EXHIBIT 4.6
[FACE OF NOTE]
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FL -
JOHN DEERE CAPITAL CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES C,
Due from 9 Months to 30 Years from Date of Issue
(FLOATING 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:
BASE RATE:
If LIBOR: [ ] LIBOR Telerate
[ ] LIBOR Reuters
[ ] Other:
Designated LIBOR Page:
Designated LIBOR Currency:
If CMT Rate,
Designated CMT Telerate Page:
Designated CMT Maturity Index:
INITIAL INTEREST RATE:
RENEWABLE: [ ] YES [ ] NO
RENEWAL DATE:
EXTENDIBLE: [ ] YES [ ] NO
FINAL MATURITY DATE:
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:
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 DENOMINATION:
[ ] $1,000
[ ] 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,
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 thereon at the
Initial 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, or determined by
reference to such other formula or adjusted in such other
manner, in each case calculated in accordance with the
provisions on the reverse hereof, until the principal hereof is
paid or duly made available for payment. The Company will pay
interest on each Interest Payment Date, if any, specified
above, commencing with the first Interest Payment Date next
succeeding the Original Issue Date, and on the Stated Maturity
Date, any Redemption Date or Repayment Date (each such day
being hereinafter referred to as a "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, if the
Specified Currency shown above is a Foreign Currency, 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 Base Rate, 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 LIBOR Currency (as defined below))
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 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 LIBOR Currency), Johannesburg and Zurich,
respectively.
Page 3
Interest on this Security will accrue from, and including, the
immediately preceding Interest Payment Date to which interest
has been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly
provided for) to, but excluding, the applicable Interest
Payment Date or the Maturity Date, as the case may be (each, an
"Interest Period"). The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture and subject to certain
exceptions described herein (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, 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 on such
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 on any
Interest Payment Date other than the Maturity Date ("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 any
such amounts so payable 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 or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Security 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
fifteen 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 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 Regular Record Date
or at least fifteen 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 the Securities are 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 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.
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 highest 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
from three recognized foreign exchange dealers (one of whom may
be the Exchange Rate Agent) selected by the Exchange Rate Agent
and approved by the Company for the purchase by the quoting
dealer 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
scheduled to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract. If three such
bid quotations are not available, payments will be made in the
Specified Currency. All currency exchange costs will be borne
by the Holder of the Securities by deductions from such
payments.
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 satisfy its obligations to the Holder of this
Security by making such payment 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 (or, if not so specified, as otherwise determined) by
the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such Specified Currency as computed by the Exchange
Rate Agent 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.
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), in which case, 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 each of the two
months set forth on the face hereof; and (vi) annually, the
third Wednesday of the month of each year set forth on the face
hereof; provided, however, that 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. 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 postponed to 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 8
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 next
preceding Interest Payment Date in respect of which interest,
if any, 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 to 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, if any, 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 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 last 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 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 (each
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 9
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; (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 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 immediately 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
immediately 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) would normally be 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 sometimes 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 10
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 First National Bank of Chicago 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
arithmetic 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 11
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 arithmetic 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 12
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 Rate". 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 arithmetic 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. 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.
Page 13
(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. If such rate does not appear on
Telerate Page 3750, LIBOR for such Interest Determination Date
will be determined as described in (iii) below,
(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 Designated LIBOR 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.
Page 14
"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.
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 A.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 but 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 cover page 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 15
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 16
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, according to their written records, 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 17
"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.
"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:
(i) 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 and (ii) 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 18
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 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) 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, 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.
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 60 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.
Page 19
Section 6. Sinking Fund. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking
fund.
Section 7. Discount Securities. If this Security (such
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.
Section 8. 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 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.
Page 20
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 on
this Security at the times, place and rate, and in the Currency
herein prescribed.
Section 9. 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 10. Minimum Denomination. Unless otherwise provided
on the face hereof, this Security is issuable only in
registered form without coupons issued 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 11. 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 is 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.
Page 21
If the registered owner of this Security is the Depository
(such a Security being referred to herein 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
determine not to have Securities represented by this Global
Security and, in such event, will issue Securities in
certificated form in exchange in whole for this Global Security
representing such Security. In any such instance, an owner of
a beneficial interest in a 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)
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 12. 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 13. 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 14. 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 22
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 "Repayment
Date" first occurring after the date of receipt of the within
Security as specified below, 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 this 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 24