EXHIBIT 4.1
[FACE OF NOTE]
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FX -
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES D
(FIXED RATE)
Due from 9 Months to 30 Years from Date of Issue
If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "DEPOSITORY") or a nominee of the Depository, this
Security is a Global Security and the following two legends apply:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED STATES FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
SPECIFIED CURRENCY:
United States Dollars: OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO
[ ] YES [ ] NO
OPTIONAL REPAYMENT DATE[S]:
FOREIGN CURRENCY: MINIMUM DENOMINATION:
[ ] $1,000
EXCHANGE RATE AGENT: [ ] Other:
OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY OTHER THAN ADDITIONAL AMOUNTS:
U.S. DOLLARS: [ ] YES [ ] NO
INTEREST RATE:
DEFEASANCE: [ ]YES [ ] NO
INTEREST PAYMENT DATES IF OTHER
THAN JULY 15 AND JANUARY 15:
COVENANT DEFEASANCE: [ ] YES [ ] NO
REGULAR RECORD DATES IF OTHER
THAN JULY 1 AND JANUARY 1:
TOTAL AMOUNT OF OID:
OPTIONAL REDEMPTION: [ ] YES [ ] NO
YIELD TO MATURITY:
INITIAL REDEMPTION DATE:
INITIAL ACCRUAL PERIOD OID:
INITIAL REDEMPTION PERCENTAGE:
OPTIONAL INTEREST RATE RESET DATES:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OTHER/DIFFERENT PROVISIONS:
SINKING FUND:
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 ______________
in the Specified Currency 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 has been paid or duly provided for, semi-annually on July 15 and
January 15 of each year (unless other Interest Payment Dates are shown on the
face hereof) (each, an "INTEREST PAYMENT DATE") until the principal hereof is
paid or made available for payment and on the Stated Maturity Date, any
Redemption Date or Repayment Date (such terms are together hereinafter referred
to as the "MATURITY DATE" with respect to the principal repayable on such date);
PROVIDED, HOWEVER, that any payment of principal (or premium, if any) or
interest, if any, to be made on any Interest Payment Date or on the Maturity
Date that is not a Business Day (as defined below) shall be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or the Maturity Date, as the case may be, and no
additional interest shall accrue on the amount so payable as a result of such
delayed payment. For purposes of this Security, unless otherwise specified on
the face hereof, "BUSINESS DAY" means any day, other than a Saturday or Sunday,
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 below) 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 Notes 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 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,, New Zealand dollars, Portuguese escudos, South African rand
and Swiss francs, the Principal Financial Center" shall be The City of New York,
Sydney, Melbourne (solely in the case of the specified currency), Toronto,
Auckland and Wellington (solely in the case of the specified currency), Lisbon,
Johannesburg and Zurich, respectively, and with respect to euros, the "Principal
Financial Center" shall be the principal financial center of such Participating
State as is selected (in the case of a payment) by the payee or (in the case of
a calculation) by the calculation agent. A "Participating State" means Austria,
Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands,
Portugal, and Spain.
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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 July 1 or January 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 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 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 or a specified portion of any payment or 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 calendar days prior to the Maturity Date, as the case may be. Such
request may be in writing (mailed or hand delivered) or by cable, telex or other
form of facsimile transmission. The Holder hereof may elect to receive payment
in such Specified Currency for all principal, premium, if any, and interest, if
any, payments and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice to the Trustee,
but written notice of any such revocation must be received by the Trustee on or
prior to the applicable Regular Record Date or at least fifteen calendar days
prior to the Maturity Date, as the case may be.
Notwithstanding the foregoing, if the Company determines that the Specified
Currency is not available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond the Company's
control, the Company will be entitled to satisfy its obligations to holders of
Foreign Currency Notes by making such payment
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in U.S. dollars on the basis of the noon buying rate in The City of New York for
cable transfers of the Specified Currency as certified for customs purposes (or,
if not so certified as otherwise determined) by the Federal Reserve Bank of New
York as computed by the Exchange Rate Agent on the second Business Day prior to
such payment or, if not then available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated on the face hereof. Any
payment made in United States dollars under such circumstances shall not
constitute an Event of Default (as defined in the Indenture).
In the event of an official redenomination of the Specified Currency, the
obligations of the Company with respect to payments on this Security shall be
deemed, immediately following such redenomination, to provide for payment of
that amount of redenominated currency representing the amount of such
obligations immediately before such redenomination. Except as set forth above,
in no event shall any adjustment be made to any amount payable hereunder as a
result of any change in the value of the Specified Currency shown above relative
to any other currency due solely to fluctuations in exchange rates.
Until this Security is paid in full or payment therefor in full is duly
provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of New York (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
initially appointed The Chase Manhattan Bank (National Association), at its
office in The City of New York as Paying Agent.
Unless otherwise shown above, payment of interest on this Security (other
than on the Maturity Date) will be made by check mailed to the registered
address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the Specified
Currency is U.S. dollars and the Holder hereof is the Holder of U.S. $10,000,000
or more in aggregate principal amount of Securities of the series of which this
Security is a part (whether having identical or different terms and provisions)
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 check mailed on the relevant Interest Payment
Date to the person entitled thereto as such address shall appear in the Security
Register or, at such Holder's option, by wire transfer to a bank account
maintained by the Holder hereof in the country of the Specified Currency, but
only if appropriate instructions have been received by the Trustee on prior to
the applicable Regular Record Date. The principal of this Security if the
Specified Currency is a Foreign Currency, together with interest accrued and
unpaid thereon, due at the Maturity Date shall be paid in immediately available
funds upon surrender of this Security at the corporate trust office of the
Trustee in The City of New York, or, at the Company's option, by wire transfer
to such bank account of immediately available funds to an account with a bank
designated at least fifteen calendar days prior to the Maturity Date by the
Holder hereof, provided, such bank has appropriate facilities to make such
payments and this Security is presented and surrendered at the office or agency
designated by the Company for such purpose in the borough of Manhattan, the City
of New York, in time for the Trustee to make such payments in such funds in
accordance with its normal procedures. 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 office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City and State of New York (or at such other location
as may be specified above). The Company will pay any administrative costs
imposed by banks in making
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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.
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.
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IN WITNESS WHEREOF, the Company has caused this Fixed Rate Meduim-Term
Note, Series D, Due from 9 Months to 30 Years from Date of Issue to be duly
executed under its facsimile corporate seal.
JOHN DEERE CAPITAL CORPORATION
By:
------------------------------------
Authorized Officer
Attest:
-----------------------------------
Secretary
Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture
THE CHASE MANHATTAN BANK,
as Trustee
By:
-----------------------------------------
Authorized Officer
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[REVERSE OF NOTE]
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES D
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 March 15, 1997, as
it may be supplemented from time to time (herein called the "INDENTURE"),
between the Company and The Chase Manhattan Bank (successor by merger to The
Chase Manhattan Bank (National Association)), Trustee (herein called the
"TRUSTEE", which term includes any successor trustee under the Indenture with
respect to a series of which this Security is a part), to which Indenture and
all indentures supplemental thereto, reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof which is unlimited
in aggregate principal amount.
Section 2. PAYMENTS. If the Specified Currency is other than U.S. dollars
and the Holder hereof fails to elect payment in such Specified Currency, the
amount of U.S. dollar payments to be made in respect hereof will be determined
by the Exchange Rate Agent specified on the face hereof or a successor thereto
(the "EXCHANGE RATE AGENT") based on the 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 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 denominated in a Foreign Currency 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 such
Specified Currency. All currency exchange costs will be borne by the Holder of
the Security 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 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 (or, if not so certified, 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.
All determinations referred to above made by the Exchange Rate Agent will
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, will be conclusive for all
purposes and binding on the Holder of this Security, and the Exchange Rate Agent
will 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 $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, 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 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 and stated maturities are to be redeemed, the Company in
its sole discretion shall select the particular Securities to be redeemed and
shall notify the Trustee in writing thereof at least 45 days prior to the
relevant redemption date.
Section 4. REPAYMENT. If so specified on the face hereof, this Security
shall be repayable prior to the Stated Maturity Date at the option of the Holder
on each applicable Optional Repayment Date shown on the face hereof at a
repayment price equal to 100% of the principal amount to be repaid, together
with accrued interest, 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 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.
2
Section 5. SINKING FUND. Unless otherwise specified on the face hereof,
this Security will not be subject to any sinking fund.
Section 6. 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.
Section 7. MODIFICATION AND WAIVERS; OBLIGATION OF THE COMPANY ABSOLUTE.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of Outstanding Securities affected thereby. The Indenture also contains
provisions permitting the Holders of not less than a majority in principal
amount of the Outstanding Securities at the time, on behalf of the Holders of
all Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also permit the Holders
of not less than a majority in principal amount of all Outstanding Securities of
any series to waive on behalf of all of the Holders of Securities of such series
certain past defaults under the Indenture and their consequences. Any such
consent or waiver shall be conclusive and binding upon the Holder of this
Security and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
The Securities are unsecured and rank PARI PASSU with all other unsecured
and unsubordinated indebtedness of the Company.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Security at the times, place and rate, and in the
Currency herein prescribed.
3
Section 8. 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 9. MINIMUM DENOMINATIONS. 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 10. REGISTRATION OF TRANSFER. As provided in the Indenture and
subject to certain limitations herein and therein set forth, the transfer of
this Security is registrable in the Security Register upon surrender of this
Security for registration of transfer at a Place of Payment for the series of
Securities of which this Security forms a part, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
If the registered owner of this Security is the Depository (such a Security
being referred to as a "GLOBAL SECURITY"), and (i) the Depository is at any time
unwilling or unable to continue as depository and a successor depository is not
appointed by the Company within 60 days following notice to the Company, or (ii)
an Event of Default occurs, the Company will issue Securities in certificated
form in exchange for this Global Security. In addition, the Company may at any
time, and in its sole discretion, determine not to have Securities represented
by a Global Security and, in such event, will issue Securities in certificated
form in exchange in whole for this Global Security. In any such instance, an
owner of a beneficial interest in this Global Security will be entitled to
physical delivery in certificated form of Securities equal in principal amount
to such beneficial interest and to have such Securities registered in its name.
Securities so issued in certificated form will be issued in denominations of
$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 11. 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,
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the principal of this Security may be declared due and payable in the manner and
with the effect provided in the Indenture.
Section 12. 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 13. GOVERNING LAW. 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 450 West 33rd Street, New York, New York 10001-2697.
If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple thereof) which is to be repaid: $_________.
If less than the entire principal amount of the within Security is to be
repaid, specify the denomination(s) of the Security(ies) to be issued for the
unpaid amount ($1,000 or any integral multiple of $1,000; provided that any
remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $__________.
Dated: ____
_____________
Note: The signature to this Option to Elect Repayment must correspond
with the name as written upon the face of the within Security in every
particular without alterations or enlargement or any change
whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ........Custodian........
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
................
(State)
Additional abbreviations may also be used though not in the above list.
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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.
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Dated ________________
SIGNATURE GUARANTEED: ________________________________________
___________________
_____________________
NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within
Security in every particular, without alteration or
enlargement or any change whatsoever.
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