EXHIBIT 4.5
[FACE OF NOTE]
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FX -
JOHN DEERE CAPITAL CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES C,
Due from 9 Months to 30 Years from Date of Issue
(FIXED RATE)
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 Securities 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:
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:
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:
[ ] $1,000
[ ] 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:
OTHER/DIFFERENT PROVISIONS:
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, the principal sum of ______________ on the Stated
Maturity Date shown above (except to the extent redeemed or
repaid prior to the Stated Maturity Date) and to pay interest,
if any, thereon at the Interest Rate shown above from the
Original Issue Date shown above or from the most recent
Interest Payment Date to which interest, if any, 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, if any, 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 3
Any interest hereon is accrued from, and including, the next
preceding Interest Payment Date in respect of which interest,
if any, 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, if
any, 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, if any, 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, if any, 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 in The
City of New York, 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 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 4
In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to
payments on this Security shall, in all cases, 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. 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 First National Bank of
Chicago at its corporate trust 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, if any, hereon payable on the Maturity Date will be
paid in immediately available funds upon surrender of this
Security at the corporate trust office of the Trustee
maintained for that purpose in The City 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.
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, INCLUDING, WITHOUT LIMITATION, THE
PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO
THE COMPANY'S SENIOR INDEBTEDNESS.
Page 5
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 FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:_____________________________
Authorized Officer
Page 6
[REVERSE OF NOTE]
JOHN DEERE CAPITAL CORPORATION
SUBORDINATED 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 First National Bank
of Chicago, 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.
Page 7
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.
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 of $1000 (provided
that any remaining principal amount of this Security shall not
be less than the Minimum Denomination specified on the face
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, if any, 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, if any, specified on the face
hereof until the redemption price is 100% of the unpaid
principal amount hereof. 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 or formula 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.
Page 8
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, if any, 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 Denomination specified on the face
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 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 9
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 10
Section 9. Modification and Waivers; Subordination;
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, 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 the 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 indebtedness evidenced by the Securities is, to the extent
and in the manner set forth in the Indenture, expressly
subordinated and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security
is issued subject to such provisions of the Indenture. Each
Holder of this Security, by accepting the same, agrees to and
shall be bound by such provisions of the Indenture and
authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate such
subordination as provided in the Indenture and appoints the
Trustee his attorney-in-fact for any and all such purposes.
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.
Page 11
Section 11. Minimum Denomination. Unless otherwise provided
on the face hereof, this Security is issuable only in
registered form without coupons in denominations of $1,000 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.
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 the office or 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 after 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 of Securities in certificated form 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 $1,000
(or such other Minimum Denomination specified on the face
hereof by the Company) or any amount in excess thereof which
is an integral multiple of $1,000 (or such Minimum
Denomination) 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 c/o First
Chicago Trust Company of New York, 14 Wall Street, 8th Floor,
Window 2, New York, NY 10005, Attention: Corporate Trust
Administration.
If less than the entire principal amount of this 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): $_________________________.
Dated:____________________________
________________________________________________________
Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of this
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.
Page 14