052 or
any successor page, the rate for the week or the monthly
average, as applicable, ended immediately preceding the week
in which the related Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page, or if
not displayed by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination
Date, then the interest rate for such Interest Determination
Date shall be the rate for the Designated CMT Maturity Index
as published in H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest
Determination Date, then the interest rate for such Interest
Determination Date shall be the rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) as may then be published by
either the Board of Governors of the Federal Reserve System or
the United States Department of the Treasury that the
Calculation Agent determines (with the concurrence of the
Company) to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in H.15(519).
If such information is not provided by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Interest
Determination Date, then the interest rate for such Interest
Determination Date shall be calculated by the Calculation
Agent and shall be a yield to maturity, based on the
arithmetic average of the secondary market closing offer side
prices as of approximately 3:30 P.M., New York City time, on
such Interest Determination Date, reported by three leading
primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York, for the most
recently issued direct noncallable fixed rate obligations of
the United States ("U.S. Treasury Notes") with an original
maturity of approximately the Designated CMT Maturity Index
and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. The three
Reference Dealers shall be determined by (i) the selection of
five Reference Dealers by the Calculation Agent (after
consultation with the Company) and (ii) the elimination of the
Reference Dealers providing the highest (or, in the event of
equality, one of the highest) and the lowest (or, in the event
of equality, one of the lowest) quotations for such Interest
Determination Date. If the Calculation Agent cannot obtain
three such U.S. Treasury Note quotations, the interest rate
for such Interest Determination Date shall be calculated by
the Calculation Agent and shall be a yield to maturity based
on the arithmetic average of the secondary market offer side
prices as of approximately 3:30 P.M., New York City time, on
the Interest Determination Date reported by three Reference
Dealers in The City of New York, selected in the manner
described above, for U.S. Treasury Notes with an original
maturity of the number of years that is the next highest to
the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in
an amount of at least $100 million. If only three or four of
such Reference Dealers are quoting as described above, then
the interest rate shall be based on the arithmetic average of
the offer side prices so obtained from all such Reference
Dealers, without eliminating the Reference Dealers providing
the highest and the lowest of such quotes. If fewer than
three such Reference Dealers are quoting as described above,
then the interest rate shall be the CMT Rate in effect on such
Interest Determination Date. If two such U.S. Treasury Notes
have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the U.S.
Treasury Note with the shorter remaining term to maturity
shall be used.
Page 18
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page set forth on the face
hereof (or any other page as may replace such page on that
service for the purpose of displaying treasury constant
maturities as reported in H.15(519)). If no such page is so
specified, the Designated CMT Telerate Page shall be 7052 for
the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities specified on the face
hereof with respect to which the CMT Rate will be calculated.
If no such maturity is so specified, the Designated CMT
Maturity Index shall be two years.
Determination of the Eleventh District Cost of Funds Rate. If
the Base Rate set forth on the face hereof is the Eleventh
District Cost of Funds Rate this security will bear interest
for each Interest Reset Period at the interest rate calculated
with reference to the Eleventh District Cost of Funds Rate and
Spread, Spread Multiple or other formula, if any, set forth on
the face hereof. Unless otherwise set forth on the face
hereof, the "Eleventh District Cost of Funds Rate" means with
respect to any Interest Determination Date the rate equal to
the monthly weighted average cost of funds for the month
preceding the Interest Determination Date as displayed on the
Telerate Page 7058 by 11:00 A.M., San Francisco time, on the
Calculation Date for that Interest Determination Date under
the caption "11th District."
The following procedures will be used if the Eleventh District
Cost of Funds Rate cannot be determined as described above:
if the rate is not displayed on the relevant page by 11:00
A.M., San Francisco time, on the Calculation Date, then the
Eleventh District Cost of Funds Rate will be the monthly
weighted average cost of funds paid by member institutions of
the Eleventh Federal Home Loan Bank District, as announced by
the Federal Home Loan Bank of San Francisco, for the month
preceding the date of announcement. If no announcement was
made relating to the month preceding the Interest
Determination Date, the Eleventh District Cost of Funds Rate
will remain the Eleventh District Cost of Funds Rate then in
effect on the Interest Determination Date.
Page 19
References herein to "U.S. dollars" or "U.S. $" or "$" are to
the currency of the United States of America.
Section 4. 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 5. 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 cancelled
and a new Security or Securities for the remaining principal
amount hereof shall be issued in the name of the Holder of
this Security.
Section 6. 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.
Page 20
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 7. 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.
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
Page 21
(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 8. Sinking Fund. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking
fund.
Section 9. 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 22
Section 10. 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 all
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 at
the time, 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 11. 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 12. 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.
Page 23
Section 13. 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 14. 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 15. 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 16. 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.
Page 24
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.
Page 25
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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