EXHIBIT 4.3
[FACE OF NOTE]
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FX -
JOHN DEERE CAPITAL CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES D,
Due from 9 Months to 30 Years from Date of Issue
(FIXED RATE)
If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "DEPOSITORY") or a nominee of the Depository, this
Security is a Global Security and the following two legends apply:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH
NOMINEE TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED STATES FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
ISSUE PRICE: OPTION TO ELECT REPAYMENT:
[ ]YES [ ] NO
ORIGINAL ISSUE DATE: OPTIONAL REPAYMENT DATE[S]:
STATED MATURITY DATE: MINIMUM DENOMINATIONS:
[ ] $1,000
SPECIFIED CURRENCY: [ ] Other:
United States Dollars:
[ ]YES [ ]NO ADDITIONAL AMOUNTS:
FOREIGN CURRENCY:
EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN DEFEASANCE: [ ]YES [ ]NO
SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ]YES [ ]NO COVENANT DEFEASANCE: [ ]YES [ ]NO
INTEREST RATE: TOTAL AMOUNT OF OID:
INTEREST PAYMENT DATES IF YIELD TO MATURITY:
OTHER THAN JULY 15 AND
JANUARY 15:
INITIAL ACCRUAL PERIOD OID:
REGULAR RECORD DATES IF OTHER
THAN JULY 1 AND JANUARY 1: OPTIONAL INTEREST RATE RESET DATES:
OPTIONAL REDEMPTION: OTHER/DIFFERENT PROVISIONS:
[ ]YES [ ]NO
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION
PERCENTAGE:
ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
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
______________ on the Stated Maturity Date shown above (except to the extent
redeemed or repaid prior to the Stated Maturity Date) and to pay interest, if
any, thereon at the Interest Rate shown above from the Original Issue Date shown
above or from the most recent Interest Payment Date to which interest, if any,
has been paid or duly provided for, semi-annually on 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, if any, shall
accrue on the amount so payable as a result of such delayed payment. For
purposes of this Security, unless otherwise specified on the face hereof,
"BUSINESS DAY" means any day, 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 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 calendar days prior to the Maturity Date, as the case
may be. Such request may be in writing (mailed or hand delivered) or by other
form of facsimile transmission. The Holder hereof may elect to receive payment
in such Specified Currency for all principal, premium, if any, and interest, if
any, payments and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice to the Trustee,
but written notice of any such revocation must be received by the Trustee on or
prior to the applicable Regular Record Date or at least 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 in U.S. dollars on the basis of
the noon buying rate in The City of New York for cable transfers
4
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 in an face here. 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,
in all cases, be deemed immediately following such redenomination to provide for
payment of that amount of redenominated currency representing the amount of such
obligations immediately before such redenomination. In no event shall any
adjustment be made to any amount payable hereunder as a result of any change in
the value of the Specified Currency shown above relative to any other currency
due solely to fluctuations in exchange rates.
Until this Security is paid in full or payment therefor in full is duly
provided for, the Company will at all times maintain a Paying Agent (which
Paying Agent may be the Trustee) in The City of New York (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
initially appointed Bank One Trust Company, National Association 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 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 forms 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 or prior to the applicable Regular Record Date. The principal of this
Security if the Specified Currency is a Foreign Currency, together with the
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 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,
5
any tax, assessment or governmental charge imposed upon payments will be
borne by the Holders of the Securities in respect of which such payments are
made.
Interest on this Security, if any, will be computed on the basis of a
360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT
LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE
COMPANY'S SENIOR INDEBTEDNESS.
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.
6
IN WITNESS WHEREOF, the Company has caused this Fixed Rate Subordinate
Medium-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
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:__________________________________
Authorized Officer
7
[REVERSE OF NOTE]
JOHN DEERE CAPITAL CORPORATION
SUBORDINATED 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 Bank One Trust Company, National Association (as
successor in interest to 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 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, 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 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
2
partial repayment, this Security shall be cancelled and a new Security or
Securities for the remaining principal amount hereof shall be issued in the name
of the Holder of this Security.
Section 5. 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; 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 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 the
Outstanding Securities of any series to waive on behalf of all of the Holders of
Securities of such series certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon
the Holder of this Security and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
The indebtedness evidenced by the Securities is, to the extent and in
the manner set forth in the Indenture, expressly subordinated and subject in
right of payment to the prior payment in full of all Senior Indebtedness, and
this Security is issued subject to such provisions of the Indenture. Each Holder
of this Security, by accepting the same, agrees to and shall be
3
bound by such provisions of the Indenture and authorizes and directs the Trustee
on his behalf to take such action as may be necessary or appropriate to
effectuate such subordination as provided in the Indenture and appoints the
Trustee his attorney-in-fact for any and all such purposes.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Security at the times, place and rate, and in the
Currency herein prescribed.
Section 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 DENOMINATION. Unless otherwise provided on the face
hereof, this Security is issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. If this Security is denominated in a Specified Currency
other than U.S. Dollars or is a Discount Security, this Security shall be
issuable in the denominations set forth on the face hereof.
Section 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 the office or Place of Payment for the
series of Securities of which this Security forms a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
If the registered owner of this Security is the Depository (such a
Security being referred to as a "GLOBAL SECURITY") and (i) the Depository is at
any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 60 days after notice to the
Company or (ii) an Event of Default occurs, the Company will issue Securities in
certificated form in exchange for this Global Security. In addition, the Company
may at any time, and in its sole discretion, determine not to have Securities
represented by a Global Security and, in such event, will issue Securities in
certificated form in exchange in whole for this Global Security. In any such
instance, an owner of a beneficial interest in this Global Security will be
entitled to physical delivery of Securities in certificated form equal in
principal amount to such beneficial interest and to have such Securities
registered in its name. Securities so issued in certificated form will be issued
in denominations of $1,000 (or such other Minimum Denomination specified on the
face hereof by the Company) or any amount in excess thereof which is an integral
multiple of $1,000 (or such Minimum Denomination) and will be issued in
registered form only, without coupons.
4
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, 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.
5
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay this Security (or the portion thereof specified below), pursuant to its
terms, on the Optional Repayment Date first occurring after the date of receipt
of the within Security as specified below (the "REPAYMENT DATE"), at a Repayment
Price equal to 100% of the principal amount thereof, together with interest
thereon accrued to the Repayment Date, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security with
the Option to Elect Repayment duly completed must be received at least 30 but
not more than 45 days prior to the Repayment Date (or, if such Repayment Date is
not a Business Day, the next succeeding Business Day) by the Company at its
office or agency in The City of New York, which will be located initially at the
office of the Trustee at c/o Bank One Trust Company, National Association, 153
West 51st, New York, NY 10019, Attention: Corporate Trust Administration.
If less than the entire principal amount of this Security is to be
repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple thereof) which is to be repaid: $__________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the
unpaid amount ($1,000 or any integral multiple of $1,000; PROVIDED that any
remaining principal amount of this Security shall not be less than the Minimum
Denomination): $________.
Dated:_____________
____________________________________________________
Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the
face of this Security in every particular without
alterations or enlargement or any change whatsoever.
6
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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:__________________________________________
_________________________
7
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.
8