_______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 16, 1999
(Date of earliest event reported)
JOHN DEERE CAPITAL CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-6458
(Commission File Number)
36-2386361
(IRS Employer Identification No.)
Suite 600
First Interstate Bank Building
1 East First Street
Reno, Nevada 89501
(Address of principal executive offices and zip code)
(702) 786-5527
(Registrant's telephone number, including area code)
_______________________________________
(Former name or former address, if changed since last report.)
_______________________________________________________________
<PAGE>
Item 5. Other Information Events.
John Deere Capital Corporation's net income was $37.4
million in the first quarter of 1999, compared with $30.6
million last year. First quarter results benefited from higher
gains on retail note sales, higher income on a larger average
receivable and lease portfolio, a temporary reduction in
leverage position, and improved financing spreads, partially
offset by higher operating costs.
Net receivables and leases financed by John Deere Capital
Corporation were $6.803 billion at January 31, 1999, compared
with $6.468 billion one year ago. The increase resulted from
acquisitions exceeding collections during the last 12 months,
partially offset by sales of retail notes. Net receivables and
leases administered, which include receivables previously sold,
totaled $8.580 billion at January 31, 1999, compared with
$7.482 billion at January 31, 1998.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
(4.1) Form of fixed rate note.
(4.2) Form of floating rate note.
(4.3) Form of single indexed fixed rate note.
(4.4) Form of single indexed floating rate note.
(4.5) Form of subordinated fixed rate note.
(4.6) Form of subordinated floating rate note.
(99) Press release and additional
information of Deere & Company.
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Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereto duly authorized.
JOHN DEERE CAPITAL CORPORATION
By: /s/ Frank S. Cottrell
_________________________
Frank S. Cottrell,
Secretary
Dated: February 16, 1999
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Exhibit Index
Number and Description of Exhibit
(4.1) Form of fixed rate note.
(4.2) Form of floating rate note.
(4.3) Form of single indexed fixed rate note.
(4.4) Form of single indexed floating rate note.
(4.5) Form of subordinated fixed rate note.
(4.6) Form of subordinated floating rate note.
(99) Press release and additional information of
Deere & Company (Incorporated by reference
to Deere & Company Current Report on Form 8-K
dated February 16, 1999, file number 1-4121).
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EXHIBIT 4.1
[FACE OF NOTE]
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FX -
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES C,
Due from 9 Months to 30 Years from Date of Issue
(FIXED RATE)
If the registered owner of this Security (as indicated below)
is The Depository Trust Company (the "Depository") or a
nominee of the Depository, this Security is a Global Security
and the following two legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water
Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and such
certificate issued is registered in the name of CEDE & CO., or
such other name as requested by an authorized representative
of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since
the registered owner hereof, CEDE & CO., has an interest
herein.
Unless and until this certificate is exchanged in whole or in
part for Securities in certificated form, this certificate may
not be transferred except as a whole by the Depository to a
nominee thereof or by a nominee thereof to the Depository or
another nominee of the Depository or by the Depository or any
such nominee to a successor of the Depository or a nominee of
such successor.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY"
AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE
PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
<PAGE>
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
SPECIFIED CURRENCY: United States Dollars: [ ] YES [ ] NO
Foreign Currency:
EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO
INTEREST RATE:
INTEREST PAYMENT DATES IF OTHER THAN MARCH 15 AND
SEPTEMBER 15:
REGULAR RECORD DATES IF OTHER THAN MARCH 1 AND SEPTEMBER 1:
OPTIONAL REDEMPTION: [ ] YES [ ] NO
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OTHER/DIFFERENT PROVISIONS:
OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO
OPTIONAL REPAYMENT DATE[S]:
MINIMUM DENOMINATION: [ ] $1,000 [ ] Other:
ADDITIONAL AMOUNTS:
DEFEASANCE: [ ] YES [ ] NO
COVENANT DEFEASANCE: [ ] YES [ ] NO
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
OPTIONAL INTEREST RATE RESET: [ ] YES [ ] NO
OPTIONAL INTEREST RATE RESET DATES:
SINKING FUND:
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JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (herein
referred to as the "Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
____________________________________________________, or
registered assigns, the principal sum of _______________ on
the Stated Maturity Date shown above (except to the extent
redeemed or repaid prior to the Stated Maturity Date) and to
pay interest, if any, thereon at the Interest Rate shown above
from the Original Issue Date shown above or from the most
recent Interest Payment Date to which interest, if any, has
been paid or duly provided for, semi-annually on March 15 and
September 15 of each year (unless other Interest Payment Dates
are shown on the face hereof) (each, an "Interest Payment
Date") until the principal hereof is paid or made available
for payment and on the Stated Maturity Date, any Redemption
Date or Repayment Date (such terms are together hereinafter
referred to as the "Maturity Date" with respect to the
principal repayable on such date); provided, however, that any
payment of principal (or premium, if any) or interest, if any,
to be made on any Interest Payment Date or on the Maturity
Date that is not a Business Day (as defined below) shall be
made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or the
Maturity Date, as the case may be, and no additional interest,
if any, shall accrue on the amount so payable as a result of
such delayed payment. For purposes of this Security, unless
otherwise specified on the face hereof, "Business Day" means
any day that is not a Saturday or Sunday and that is neither a
legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order
to close in The City of New York; provided, however, that, if
the Specified Currency from 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). "Principal Financial Center" means
the capital city of the country issuing the Specified Currency
except, that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders,
South African rand and Swiss francs, the "Principal Financial
Center" shall be The City of New York, Sydney and Melbourne,
Toronto, Frankfurt, Amsterdam, Johannesburg and Zurich,
respectively.
Any interest hereon is accrued from, and including, the
immediately 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
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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 March 1 or September 1 (whether or not a
Business Day), as the case may be, next preceding such
Interest Payment Date (unless other Regular Record Dates are
specified on the face hereof) (each, a "Regular Record Date");
provided, however, that, if this Security was issued between a
Regular Record Date and the initial Interest Payment Date
relating to such Regular Record Date, interest, if any, for
the period beginning on the Original Issue Date and ending on
such initial Interest Payment Date shall be paid on the
Interest Payment Date following the next succeeding Regular
Record Date to the Holder hereof on such next succeeding
Regular Record Date; and provided further that interest, if
any, payable on the Maturity Date will be payable to the
person to whom the principal hereof shall be payable. Any such
interest not so punctually paid or duly provided for 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 twelve 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 days prior to the
Maturity Date, as the case may be.
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
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immediately following such redenomination to provide for
payment of that amount of redenominated currency representing
the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to
any amount payable hereunder as a result of any change in the
value of the Specified Currency shown above relative to any
other currency due solely to fluctuations in exchange rates.
Until this Security is paid in full or payment therefor in
full is duly provided for, the Company will at all times
maintain a Paying Agent (which Paying Agent may be the
Trustee) in The City of New York (which, unless otherwise
specified above, shall be the "Place of Payment"). The Company
has initially appointed The Chase Manhattan Bank at its office
in The City of New York as Paying Agent.
Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by
check mailed to the registered address of the Holder hereof;
provided, however, that, if (i) the Specified Currency is U.S.
dollars and this is a Global Security or (ii) the Specified
Currency is a Foreign Currency, and the Holder has elected to
receive payments in such Specified Currency as provided for
above, such interest payments will be made by transfer of
immediately available funds, but only if appropriate
instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date. Simultaneously
with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder may provide appropriate instructions to
the Trustee, and all such payments will be made in immediately
available funds to an account maintained by the payee with a
bank, but only if such bank has appropriate facilities
therefor. Unless otherwise specified above, the principal
hereof (and premium, if any) and interest, 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 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.
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its facsimile corporate seal.
JOHN DEERE CAPITAL CORPORATION
By:_________________________________
James R. Jabanoski
Treasurer
Attest:______________________________
Michael A. Harring
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture
Dated: ____________________
THE CHASE MANHATTAN BANK,
as Trustee
By:________________________________
Authorized Officer
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<PAGE>
[REVERSE OF NOTE]
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
Section 1. General. This Security is one of a duly
authorized issue of securities (herein called the
"Securities") of the Company, issued and to be issued in one
or more series under an indenture, dated as of June 15, 1995,
as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and The Chase Manhattan
Bank, 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 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 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
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<PAGE>
payment date or, if the Market Exchange Rate is then not
available, on the basis of the most recently available Market
Exchange Rate or as otherwise indicated above.
All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion (except to the extent
expressly provided that any determination is subject to
approval by the Company) and, in the absence of manifest
error, shall be conclusive for all purposes and binding on the
Holder of this Security and the Exchange Rate Agent shall have
no liability therefor.
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
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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.
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
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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.
The Securities are unsecured and rank pari passu with all
other unsecured and unsubordinated indebtedness of the
Company.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any)
and interest, if any, on this Security at the times, place and
rate, and in the Currency herein prescribed.
Section 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 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 like authorized
denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
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If the registered owner of this Security is the Depository
(such a Security being referred to as a "Global Security"),
and (i)the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not
appointed by the Company within 90 days following notice to
the Company or (ii)an Event of Default occurs, the Company
will issue Securities in certificated form in exchange for
this Global Security. In addition, the Company may at any
time, and in its sole discretion, determine not to have
Securities represented by a Global Security and, in such
event, will issue Securities in certificated form in exchange
in whole for this Global Security. In any such instance, an
owner of a beneficial interest in this Global Security will be
entitled to physical delivery 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 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. Unless otherwise specified on the
face hereof, this Security shall be governed by and construed
in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof
specified below), pursuant to its terms, on the Optional
Repayment Date first occurring after the date of receipt of
this 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 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.
Page 12
<PAGE>
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 13
EXHIBIT 4.2
[FACE OF NOTE]
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FL -
JOHN DEERE CAPITAL CORPORATION
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.
<PAGE>
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:
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:
OPTIONAL INTEREST RATE RESET: [ ] YES [ ] NO
OPTIONAL INTEREST RATE RESET DATES:
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
OTHER/DIFFERENT PROVISIONS:
Page 2
<PAGE>
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 date being
hereinafter referred to as the "Maturity Date" with respect to
the principal repayable on such date); provided, however, that
any payment of principal (or premium, if any) or interest, if
any, to be made on any Interest Payment Date or on the
Maturity Date that is not a Business Day (as defined below)
shall be made on the next succeeding Business Day (except that
if the Base Rate specified above is LIBOR, and such day falls
in the next succeeding calendar month, such payment will be
made on the next preceding Business Day) as described on the
reverse hereof. For purposes of this Security, unless
otherwise specified on the face hereof, "Business Day" means
any day that is not a Saturday or Sunday and that is neither a
legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order
to close in The City of New York; provided, however, that, 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
<PAGE>
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 hereof 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 cable, telex or
other form of facsimile transmission. The Holder hereof may
elect to receive payment in such Specified Currency for all
principal 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
<PAGE>
In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to
payments on this Security shall, in all cases, be deemed
immediately following such redenomination to provide for
payment of that amount of redenominated currency representing
the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to
any amount payable hereunder as a result of any change in the
value of the Specified Currency shown above relative to any
other currency due solely to fluctuations in exchange rates.
Until this Security is paid in full or payment therefor in
full is duly provided for, the Company will at all times
maintain a Paying Agent (which Paying Agent may be the
Trustee) in The City of New York (which, unless otherwise
specified above, shall be the "Place of Payment"). The Company
has initially appointed The Chase Manhattan Bank at its office
in The City of New York as Paying Agent.
Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by
check mailed to the registered address of the Holder hereof;
provided, however, that, if (i) the Specified Currency is U.S.
dollars and this is a Global Security or (ii) the Specified
Currency is a Foreign Currency and the Holder has elected to
receive payments in such Specified Currency as provided for
above, such interest payments will be made by transfer of
immediately available funds, but only if appropriate
instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date. Simultaneously
with any election by the Holder hereof to receive payments in
respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder may provide appropriate instructions to
the Trustee, and all such payments will be made in immediately
available funds to an account maintained by the payee with a
bank, but only if such bank has appropriate facilities
therefor. Unless otherwise specified above, the principal
hereof (and premium, if any) and interest hereon payable on
the Maturity Date will be paid in immediately available funds
upon surrender of this Security at the office of the Trustee
maintained for that purpose in the Borough of Manhattan, The
City and State of New York (or at such other location as may
be specified above). The Company will pay any administrative
costs imposed by banks in making payments in immediately
available funds but, except as otherwise provided under
Additional Amounts above, any tax, assessment or governmental
charge imposed upon payments will be borne by the Holders of
the Securities in respect of which such payments are made.
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.
Page 5
<PAGE>
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:_________________________________
James R. Jabanoski
Treasurer
Attest:______________________________
Michael A. Harring
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture
Dated: ___________________
THE CHASE MANHATTAN BANK.
as Trustee
By: ________________________________
Authorized Officer
Page 6
<PAGE>
[REVERSE OF NOTE]
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
Section 1. General. This Security is one of a duly
authorized issue of securities (herein called the
"Securities") of the Company, issued and to be issued in one
or more series under an indenture, dated as of June 15, 1995,
as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and The Chase Manhattan
Bank, 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 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 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.
Page 7
<PAGE>
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
<PAGE>
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 of Funds Rate,
Federal Funds Rate, Prime Rate or LIBOR (each 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
<PAGE>
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.
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.
Page 10
<PAGE>
The Company will appoint and enter into an agreement with an
agent (a "Calculation Agent") to calculate the rate of
interest on the Securities of this series which bear interest
at a floating rate. Unless otherwise set forth on the face
hereof, The Chase Manhattan Bank 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) (as defined below),
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
(as defined below) under the caption "CDS (Secondary Market)".
If by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date such rate is
not yet published in either H.15(519) or H.15 Daily Update,
the CD Rate on such Interest Determination Date will be
calculated by the Calculation Agent and will be the average of
the secondary market offered rates as of 10:00 A.M., New York
City time, on such Interest Determination Date, of three
leading non-bank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by
the Calculation Agent (after consultation with the Company)
for negotiable certificates of deposit of major United States
money market banks of the highest credit standing (in the
market for negotiable certificates of deposit) having a
remaining maturity closest to the Index Maturity set forth on
the face hereof in a denomination of U.S. $5,000,000;
provided, however, that, if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate for the period commencing on the
Interest Reset Date following such Interest Determination Date
will be the interest rate in effect on such Interest
Determination Date. "H.15(519)" means the weekly statistical
release designated as such, or any successor publication,
published by the Board of Governors of the Federal Reserve
System. "H.15 Daily Update" means the daily update of
H.15(519), available through the world-wide-web site of the
Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any
successor site or publication.
Page 11
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Determination of Commercial Paper Rate. If the Base Rate set
forth on the face hereof is the Commercial Paper Rate, this
Security will bear interest for each Interest Reset Period at
the interest rate calculated with reference to the Commercial
Paper Rate and the Spread, Spread Multiplier or other formula,
if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "Commercial Paper Rate" means,
with respect to any Interest Determination Date pertaining
thereto, the Money Market Yield (calculated as described
below) of the rate on such date for commercial paper having
the Index Maturity set forth on the face hereof, as such rate
shall be published in H.15(519) under the caption "Commercial
Paper - Nonfinancial" or, if not yet published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Commercial Paper Rate shall
be the Money Market Yield of the rate on such Interest
Determination Date for commercial paper having the Index
Maturity set forth on the face hereof as published in H.15
Daily Update under the caption "Commercial Paper -
Nonfinancial". If by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination
Date such rate is not yet published in either H.15(519) or
H.15 Daily Update, the Commercial Paper Rate on such Interest
Determination Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the average of
the offered rates as of 11:00 A.M., New York City time, on
such Interest Determination Date of three leading dealers in
commercial paper in The City of New York selected by the
Calculation Agent (after consultation with the Company) for
commercial paper having the Index Maturity set forth on the
face hereof placed for an industrial issuer whose bond rating
is "Aa", or the equivalent, from a nationally recognized
securities rating agency; provided, however, that, if the
dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the interest rate for
the period commencing on the Interest Reset Date following
such Interest Determination Date will be the interest rate in
effect on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following
formula:
MONEY MARKET YIELD = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed
as a decimal; and "M" refers to the actual number of days in
the Interest Period for which interest is being calculated.
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Determination of Federal Funds Rate. If the Base Rate set
forth on the face hereof is the Federal Funds Rate, this
Security will bear interest for each Interest Reset Period at
the interest rate calculated with reference to the Federal
Funds Rate and the Spread, Spread Multiplier or other formula,
if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "Federal Funds Rate" means, with
respect to any Interest Determination Date pertaining thereto,
the rate on such date for federal funds as published in
H.15(519) under the caption "Federal Funds (Effective)" or, if
not yet published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination
Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in H.15 Daily Update under the
caption "Federal Funds (Effective)". If by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Interest
Determination Date such rate is not yet published in either
H.15(519) or H.15 Daily Update, the Federal Funds Rate for
such Interest Determination Date will be calculated by the
Calculation Agent and will be the average of the rates for the
last transaction in overnight federal funds arranged by three
leading dealers of federal funds transactions in The City of
New York, which dealers have been selected by the Calculation
Agent (after consultation with the Company), as of 9:00 A.M.,
New York City time, on such Interest Determination Date;
provided, however, that, if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate for the period commencing on the
Interest Reset Date following such Interest Determination Date
will remain the interest rate in effect on such Interest
Determination Date.
Determination of LIBOR. If the Base Rate set forth on the face
hereof is LIBOR, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with
reference to LIBOR and the Spread, Spread Multiplier or other
formula, if any, set forth on the face hereof. Unless
otherwise set forth on the face hereof, "LIBOR" means the rate
determined by the Calculation Agent in accordance with the
following provisions:
(i) If "LIBOR Reuters" is specified on the face hereof,
LIBOR will be the average of the offered rates for deposits in
the LIBOR Currency having the Index Maturity set forth on the
face hereof on the applicable Interest Reset Date, as such
rates appear on the Designated LIBOR Page as of 11:00 A.M.,
London time, on that Interest Determination Date, if at least
two such offered rates appear on the Designated LIBOR Page.
(ii) If "LIBOR Telerate" is specified on the face hereof,
LIBOR will be the rate for deposits in the LIBOR Currency
having the Index Maturity set forth on the face hereof on the
applicable Interest Reset Date, as such rates appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on that
Interest Determination Date. If such rate does not appear,
LIBOR for such Interest Determination Date will be determined
as described in (iii) below.
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<PAGE>
(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 A.M., 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.
"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.
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Determination of Prime Rate. If the Base Rate set forth on the
face hereof is the Prime Rate, this Security will bear
interest for each Interest Reset Period at the interest rate
calculated with reference to the Prime Rate and the Spread,
Spread Multiplier or other formula, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof,
the "Prime Rate" means, with respect to any Interest
Determination Date pertaining thereto, the rate on such date
as published in H.15(519) under the caption "Bank Prime Loan"
or, if not yet published by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination
Date, the rate on such Interest Determination Date as
published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such
rate, under the caption "Bank Prime Loan."
If the rate is not published in H.15 (519), H.15 Daily Update
or another recognized electronic source by 3:00 P.M., New York
City time, on the Calculation Date, then the Calculation Agent
will determine the Prime Rate to be the average of the of the
rates of interest publicly announced by each bank that appears
on the Reuters screen designated as "US Prime 1" as that
bank's prime rate or base lending rate as in effect for that
Interest Determination Date. If at least one rate 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 face hereof under the caption
"AVGE INVEST YIELD" on the display on Telerate on page 56 (or
any other page as may replace such page on such service)
("Telerate Page 56") or page 57 (or any other page as may
replace such page on such service) ("Telerate Page 57") by
3:00 P.M., New York City time, on the Calculation date for
that Interest Determination Date.
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.
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<PAGE>
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.
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
Page 16
<PAGE>
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.
"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.
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<PAGE>
"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.
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 such amount 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.
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<PAGE>
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 canceled
and a new Security or Securities for the remaining principal
amount hereof shall be issued in the name of the Holder of
this Security.
Section 6. 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.
Page 19
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Section 8. Modification and Waivers; Obligation of the
Company Absolute. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series.
Such amendment may be effected under the Indenture at any time
by the Company and the Trustee with the consent of the Holders
of not less than a majority in principal amount of all
Outstanding Securities affected thereby. The Indenture also
contains provisions permitting the Holders of not less than a
majority in principal amount of the Outstanding Securities at
the time, on behalf of the Holders of all Outstanding
Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also
permit the Holders of not less than a majority in principal
amount of all Outstanding Securities of any series to waive on
behalf of all of the Holders of Securities of such series
certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive
and binding upon the Holder of this Security and upon all
future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
The Securities are unsecured and rank pari passu with all
other unsecured and unsubordinated indebtedness of the
Company.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any)
and interest 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 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 20
<PAGE>
If the registered owner of this Security is the Depository
(such a Security being referred to as a "Global Security") and
(i) the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not
appointed by the Company within 90 days following notice to
the Company or (ii) an Event of Default occurs, the Company
will issue Securities in certificated form in exchange for
this Global Security. In addition, the Company may at any time
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 representing such 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) 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.
Page 21
<PAGE>
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
<PAGE>
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 this
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 450 West
33rd Street, New York, New York 10001-2697.
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.
Page 23
<PAGE>
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
EXHIBIT 4.3
[FACE OF NOTE]
CUSIP NO.
REGISTERED FACE AMOUNT
PRINCIPAL AMOUNT
No. FX -
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
(SINGLE INDEXED NOTE)
(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 FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
<PAGE>
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO
Foreign Currency:
EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO
INTEREST RATE:
INDEXED CURRENCY:
United States Dollars: [ ] YES [ ] NO
Foreign Currency:
PRINCIPAL FINANCIAL CENTER:
BASE EXCHANGE RATE:
DETERMINATION AGENT:
REFERENCE DEALERS:
1. ________________________
2. ________________________
3. ________________________
INTEREST PAYMENT DATES IF OTHER
THAN MARCH 15 AND SEPTEMBER 15:
REGULAR RECORD DATES IF OTHER
THAN MARCH 1 AND SEPTEMBER 1:
OPTIONAL REDEMPTION: [ ] YES [ ] NO
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
OTHER/DIFFERENT PROVISIONS:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
RENEWABLE: [ ] YES [ ] NO
RENEWAL DATE:
EXTENDIBLE: [ ] YES [ ] NO
FINAL MATURITY DATE:
SINKING FUND:
OPTION TO ELECT REPAYMENT:
[ ] YES [ ] NO
OPTIONAL REPAYMENT DATE[S]:
MINIMUM DENOMINATIONS:
[ ] $100,000
[ ] $25,000
[ ] Other:
ADDITIONAL AMOUNTS:
DEFEASANCE: [ ] YES [ ] NO
COVENANT DEFEASANCE: [ ] YES [ ] NO
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
OPTIONAL INTEREST RATE RESET DATES:
Page 2
<PAGE>
JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (herein
referred to as the "Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
__________________________________, or registered assigns, in
the Specified Currency on the Stated Maturity Date shown above
(except to the extent redeemed or repaid prior to the Stated
Maturity Date), the principal sum of _____________, plus or
minus an amount determined by the Determination Agent (as
defined below) in accordance with the formula set forth below,
and to pay interest on the Face Amount as described below and
on the reverse hereof.
If the Spot Rate exceeds or equals the Base Exchange Rate, the
principal amount of this Security payable on the Maturity Date
(as defined below) shall equal:
Face Amount + (Face Amount x Spot Rate - Base Exchange Rate)
------------------------------
Spot Rate
If the Base Exchange Rate exceeds the Spot Rate, the principal
amount of this Security payable on the Maturity Date shall
equal:
Face Amount - (Face Amount x Base Exchange Rate - Spot Rate)
------------------------------
Spot Rate
; provided, however, that in no event shall such principal
amount be less than zero.
In making the above calculations, the (i) "Base Exchange Rate"
is the exchange rate specified as such above and (ii) "Spot
Rate" is the rate at which the Specified Currency can be
exchanged for the Indexed Currency (such rate stated as units
of Indexed Currency per unit of the Specified Currency) as
determined on the second Exchange Rate Day prior to the
Maturity Date (the "Determination Date") by the Determination
Agent based upon the arithmetic mean of the open market spot
offer quotations for such Indexed Currency (spot bid
quotations for the Specified Currency) obtained by the
Determination Agent from the Reference Dealers in The City of
New York at 11:00 A.M., New York City time, on the
Determination Date, for an amount of Indexed Currency equal to
the Face Amount of this Security multiplied by the Base
Exchange Rate, in terms of the Specified Currency for
settlement on the Maturity Date. If such quotations from the
Reference Dealers are not available on the
Page 3
<PAGE>
Determination Date due to circumstances beyond the control of
the Company or the Determination Agent, the Spot Rate will be
determined on the basis of the most recently available
quotations from the Reference Dealers. If any of the
Reference Banks shall be unwilling or unable to provide the
requested quotations, the Company may select other major money
center bank or banks in The City of New York, in consultation
with the Determination Agent, to act as Reference Dealer or
Dealers in replacement therefor. In the absence of manifest
error, the determination by the Determination Agent of the
Spot Rate and the principal amount of this Security payable on
the Maturity Date shall be final and binding on the Company
and the Holder (as defined below) of this Security.
The Company shall pay interest on the Face Amount hereof 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 March 15 and September 15 of each year (unless
other Interest Payment Dates are shown on the face hereof)
(each, an "Interest Payment Date") until the principal hereof
is paid or made available for payment and on the Stated
Maturity Date, any Redemption Date or Repayment Date (such
terms are together hereinafter referred to as the "Maturity
Date" with respect to the principal repayable on such date);
provided, however, that any payment of principal (or premium,
if any) or interest, if any, to be made on any Interest
Payment Date or on the Maturity Date that is not a Business
Day (as defined below) shall be made on the next succeeding
Business Day with the same force and effect as if made on such
Interest Payment Date or the Maturity Date, as the case may
be, and no additional interest shall accrue on the amount so
payable as a result of such delayed payment. For purposes of
this Security, unless otherwise specified on the face hereof,
"Business Day" means any day that is not a Saturday or Sunday
and that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation
or executive order to close in The City of New York; provided,
however, that, with respect to foreign currency Notes, such
day is also not a day on which commercial banks are authorized
or required by law, regulation or executive order to close in
the Principal Financial Center (as defined) of the country
issuing the Specified Currency (or, if the Specified Currency
is the euro, such day is also a day on which the Trans-
European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open); provided, further, that, with
respect to Securities as to which LIBOR is an applicable
interest rate basis, such day is also a London Business Day.
"London Business Day" means a day on which commercial banks
are open for business (including dealings in the designated
LIBOR Currency) in London. "Principal Financial Center" means
(i) the capital city of the country issuing the Specified
Currency or (ii) the capital city of the country to which the
designated LIBOR Currency relates, as applicable, except, in
the case of (i) or (ii) above, that with respect to United
States dollars, Australian dollars, Canadian dollars, Deutsche
marks, Dutch guilders, Portuguese escudos, South African rand
and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Sydney and (solely in the case of the
Specified Currency) Melbourne, Toronto, Frankfurt, Amsterdam,
London (solely in the case of the designated LIBOR Currency),
Johannesburg and Zurich, respectively.
Page 4
<PAGE>
Interest hereon is accrued from, and including, the next
preceding Interest Payment Date in respect of which interest
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 so payable,
and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture (referred to
on the reverse hereof), be paid to the person (the "Holder")
in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the
March 1 or September 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date (unless
other Regular Record Dates are specified on the face hereof)
(each, a "Regular Record Date"); provided, however, that, if
this Security was issued between a Regular Record Date and the
initial Interest Payment Date relating to such Regular Record
Date, interest 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 payable on the Maturity Date will be payable to the
person to whom the principal hereof shall be payable. Any
such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid
to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business
on a special record date (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee
(referred to on the reverse hereof), notice whereof shall be
given to the Holder of this Security not less than ten days
prior to such Special Record Date, or may be paid at any time
in any other lawful manner, all as more fully provided in the
Indenture.
Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the
Specified Currency shown above unless the Holder hereof makes
the election described below. If the Specified Currency shown
above is other than U.S. dollars, the Exchange Rate Agent
(referred to on the reverse hereof) will arrange to convert
all payments in respect hereof into U.S. dollars in the manner
described on the reverse hereof; provided, however, that the
Holder hereof may, if so indicated above, elect to receive all
payments in such Specified Currency by delivery of a written
request to the corporate trust office of the Trustee, on or
prior to the applicable Regular Record Date or at least
sixteen days prior to the Maturity Date, as the case may be.
Such request may be in writing (mailed or hand delivered) or
by cable, telex or other form of facsimile transmission. The
Holder hereof may elect to receive payment in such Specified
Currency for all principal, premium, if any, and interest, if
any, payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the
applicable Regular Record Date or at least sixteen days prior
to the Maturity Date, as the case may be.
Page 5
<PAGE>
Notwithstanding the foregoing, if the Company determines that
the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or
other circumstances beyond the Company's control, or is no
longer used by the government of the country issuing such
currency or for the settlement of transactions by public
institutions of or within the international banking community,
then the Holder hereof may not so elect to receive payments in
the Specified Currency and any such outstanding election shall
be automatically suspended, until the Company determines that
the Specified Currency is again available for making such
payments.
In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to
payments on this Security shall be deemed, immediately
following such redenomination, to provide for payment of that
amount of redenominated currency representing the amount of
such obligations immediately before such redenomination.
Except as set forth above, in no event shall any adjustment be
made to any amount payable hereunder as a result of any change
in the value of the Specified Currency shown above relative to
any other currency due solely to fluctuations in exchange
rates.
Until this Security is paid in full or payment therefor in
full is duly provided for, the Company will at all times
maintain a Paying Agent (which Paying Agent may be the
Trustee) in The City of New York (which, unless otherwise
specified above, shall be the "Place of Payment"). The
Company has initially appointed The Chase Manhattan Bank
(National Association), at its office in The City of New York
as Paying Agent.
Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by
check mailed to the registered address of the Holder hereof;
provided, however, that, if (i) the Specified Currency is U.S.
dollars and this is a Global Security or (ii) the Specified
Currency is a Foreign Currency, and the Holder has elected to
receive payments in such Specified Currency as provided for
above, such interest payments will be made by transfer of
immediately available funds, but only if appropriate
instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date.
Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency
(if other than U.S. dollars), such Holder may provide
appropriate instructions to the Trustee, and all such payments
will be made in immediately available funds to an account
maintained by the payee with a bank, but only if such bank has
appropriate facilities therefor. Unless otherwise specified
above, the principal hereof (and premium, if any) and interest
hereon payable on the Maturity Date will be paid in
immediately available funds upon surrender of this Security at
the office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City and State of New York (or at
such other location as may be specified above). The Company
will pay any administrative costs imposed by banks in making
payments in immediately available funds but, except as
otherwise provided under Additional Amounts above, any tax,
assessment or governmental charge imposed upon payments will
be borne by the Holders of the Securities in respect of which
such payments are made.
Page 6
<PAGE>
Interest on this Security, if any, will be computed on the
basis of a 360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its facsimile corporate seal.
JOHN DEERE CAPITAL CORPORATION
By: _____________________________
Attest: _____________________________
Secretary
Dated: ___________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee
By: _____________________________
Authorized Officer
Page 7
<PAGE>
[REVERSE OF NOTE]
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
Section 1. General. This Security is one of a duly
authorized issue of securities (herein called the
"Securities") of the Company, issued and to be issued in one
or more series under an indenture, dated as of June 15, 1995,
as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank
(National Association), Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture
with respect to a series of which this Security is a part), to
which indenture and all indentures supplemental thereto,
reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof which is
unlimited in aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in
such Specified Currency, the amount of U.S. dollar payments to
be made in respect hereof will be determined by the Exchange
Rate Agent specified on the face hereof or a successor thereto
(the "Exchange Rate Agent") based on the bid quotation in The
City of New York at approximately 11:00 A.M., New York City
time, on the second Business Day preceding the applicable
payment date by the Exchange Rate Agent for the purchase by
the Exchange Rate Agent of the Specified Currency for U.S.
dollars for settlement on such payment date in the aggregate
amount of the Specified Currency payable to all Holders of
Securities denominated in a Foreign Currency scheduled to
receive U.S. dollar payments and at which the Exchange Rate
Agent commits to execute a contract. If such bid quotation is
not available, payments will be made in such Specified
Currency.
Except as set forth below, if the Specified Currency is other
than U.S. dollars and the Specified Currency is not available
due to the imposition of exchange controls or to other
circumstances beyond the Company's control, the Company will
be entitled to make payments in U.S. dollars on the basis of
the noon buying rate in The City of New York for cable
transfers of such Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market
Exchange Rate") for such Specified Currency on the second
Business Day prior to the applicable payment date or, if the
Market Exchange Rate is then not available, on the basis of
the most recently available Market Exchange Rate or as
otherwise indicated above.
All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion (except to the extent
expressly provided that any determination is subject to
approval by the Company) and, in the absence of manifest
error, shall be conclusive for all purposes and binding on the
Holder of this Security, and the Exchange Rate Agent shall
have no liability therefor.
Page 8
<PAGE>
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 equal to the minimum
authorized denomination (provided that any remaining principal
amount of this Security shall not be less than the minimum
authorized denomination hereof) on or after the date
designated as the Initial Redemption Date on the face hereof
at 100% of the unpaid principal amount hereof or the portion
thereof redeemed (or, if this Security is a Discount Security,
such lesser amount as is provided for below) multiplied by the
Initial Redemption Percentage specified on the face hereof,
together with accrued interest to the Redemption Date. Such
Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by an amount equal
to the Annual Redemption Percentage Reduction until the
redemption price is 100% of such amount. The Company may
exercise such option by causing the Trustee to mail a notice
of such redemption at least 30 but not more than 60 days prior
to the Redemption Date. In the event of redemption of this
Security in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof. If less than all
of the Securities with like tenor and terms to this Security
are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall
deem fair and appropriate. However, if less than all the
Securities of the series, of which this Security is a part,
with differing issue dates, interest rates and stated
maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be
redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date.
Section 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 to the Repayment Date. In order for
this Security to be repaid, the Trustee must receive at least
30 but not more than 45 days prior to an Optional Repayment
Date, this Security with the form attached hereto entitled
"Option to Elect Repayment" duly completed. Any tender of
this Security for repayment shall be irrevocable. The
repayment option may be exercised by the Holder of this
Security in whole or in part in increments of $1,000 (provided
that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof).
Upon any partial repayment, this Security shall be canceled
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 9
<PAGE>
Section 5. Renewable Securities. If so specified on the face
hereof, this Security will automatically be renewed at the
maturity date stated on the face hereof unless the Holder of
this Renewable Security elects to terminate the automatic
extension feature by giving notice in the manner described in
the related pricing supplement.
The holder of this Renewable Security must give notice of
termination at least 15 but not more than 30 days prior to the
Renewal Date. The Holder of a Renewable Security may
terminate the automatic extension for less than all of their
Renewable Securities only if the related pricing supplement
specifically permits partial termination. An election to
terminate the automatic extension of any portion of a
Renewable Security is not revocable and will be binding on the
Holder of this Security. If the Holder elects to terminate
the automatic extension of the maturity of this Security, the
Holder will become entitled to the principal and interest
accrued up to the Renewal Date. On the face hereof a final
maturity date beyond which the maturity date cannot be renewed
will be specified.
Section 6. Extendible Securities. If so specified on the
face hereof, the Stated Maturity Date of this Security may be
extended at the Company's option (an "Extendible Security")
for one or more whole year periods (each an "Extension
Period"), up to but not beyond a final maturity date stated on
the face hereof (but not to exceed 30 years from the date of
issue).
The Company may exercise its option to extend the Extendible
Security by notifying the Trustee (or any duly appointed
paying agent) at least 45 but not more than 60 days prior to
the then effective Maturity Date. If the Company elects to
extend the Extendible Security, the Trustee (or paying agent)
will mail (at least 40 days prior to the Maturity Date) to the
registered Holder a notice ("Extension Notice") informing the
Holder of this election, the new Maturity Date and any updated
terms. Upon the mailing of the Extension Notice, the maturity
of this Security will be extended automatically as set forth
in the Extension Notice.
However, the Company may, not later than 20 days prior to the
Maturity Date of an Extendible Security (or, if such date is
not a Business Day, on the immediately succeeding Business
Day), at the Company's option, establish a higher interest
rate for the Extension Period by mailing or causing the
Trustee (or paying agent) to mail notice of such higher
interest rate to the Holder of the Security. The notice will
be irrevocable.
Page 10
<PAGE>
If the Company elects to extend the maturity of an Extendible
Security, the Holder will have the option to instead elect
repayment of this Security on the then effective Maturity
Date. In order for an Extendible Security to be so repaid on
the Maturity Date, the Company must receive, at least 15 days
but not more than 30 days prior to the Maturity Date:
(1) this Security with the form attached hereto entitled
"Option to Elect Repayment" duly completed; or
(2) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. (the "NASD")
or a commercial bank or trust company in the United States
setting forth the name of the Holder of this Security, the
principal amount of this Security, the principal amount of
this Security to be repaid, the certificate number or a
description of the tenor and terms of this Security, a
statement that the option to elect repayment is being
exercised thereby and a guarantee that this Security to be
repaid, together with the duly completed form entitled "Option
to Elect Repayment", will be received by the Trustee (or
paying agent) not later than the fifth Business Day after the
date of the telegram, telex, facsimile transmission or letter;
provided, however, that the telegram, telex, facsimile
transmission or letter shall only be effective if this
Security and form duly completed are received by the Trustee
(or paying agent) by that fifth Business Day. The option may
be exercised by the Holder of an Extendible Security for less
than the aggregate principal amount of this Security then
outstanding if the principal amount of this Security remaining
outstanding after repayment is an authorized denomination.
Section 7. Sinking Fund. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking
fund.
Section 8. Discount Securities. If this Security, (such a
Security being referred to as a "Discount Security") (a) has
been issued at an Issue Price lower, by more than a de minimis
amount (as determined under United States federal income tax
rules applicable to original issue discount instruments), than
the principal amount hereof and (b) would be considered an
original issue discount security for United States federal
income tax purposes, then the amount payable on this Security
in the event of redemption by the Company, repayment at the
option of the Holder or acceleration of the maturity hereof,
in lieu of the principal amount due at the Stated Maturity
Date hereof, shall be the Amortized Face Amount (as defined
below) of this Security as of the date of such redemption,
repayment or acceleration. The "Amortized Face Amount" of
this Security shall be the amount equal to the sum of (a) the
Issue Price (as set forth on the face hereof) plus (b) the
aggregate of the portions of the original issue discount (the
excess of the amounts considered as part of the "stated
redemption price at maturity" of this Security within the
meaning of Section 1273(a)(2) of the Internal Revenue Code of
1986, as amended (the "Code"), whether denominated as
principal or interest, over the Issue Price of this Security)
which shall theretofore have accrued pursuant to Section 1272
of the Code (without regard to Section 1272(a)(7) of the Code)
from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the
"stated redemption price at maturity" of this Security which
has been paid on this Security from the date of issue to the
date of determination.
Page 11
<PAGE>
Section 9. 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, on behalf
of the Holders of all Outstanding Securities, to waive
compliance by the Company with certain provisions of the
Indenture. Provisions in the Indenture also permit the
Holders of not less than a majority in principal amount of all
Outstanding Securities of any series to waive on behalf of all
of the Holders of Securities of such series certain past
defaults under the Indenture and their consequences. Any such
consent or waiver shall be conclusive and binding upon the
Holder of this Security and upon all future Holders of this
Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Security.
The Securities are unsecured and rank pari passu with all
other unsecured and unsubordinated indebtedness of the
Company.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any)
and interest, if any, on this Security at the times, place and
rate, and in the Currency herein prescribed.
Section 10. Defeasance and Covenant Defeasance. The
Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Security
and (b) certain restrictive covenants and the related defaults
and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply
to this Security, unless otherwise specified on the face
hereof.
Section 11. Authorized Denominations. Unless otherwise
provided on the face hereof, this Security is issuable only in
registered form without coupons in denominations of (i) if
this Security is a Global Security (as defined below),
$100,000 or any amount in excess thereof which is an integral
multiple of $1,000 or (ii) if this Security is not a Global
Security, in denominations of $25,000 or any amount in excess
thereof which is an integral multiple of $1,000. If this
Security is denominated in a Specified Currency other than
U.S. Dollars or is a Discount Security, this Security shall be
issuable in the denominations set forth on the face hereof.
Page 12
<PAGE>
Section 12. Registration of Transfer. As provided in the
Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Security is
registrable in the Security Register upon surrender of this
Security for registration of transfer at a Place of Payment
for the series of Securities of which this Security forms a
part, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more
new Securities of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
If the registered owner of this Security is the Depository
(such a Security being referred to as a "Global Security"),
and (i) the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not
appointed by the Company within 90 days following notice to
the Company, or (ii) an Event of Default occurs, the Company
will issue Securities in certificated form in exchange for
this Global Security. In addition, the Company may at any
time, and in its sole discretion, determine not to have
Securities represented by a Global Security and, in such
event, will issue Securities in certificated form in exchange
in whole for this Global Security. In any such instance, an
owner of a beneficial interest in this Global Security will be
entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name.
Securities so issued in certificated form will be issued in
denominations of $25,000 (or such other denomination as shall
be specified by the Company) or any amount in excess thereof
which is an integral multiple of $1,000 and will be issued in
registered form only, without coupons.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder as the owner
hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
Section 13. Events of Default. If an Event of Default with
respect to the Securities of the series of which this Security
forms a part shall have occurred and be continuing, the
principal of this Security may be declared due and payable in
the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security
which are defined in the Indenture and are not otherwise
defined herein shall have the meanings assigned to them in the
Indenture.
Section 15. Governing Law. Unless otherwise specified on the
face hereof, this Security shall be governed by and construed
in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.
Page 13
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof
specified below), pursuant to its terms, on the Optional
Repayment Date first occurring after the date of receipt of
the within Security as specified below (the "Repayment Date"),
at a Repayment Price equal to 100% of the principal amount
thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:
___________________________________________________________
___________________________________________________________
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this
Security with the Option to Elect Repayment duly completed
must be received at least 30 but not more than 45 days prior
to the Repayment Date (or, if such Repayment Date is not a
Business Day, the next succeeding Business Day) by the Company
at its office or agency in The City of New York, which will be
located initially at the office of the Trustee at 4 Chase
Metrotech Center, Brooklyn, New York 11245.
If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which
shall be $1,000 or an integral multiple thereof) which is to
be repaid: $___________________.
If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the
Security(ies) to be issued for the unpaid amount ($1,000 or
any integral multiple of $1,000; provided that any remaining
principal amount of this Security shall not be less than the
minimum denomination of such Security): $_________________.
Dated: _____________________
_______________________________________________________
Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the
within Security in every particular without alterations or
enlargement or any change whatsoever.
Page 14
<PAGE>
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 15
EXHIBIT 4.4
[FACE OF NOTE]
CUSIP NO.
REGISTERED FACE AMOUNT
PRINCIPAL AMOUNT
No. FL -
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
(SINGLE INDEXED NOTE)
(FLOATING RATE)
Due from 9 Months to 30 Years from Date of Issue
If the registered owner of this Security (as indicated below)
is The Depository Trust Company (the "Depository") or a
nominee of the Depository, this Security is a Global Security
and the following two legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water
Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and such
certificate issued is registered in the name of CEDE & CO., or
such other name as requested by an authorized representative
of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since
the registered owner hereof, CEDE & CO., has an interest
herein.
Unless and until this certificate is exchanged in whole or in
part for Notes in certificated form, this certificate may not
be transferred except as a whole by the Depository to a
nominee thereof or by a nominee thereof to the Depository or
another nominee of the Depository or by the Depository or any
such nominee to a successor of the Depository or a nominee of
such successor.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY"
AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE
PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
<PAGE>
ISSUE PRICE:
ORIGINAL ISSUE DATE
STATED MATURITY DATE:
INITIAL INTEREST RATE:
BASE RATE:
If LIBOR: [ ] LIBOR Telerate
[ ] LIBOR Reuters
[ ] Other
Designated LIBOR Page:
INDEX MATURITY:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
CALCULATION AGENT:
CALCULATION DATE:
SINKING FUND:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST DETERMINATION DATE:
INTEREST RESET PERIOD:
INTEREST RESET DATES:
INTEREST PAYMENT PERIOD:
INTEREST PAYMENT DATES:
RENEWABLE: [ ] YES [ ] NO
RENEWAL DATE:
EXTENDIBLE: [ ] YES [ ] NO
FINAL MATURITY DATE:
TOTAL AMOUNT OF OID:
INITIAL ACCRUAL PERIOD OID:
YIELD TO MATURITY:
OTHER/DIFFERENT PROVISIONS:
OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO
OPTIONAL REPAYMENT DATE[S]:
OPTIONAL REDEMPTION: [ ] YES [ ] NO
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
MINIMUM DENOMINATIONS:
[ ] $100,000
[ ] $25,000
[ ] Other:
SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO
Foreign Currency:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY
OTHER THAN U.S. DOLLARS:
[ ] YES [ ] NO
EXCHANGE RATE AGENT:
REFERENCE BANKS:
ADDITIONAL AMOUNTS:
DEFEASANCE: [ ] YES [ ] NO
COVENANT DEFEASANCE: [ ] YES [ ] NO
OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
OPTIONAL INTEREST RATE RESET DATES:
Page 2
<PAGE>
JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (herein
referred to as the "Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
________________________________________, or registered
assigns, in the Specified Currency on the Stated Maturity Date
shown above (except to the extent redeemed or repaid prior to
the Stated Maturity Date), the principal sum of _______, plus
or minus an amount determined by the Determination Agent (as
defined below) in accordance with the formula set forth below,
and to pay interest on the Face Amount as described below and
on the reverse hereof.
If the Spot Rate exceeds or equals the Base Exchange Rate, the
principal amount of this Security payable on the Maturity Date
(as defined below) shall equal:
Face Amount + (Face Amount x Spot Rate - Base Exchange Rate)
------------------------------
Spot Rate
If the Base Exchange Rate exceeds the Spot Rate, the principal
amount of this Security payable on the Maturity Date shall
equal:
Face Amount - (Face Amount x Base Exchange Rate - Spot Rate)
------------------------------
Spot Rate
; provided, however, that in no event shall such principal
amount be less than zero.
In making the above calculations, the (i) "Base Exchange Rate"
is the exchange rate specified as such above and (ii) "Spot
Rate" is the rate at which the Specified Currency can be
exchanged for the Indexed Currency (such rate stated as units
of Indexed Currency per unit of the Specified Currency) as
determined on the second Exchange Rate Day prior to the
Maturity Date (the "Determination Date") by the Determination
Agent based upon the arithmetic mean of the open market spot
offer quotations for such Indexed Currency (spot bid
quotations for the Specified Currency) obtained by the
Determination Agent from the Reference Dealers in The City of
New York at 11:00 A.M., New York City time, on the
Determination Date, for an amount of Indexed Currency equal to
the Face Amount of this Security multiplied by the Base
Exchange Rate, in terms of the Specified Currency for
settlement on the Maturity Date. If such quotations from the
Reference Dealers are not available on the Determination Date
due to circumstances beyond the control of the Company or the
Determination Agent, the Spot Rate will be determined on the
basis of the most recently available quotations from the
Reference Dealers. If any of the Reference Banks shall be
unwilling or unable to provide the requested quotations, the
Company may select other major money center bank or banks in
The City of New York, in consultation with the Determination
Agent, to act as Reference Dealer or Dealers in replacement
therefor. In the absence of manifest error, the determination
by the Determination Agent of the Spot Rate and the principal
amount of this Security payable on the Maturity Date shall be
final and binding on the Company and the Holder (as defined
below) of this Security.
Page 3
<PAGE>
The Company shall pay interest on the Face Amount hereof at
the Interest Rate shown above from the Original Issue Date
shown above until the first Interest Reset Date shown above
following the Original Issue Date (if the first Interest Reset
Date is later than the Original Issue Date) and thereafter at
the interest rate determined by reference to the Base Rate
shown above, plus or minus the Spread, if any, or multiplied
by the Spread Multiplier, if any, shown above, determined in
accordance with the provisions on the reverse hereof, until
the principal hereof is paid or made available for payment;
provided, however, that the interest rate in effect for the
ten days immediately prior to the Maturity Date (as defined
below) of this Security will be that in effect on the tenth
day preceding such date. The Company will pay interest on
each Interest Payment Date next succeeding the Original Issue
Date, and on the Stated Maturity Date, any Redemption Date or
Repayment Date (such terms are together hereinafter referred
to as the "Maturity Date" with respect to the principal
repayable on such date); provided, however, that any payment
of principal (or premium, if any) or interest, if any, to be
made on any Interest Payment Date or on the Maturity Date that
is not a Business Day (as defined below) shall be made on the
next succeeding Business Day (except that if the Base Rate
specified above is LIBOR, and such day falls in the next
succeeding calendar month, such payment will be made on the
next preceding Business Day) as described on the reverse
hereof. For purposes of this Security, unless otherwise
specified on the face hereof, "Business Day" means any day
that is not a Saturday or Sunday and that is neither a legal
holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to
foreign currency Notes, such day is also not a day on which
commercial banks are authorized or required by law, regulation
or executive order to close in the Principal Financial Center
(as defined) of the country issuing the Specified Currency
(or, if the Specified Currency is the euro, such day is also a
day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open);
provided, further, that, with respect to Securities as to
which LIBOR is an applicable interest rate basis, such day is
also a London Business Day. "London Business Day" means a day
on which commercial banks are open for business (including
dealings in the designated LIBOR Currency) in London.
"Principal Financial Center" means (i) the capital city of the
country issuing the Specified Currency or (ii) the capital
city of the country to which the designated LIBOR Currency
relates, as applicable, except, in the case of (i) or (ii)
above, that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders,
Portuguese escudos, South African rand and Swiss francs, the
"Principal Financial Center" shall be The City of New York,
Sydney and (solely in the case of the Specified Currency)
Melbourne, Toronto, Frankfurt, Amsterdam, London (solely in
the case of the designated LIBOR Currency), Johannesburg and
Zurich, respectively.
Page 4
<PAGE>
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the
Indenture (referred to on the reverse hereof), be paid to the
person (the "Holder") in whose name this Security (or one or
more Predecessor Securities) is registered at the close of
business on the fifteenth day (whether or not a Business Day)
next preceding such Interest Payment Date (a "Regular Record
Date"); provided, however, that, if this Security was issued
between a Regular Record Date and the initial Interest Payment
Date relating to such Regular Record Date, interest for the
period beginning on the Original Issue Date and ending on such
initial Interest Payment Date shall be paid on the Interest
Payment Date following the next succeeding Regular Record Date
to the Holder hereof on such Regular Record Date; and provided
further that interest payable on the Maturity Date will be
payable to the person to whom the principal hereof shall be
payable. Any such interest not so punctually paid or duly
provided for ("Defaulted Interest") will forthwith cease to be
payable to the Holder on such Regular Record Date and may
either be paid to the person in whose name this Security (or
one or more Predecessor Securities) is registered at the close
of business on a special record date (the "Special Record
Date") for the payment of such Defaulted Interest to be fixed
by the Trustee (referred to on the reverse hereof), notice
whereof shall be given to the Holder of this Security not less
than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully
provided in the Indenture.
Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the
Specified Currency shown above unless the Holder hereof makes
the election described below. If the Specified Currency shown
above is other than U.S. dollars, the Exchange Rate Agent
(referred to on the reverse hereof) will arrange to convert
all payments in respect hereof into U.S. dollars in the manner
described on the reverse hereof; provided, however, that the
Holder hereof may, if so indicated above, elect to receive all
payments in such Specified Currency by delivery of a written
request to the corporate trust office of the Trustee, on or
prior to the applicable Regular Record Date or at least
sixteen days prior to the Maturity Date, as the case may be.
Such request may be in writing (mailed or hand delivered) or
by cable, telex or other form of facsimile transmission. The
Holder hereof may elect to receive payment in such Specified
Currency for all principal, premium, if any, and interest, if
any, payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the
applicable Regular Record Date or at least sixteen days prior
to the Maturity Date, as the case may be.
Page 5
<PAGE>
Notwithstanding the foregoing, if the Company determines that
the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or
other circumstances beyond the Company's control, or is no
longer used by the government of the country issuing such
currency or for the settlement of transactions by public
institutions of or within the international banking community,
then the Holder hereof may not so elect to receive payments in
the Specified Currency and any such outstanding election shall
be automatically suspended, until the Company determines that
the Specified Currency is again available for making such
payments.
In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to
payments on this Security shall be deemed, immediately
following such redenomination, to provide for payment of that
amount of redenominated currency representing the amount of
such obligations immediately before such redenomination.
Except as set forth above, in no event shall any adjustment be
made to any amount payable hereunder as a result of any change
in the value of the Specified Currency shown above relative to
any other currency due solely to fluctuations in exchange
rates.
Until this Security is paid in full or payment therefor in
full is duly provided for, the Company will at all times
maintain a Paying Agent (which Paying Agent may be the
Trustee) in The City of New York (which, unless otherwise
specified above, shall be the "Place of Payment"). The
Company has initially appointed The Chase Manhattan Bank
(National Association), at its office in The City of New York
as Paying Agent.
Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by
check mailed to the registered address of the Holder hereof;
provided, however, that, if (i) the Specified Currency is U.S.
dollars and this is a Global Security or (ii) the Specified
Currency is a Foreign Currency, and the Holder has elected to
receive payments in such Specified Currency as provided for
above, such interest payments will be made by transfer of
immediately available funds, but only if appropriate
instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date.
Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency
(if other than U.S. dollars), such Holder may provide
appropriate instructions to the Trustee, and all such payments
will be made in immediately available funds to an account
maintained by the payee with a bank, but only if such bank has
appropriate facilities therefor. Unless otherwise specified
above, the principal hereof (and premium, if any) and interest
hereon payable on the Maturity Date will be paid in
immediately available funds upon surrender of this Security at
the office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City and State of New York (or at
such other location as may be specified above). The Company
will pay any administrative costs imposed by banks in making
payments in immediately available funds but, except as
otherwise provided under Additional Amounts above, any tax,
assessment or governmental charge imposed upon payments will
be borne by the Holders of the Securities in respect of which
such payments are made.
Page 6
<PAGE>
Interest on this Security, if any, will be computed on the
basis of a 360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its facsimile corporate seal.
JOHN DEERE CAPITAL CORPORATION
By: _____________________________
Authorized Officer
Attest: ______________________________
Secretary
Dated: ______________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee
By: ________________________________
Page 7
<PAGE>
[REVERSE OF NOTE]
JOHN DEERE CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES C
Section 1. General. This Security is one of a duly
authorized issue of securities (herein called the
"Securities") of the Company, issued and to be issued in one
or more series under an indenture, dated as of June 15, 1995,
as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank
(National Association), Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture
with respect to a series of which this Security is a part), to
which indenture and all indentures supplemental thereto,
reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof which is
unlimited in aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in
such Specified Currency, the amount of U.S. dollar payments to
be made in respect hereof will be determined by the Exchange
Rate Agent specified on the face hereof or a successor thereto
(the "Exchange Rate Agent") based on the bid quotation in The
City of New York at approximately 11:00 A.M., New York City
time, on the second Business Day preceding the applicable
payment date by the Exchange Rate Agent for the purchase by
the Exchange Rate Agent of the Specified Currency for U.S.
dollars for settlement on such payment date in the aggregate
amount of the Specified Currency payable to all Holders of
Securities denominated in a Foreign Currency scheduled to
receive U.S. dollar payments and at which the Exchange Rate
Agent commits to execute a contract. If such bid quotation is
not available, payments will be made in such Specified
Currency.
Except as set forth below, if the Specified Currency is other
than U.S. dollars and the Specified Currency is not available
due to the imposition of exchange controls or to other
circumstances beyond the Company's control, the Company will
be entitled to make payments in U.S. dollars on the basis of
the noon buying rate in The City of New York for cable
transfers of such Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market
Exchange Rate") for such Specified Currency on the second
Business Day prior to the applicable payment date or, if the
Market Exchange Rate is then not available, on the basis of
the most recently available Market Exchange Rate or as
otherwise indicated above.
All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion (except to the extent
expressly provided that any determination is subject to
approval by the Company) and, in the absence of manifest
error, shall be conclusive for all purposes and binding on the
Holder of this Security, and the Exchange Rate Agent shall
have no liability therefor.
Page 8
<PAGE>
All currency exchange costs will be borne by the Company
unless the Holder of this Security has made the election to
receive payments in the Specified Currency. In that case, the
Holder shall bear its pro rata portion of currency exchange
costs, if any, by deductions from payments otherwise due to
such Holder.
Section 3. Interest Rate Calculations. Unless otherwise set
forth on the face hereof, the following provisions of this
Section 3 shall apply to the calculation of interest on this
Security. If the first Interest Reset Date is later than the
Original Issue Date, this Security will bear interest from its
Original Issue Date to the first Interest Reset Date at the
Initial Interest Rate set forth on the face hereof.
Thereafter, the interest rate hereon for each Interest Reset
Period (as defined below) will be determined by reference to
the Base Rate set forth on the face hereof, as adjusted by the
Spread, the Spread Multiplier or other formula, if any, set
forth on the face hereof.
As set forth on the face hereof, this Security may also have
either or both of the following: (i) a maximum limitation, or
ceiling, on the rate at which interest may accrue during any
Interest Period (as defined below) ("Maximum Interest Rate");
and (ii) a minimum limitation, or floor, on the rate at which
interest may accrue during any Interest Period ("Minimum
Interest Rate"). In addition to any Maximum Interest Rate
that may be set forth on the face hereof, the interest rate on
this Security will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by
United States law of general application.
The rate of interest hereon will be reset daily, weekly,
monthly, quarterly, semi-annually or annually or at another
interval (each, an "Interest Reset Period"), as set forth on
the face hereof. The date or dates on which interest will be
reset (each, an "Interest Reset Date") will be, if this
Security resets (i) daily, each Business Day; (ii) weekly, the
Wednesday of each week (unless the Base Rate set forth on the
face hereof is the Treasury Rate); weekly and if the Base Rate
set forth on the face hereof is the Treasury Rate, the Tuesday
of each week (except as provided below); (iii) monthly, the
third Wednesday of each month; (iv) quarterly, the third
Wednesday of March, June, September and December of each year;
(v) semi-annually, the third Wednesday of the two months set
forth on the face hereof; and (vi) annually, the third
Wednesday of the month set forth on the face hereof; provided,
however, that (a) if the first Interest Reset Date is later
than the Original Issue Date, the interest rate in effect from
the Original Issue Date to the first Interest Reset Date will
be the Initial Interest Rate as set forth on the face hereof
and (b) the interest rate in effect for the ten days
immediately prior to the Maturity Date will be that in effect
on the tenth day preceding the Maturity Date. If the Base
Rate set forth on the face hereof is the Treasury Rate and a
Treasury auction shall fall on the Interest Reset Date for
this Security, then such Interest Reset Date shall instead be
the first Business Day immediately following such Treasury
auction. If any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be
the next succeeding Business Day, except that, if the Base
Rate set forth on the face hereof is LIBOR, if such Business
Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day.
Page 9
<PAGE>
The interest payable hereon on each Interest Payment Date and
on the Maturity Date shall be the amount of interest accrued
from and including the Original Issue Date or the last
Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, to, but excluding, the next
succeeding Interest Payment Date or the Maturity Date, as the
case may be; provided, however, that, if the interest rate is
reset daily or weekly, interest payable on any Interest
Payment Date will be the amount of interest accrued from and
including the Original Issue Date or from but excluding the
last Regular Record Date through which interest has been paid
through and including the Regular Record Date immediately
preceding such Interest Payment Date, except that interest
payable on the Maturity Date will include interest accrued to,
but excluding, the Maturity Date (each such period, an
"Interest Period"). If the Maturity Date falls on a day which
is not a Business Day, the payment of principal, premium, if
any, and interest with respect to the Maturity Date will be
paid on the next succeeding Business Day with the same force
and effect as if made on the Maturity Date, and no interest
shall accrue on the amount so payable as a result of such
delayed payment. If an Interest Payment Date other than the
Maturity Date falls on a day that is not a Business Day, such
Interest Payment Date will be postponed to the next day that
is a Business Day and interest will accrue for the period of
such postponement (except if the Base Rate specified above is
LIBOR, and such day falls in the next succeeding calendar
month, such Interest Payment Date will be advanced to the
immediately preceding Business Day), it being understood that,
to the extent this sentence is inconsistent with Section 112
of the Indenture, the provisions of this sentence shall apply
in lieu of such Section.
Accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. Such
accrued interest factor will be computed by adding the
interest factor calculated for each day in the Interest Period
or from the date from which accrued interest is being
calculated. The interest factor for each such day is computed
by dividing the interest rate applicable on such day by 360,
if the Base Rate set forth on the face hereof is the CD Rate,
Commercial Paper Rate, Eleventh District Cost of Funds Rate,
Federal Funds Rate, Prime Rate or LIBOR (as described below),
or by the actual number of days in the year, if the Base Rate
set forth on the face hereof is the Treasury Rate or the CMT
Rate (as described below). The interest rate applicable to
any day that is an Interest Reset Date is the interest rate as
determined, in accordance with the procedures hereinafter set
forth, with respect to the Interest Determination Date (as
defined below) pertaining to such Interest Reset Date. The
interest rate applicable to any other day is the interest rate
for the immediately preceding Interest Reset Date (or, if
none, the Initial Interest Rate, as set forth on the face
hereof).
Page 10
<PAGE>
All percentages resulting from any calculation with respect
hereto will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upward (e.g.,
7.123455% (or 0.07123455) being rounded to 7.12346% (or
0.0712346) and 7.123454% (or 0.07123454) being rounded to
7.12345% (or 0.0712345)), and all currency amounts used in or
resulting from such calculation will be rounded to the nearest
one-hundredth of a unit (with five one-thousandths of a unit
being rounded upwards).
Interest will be payable on, if this Security resets (i)
daily, weekly or monthly, the third Wednesday of each month or
on the third Wednesday of March, June, September and December
of each year, as set forth on the face hereof; (ii) quarterly,
the third Wednesday of March, June, September and December of
each year; (iii) semi-annually, the third Wednesday of the two
months set forth on the face hereof; and (iv) annually, the
third Wednesday of the two months or the month set forth on
the face hereof (each, an "Interest Payment Date"), and in
each case, on the Maturity Date.
If the Base Rate set forth on the face hereof is the CD Rate,
the CMT Rate, the Commercial Paper Rate, the Federal Funds
Rate or the Prime Rate, the "Interest Determination Date"
pertaining to an Interest Reset Date for this Security will be
the second Business Day next preceding such Interest Reset
Date; if the Base Rate set forth on the face hereof is LIBOR,
the "Interest Determination Date" pertaining to an Interest
Reset Date for this Security will be the second London Banking
Day next preceding such Interest Reset Date; and if the Base
Rate set forth on the face hereof is the Treasury Rate, the
"Interest Determination Date" pertaining to an Interest Reset
Date for this Security will be the day of the week in which
such Interest Reset Date falls on which Treasury bills (as
defined below) are auctioned. Treasury bills are usually sold
at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on the
following Tuesday, except that such auction may be held on the
preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will
be the Interest Determination Date pertaining to the Interest
Reset Date occurring in the next succeeding week.
If the Base Rate set forth on the face hereof is the Eleventh
District Cost of Funds Rate, the "Interest Determination Date"
pertaining to an Interest Reset Date for this Security is the
last Business Day of the month immediately preceding the
applicable Interest Reset Date in which the Federal Home Loan
Bank of San Francisco published the index.
Page 11
<PAGE>
Unless otherwise set forth on the face hereof, the
"Calculation Date", where applicable, pertaining to an
Interest Determination Date is the earlier of (i) the tenth
calendar day after such Interest Determination Date, or if any
such day is not a Business Day, the next succeeding Business
Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the
case may be.
The Company will appoint and enter into an agreement with an
agent (a "Calculation Agent") to calculate the rate of
interest on the Securities of this series which bear interest
at a floating rate. Unless otherwise set forth on the face
hereof, The Chase Manhattan Bank (National Association) will
be the Calculation Agent. At the request of the Holder
hereof, the Calculation Agent will provide the interest rate
then in effect and, if determined, the interest rate that will
become effective on the next Interest Reset Date.
Subject to applicable provisions of law and except as
specified herein, with respect to each Interest Determination
Date, the rate of interest shall be the rate determined by the
Calculation Agent in accordance with the provisions of the
applicable heading below.
Determination of CD Rate. If the Base Rate set forth on the
face hereof is the CD Rate, this Security will bear interest
for each Interest Reset Period at the interest rate calculated
with reference to the CD Rate and the Spread, Spread
Multiplier or other formula, if any, set forth on the face
hereof. Unless otherwise set forth on the face hereof, the
"CD Rate" means, with respect to any Interest Determination
Date pertaining thereto, the rate on such date for negotiable
certificates of deposit having the Index Maturity set forth on
the face hereof as published in "H.15(519)", under the heading
"CDs (secondary market)" or, if not yet published by 3:00
P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the CD Rate will be the
rate on such Interest Determination Date for negotiable
certificates of deposit having the Index Maturity set forth on
the face hereof as published in H.15 Daily Update under the
caption "CDS (Secondary Market)". If by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Interest
Determination Date such rate is not yet published in either
H.15(519) or H.15 Daily Update, the CD Rate on such Interest
Determination Date will be calculated by the Calculation Agent
and will be the average of the secondary market offered rates
as of 10:00 A.M., New York City time, on such Interest
Determination Date, of three leading non-bank dealers in
negotiable U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent (after consultation
with the Company) for negotiable certificates of deposit of
major United States money market banks of the highest credit
standing (in the market for negotiable certificates of
deposit) having a remaining maturity closest to the Index
Maturity set forth on the face hereof in a denomination of
U.S. $5,000,000; provided, however, that, if the dealers
selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the interest rate for the
period commencing on the Interest Reset Date following such
Interest Determination Date will be the interest rate in
effect on such Interest Determination Date. "H.15(519)" means
the weekly statistical release designated as such, or any
successor publication, published by the Board of Governors of
the Federal Reserve System. "H.15 Daily Update" means the
daily update of H.15(519), available through the world-wide-
web site of the Board of Governors of the Federal Reserve
System at http://www.bog.frb.fed.us/releases/h15/update, or
any successor site or publication.
Page 12
<PAGE>
Determination of Commercial Paper Rate. If the Base Rate set
forth on the face hereof is the Commercial Paper Rate, this
Security will bear interest for each Interest Reset Period at
the interest rate calculated with reference to the Commercial
Paper Rate and the Spread, Spread Multiplier or other formula
, if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "Commercial Paper Rate" means,
with respect to any Interest Determination Date pertaining
thereto, the Money Market Yield (calculated as described
below) of the rate on such date for commercial paper having
the Index Maturity set forth on the face hereof, as such rate
shall be published in H.15(519) under the caption "Commercial
Paper - Nonfinancial" or, if not yet published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Commercial Paper Rate shall
be the Money Market Yield of the rate on such Interest
Determination Date for commercial paper having the Index
Maturity set forth on the face hereof as published in H.15
Daily Update under the caption "Commercial Paper -
Nonfinancial". If by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination
Date such rate is not yet published in either H.15(519) or
H.15 Daily Update, the Commercial Paper Rate on such Interest
Determination Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the average of
the offered rates as of 11:00 A.M., New York City time, on
such Interest Determination Date of three leading dealers in
commercial paper in The City of New York selected by the
Calculation Agent (after consultation with the Company) for
commercial paper having the Index Maturity set forth on the
face hereof placed for an industrial issuer whose bond rating
is "Aa", or the equivalent, from a nationally recognized
securities rating agency; provided, however, that, if the
dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the interest rate for
the period commencing on the Interest Reset Date following
such Interest Determination Date will be the interest rate in
effect on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following
formula:
MONEY MARKET YIELD = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed
as a decimal; and "M" refers to the actual number of days in
the Interest Period for which interest is being calculated.
Page 13
<PAGE>
Determination of Federal Funds Rate. If the Base Rate set
forth on the face hereof is the Federal Funds Rate, this
Security will bear interest for each Interest Reset Period at
the interest rate calculated with reference to the Federal
Funds Rate and the Spread, Spread Multiplier or other formula,
if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "Federal Funds Rate" means, with
respect to any Interest Determination Date pertaining thereto,
the rate on such date for federal funds as published in
H.15(519) under the caption "Federal Funds (Effective)" or, if
not yet published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination
Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in H.15 Daily Update under the
caption "Federal Funds (Effective)". If by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such
Interest Determination Date such rate is not yet published in
either H.15(519) or H.15 Daily Update, the Federal Funds Rate
for such Interest Determination Date will be calculated by the
Calculation Agent and will be the average of the rates for the
last transaction in overnight federal funds arranged by three
leading dealers of federal funds transactions in The City of
New York, which dealers have been selected by the Calculation
Agent (after consultation with the Company), as of 9:00 A.M.,
New York City time, on such Interest Determination Date;
provided, however, that, if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate for the period commencing on the
Interest Reset Date following such Interest Determination Date
will remain the interest rate in effect on such Interest
Determination Date.
Determination of LIBOR. If the Base Rate set forth on the
face hereof is LIBOR, this Security will bear interest for
each Interest Reset Period at the interest rate calculated
with reference to LIBOR and the Spread, Spread Multiplier or
other formula, if any, set forth on the face hereof. With
respect to Securities indexed to the London interbank offered
rate for U.S. dollar deposits, unless otherwise set forth on
the face hereof, "LIBOR" means the rate determined by the
Calculation Agent in accordance with the following provisions:
(i) If "LIBOR Reuters" is specified on the face hereof,
LIBOR will be the average of the offered rates for deposits in
the LIBOR Currency having the Index Maturity set forth on the
face hereof on the applicable Interest Reset Date, as such
rates appear on the Designated LIBOR Page as of 11:00 A.M.,
London time, on that Interest Determination Date, if at least
two such offered rates appear on the Designated LIBOR Page.
(ii) If "LIBOR Telerate" is specified on the face hereof,
LIBOR will be the rate for deposits in the LIBOR Currency
having the Index Maturity set forth on the face hereof on the
applicable Interest Reset Date, as such rates appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on that
Interest Determination Date. If such rate does not appear,
LIBOR for such Interest Determination Date will be determined
as described in (iii) below.
Page 14
<PAGE>
(iii) If the Designated LIBOR Page by its terms provides
only for a single rate, that single rate will be used
regardless of the foregoing provisions require more than one
rate. With respect to an Interest Determination Date, if
LIBOR-Reuters is the applicable method for determining LIBOR
and fewer than two offered rates appear on the Designated
LIBOR Page as specified in (i) above or if LIBOR-Telerate is
the applicable method for determining LIBOR and no rate
appears on the Designated LIBOR Page as specified in (ii)
above, then LIBOR will be determined on the basis of the
offered rates at which deposits in the LIBOR Currency having
the Index Maturity set forth on the face hereof on the
Interest Determination Date and in a principal amount that is
representative of a single transaction in that market at that
time are offered by four major banks in the London interbank
market at approximately 11:00 AM., London time, on the
Interest Determination Date to prime banks in the London
interbank market. The Calculation Agent will select the four
banks and request the principal London office of each of those
banks to provide a quotation of its rate for deposits in the
LIBOR Currency. If at least two quotations are provided,
LIBOR for that Interest Determination Date will be the average
of those quotations. If fewer than two quotations are
provided as mentioned above, LIBOR will be the average of the
rates quoted by three major banks in the Principal Financial
Center selected by the Calculation Agent at approximately
11:00 A.M. in the Principal Financial Center, on the Interest
Determination Date for loans to leading Europeans banks in the
LIBOR Currency having the Index Maturity set forth on the face
hereof and in a principal amount that is representative for a
single transaction in the LIBOR Currency in that market at
that time. The Calculation Agent will select the three banks
referred to above. If fewer than three banks selected by the
Calculation Agent are quoting as mentioned above, LIBOR will
remain LIBOR then in effect on the Interest Determination
Date.
"LIBOR Currency" means the currency specified on the face
hereof as to which LIBOR shall be calculated or, if no such
currency is specified on the face hereof, United States
dollars.
"Designated LIBOR Page" means, if "LIBOR Reuters" is specified
on the face hereof, the display on the Reuter Monitor Money
Rates Service (or any successor service) on the page specified
on the face hereof (or any other page as may replace such page
on such service) for the purpose of displaying the London
interbank rates of major banks for the LIBOR Currency; or if
"LIBOR Telerate" is specified in the applicable pricing
supplement or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified on the face hereof as the method of calculating
LIBOR, the display on Bridge Telerate, Inc. (or any successor
service, "Telerate") on the page specified on the face hereof
(or any other page as may replace such page on such service)
for the purpose of displaying the London interbank rates of
major banks for the LIBOR Currency.
Page 15
<PAGE>
Determination of Prime Rate. If the Base Rate set forth on
the face hereof is the Prime Rate, this Security will bear
interest for each Interest Reset Period at the interest rate
calculated with reference to the Prime Rate and the Spread,
Spread Multiplier or other formula, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof,
the "Prime Rate" means, with respect to any Interest
Determination Date pertaining thereto, the rate on such date
as published in H.15(519) under the caption "Bank Prime Loan"
or, if not yet published by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination
Date, the rate on such Interest Determination Date as
published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such
rate, under the caption "Bank Prime Loan."
If the rate is not published in H.15 (519), H.15 Daily Update
or another recognized electronic source by 3:00 P.M., New York
City time, on the Calculation Date, then the Calculation Agent
will determine the Prime Rate to be the average of the of the
rates of interest publicly announced by each bank that appears
on the Reuters screen designated as "US Prime 1" as that
bank's prime rate or base lending rate as in effect for that
Interest Determination Date. If at least one rate fewer than
four rates appear on the Reuters screen US Prime 1 on the
Interest Determination Date, then the Prime Rate will be the
average of the prime rates or base lending rates quoted (on
the basis of the actual number of days in the year divided by
a 360-day year) as of the close of business on the Interest
Determination Date by three major money center banks in the
City of New York selected by the Calculation Agent. If the
banks selected by the Calculation Agent are not quoting as
mentioned above, the Prime Rate will remain the Prime Rate
then in effect on the Interest Determination Date.
Determination of Treasury Rate. If the Base Rate set forth on
the face hereof is the Treasury Rate, this Security will bear
interest for each Interest Reset Period at the interest rate
calculated with reference to the Treasury Rate and the Spread,
Spread Multiplier or other formula, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof,
the "Treasury Rate" means, with respect to any Interest
Determination Date pertaining thereto, the rate for the
auction of direct obligations of the United States ("Treasury
bills") held on such Interest Determination Date having the
Index Maturity set forth on the face hereof under the caption
"AVGE INVEST YIELD" on the display on Telerate on page 56 (or
any other page as may replace such page on such service)
("Telerate Page 56") or page 57 (or any other page as may
replace such page on such service) ("Telerate Page 57") by
3:00 P.M., New York City time, on the Calculation date for
that Interest Determination Date.
Page 16
<PAGE>
The following procedures will be followed if the Treasury Rate
cannot be determined as described above:
If the rate is not published by 3:00 P.M., New York City time,
on the Calculation Date, the Treasury Rate will be the auction
average rate of such Treasury bills (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury on
the Calculation Date for that Interest Determination Date.
If the results of the most recent auction of Treasury bills
having the Index Maturity set forth on the face hereof are not
published or announced as described above by 3:00 P.M., New
York City time, on the Calculation Date, or if no auction is
held on the Interest Determination Date, then the Treasury
Rate will be the rate (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) on such Interest Determination Date of
Treasury Bills having the Index Maturity set forth on the face
hereof as published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market" or, if
not yet published by 3:00 p.m., New York City time, on the
related Calculation Date, the rate on such Interest
Determination Date of such Treasury Bills as published in H.15
Daily Update, or such other recognized electronic source used
for the purpose of displaying such rate, under the caption
"U.S. Government Securities/Treasury Bills/Secondary Market."
If such rate is not published in H.15 (519), H.15 Daily Update
or another recognized electronic source, then the Calculation
Agent will determine the Treasury Rate to be a yield to
maturity (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily
basis) of the average of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on the Interest
Determination Date of three leading primary United States
government securities dealers (which may include Agents or
their affiliates) for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity set forth on
the face hereof. The Calculation Agent will select the three
dealers referred to above.
If fewer than three dealers selected by the Calculation Agent
are quoting as mentioned above, the Treasury Rate will remain
the Treasury Rate then in effect on that Interest
Determination Date.
Page 17
<PAGE>
Determination of CMT Rate. If the Base Rate set forth on the
face hereof is the CMT Rate, this Security will bear interest
for each Interest Reset Period at the interest rate calculated
with reference to the CMT Rate and the Spread, Spread
Multiplier, or other formula, if any, set forth on the face
hereof. Unless otherwise set forth on the face hereof, the
"CMT Rate" means, with respect to any Interest Determination
Date pertaining thereto, the rate displayed on the Designated
CMT Telerate Page (as defined below) under the caption ". . .
Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 P.M.", under the
column for the Designated CMT Maturity Index (as defined
below) for (i) if the Designated CMT Telerate Page is 7051 or
any successor page, the rate on such Interest Determination
Date and (ii) if the Designated CMT Telerate Page is 7052 or
any successor page, the rate for the week or the monthly
average, as applicable, ended immediately preceding the week
in which the related Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page, or if
not displayed by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination
Date, then the interest rate for such Interest Determination
Date shall be the rate for the Designated CMT Maturity Index
as published in H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest
Determination Date, then the interest rate for such Interest
Determination Date shall be the rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) as may then be published by
either the Board of Governors of the Federal Reserve System or
the United States Department of the Treasury that the
Calculation Agent determines (with the concurrence of the
Company) to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in H.15(519).
If such information is not provided by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Interest
Determination Date, then the interest rate for such Interest
Determination Date shall be calculated by the Calculation
Agent and shall be a yield to maturity, based on the
arithmetic average of the secondary market closing offer side
prices as of approximately 3:30 P.M., New York City time, on
such Interest Determination Date, reported by three leading
primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York, for the most
recently issued direct noncallable fixed rate obligations of
the United States ("U.S. Treasury Notes") with an original
maturity of approximately the Designated CMT Maturity Index
and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. The three
Reference Dealers shall be determined by (i) the selection of
five Reference Dealers by the Calculation Agent (after
consultation with the Company) and (ii) the elimination of the
Reference Dealers providing the highest (or, in the event of
equality, one of the highest) and the lowest (or, in the event
of equality, one of the lowest) quotations for such Interest
Determination Date. If the Calculation Agent cannot obtain
three such U.S. Treasury Note quotations, the interest rate
for such Interest Determination Date shall be calculated by
the Calculation Agent and shall be a yield to maturity based
on the arithmetic average of the secondary market offer side
prices as of approximately 3:30 P.M., New York City time, on
the Interest Determination Date reported by three Reference
Dealers in The City of New York, selected in the manner
described above, for U.S. Treasury Notes with an original
maturity of the number of years that is the next highest to
the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in
an amount of at least $100 million. If only three or four of
such Reference Dealers are quoting as described above, then
the interest rate shall be based on the arithmetic average of
the offer side prices so obtained from all such Reference
Dealers, without eliminating the Reference Dealers providing
the highest and the lowest of such quotes. If fewer than
three such Reference Dealers are quoting as described above,
then the interest rate shall be the CMT Rate in effect on such
Interest Determination Date. If two such U.S. Treasury Notes
have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the U.S.
Treasury Note with the shorter remaining term to maturity
shall be used.
Page 18
<PAGE>
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page set forth on the face
hereof (or any other page as may replace such page on that
service for the purpose of displaying treasury constant
maturities as reported in H.15(519)). If no such page is so
specified, the Designated CMT Telerate Page shall be 7052 for
the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities specified on the face
hereof with respect to which the CMT Rate will be calculated.
If no such maturity is so specified, the Designated CMT
Maturity Index shall be two years.
Determination of the Eleventh District Cost of Funds Rate. If
the Base Rate set forth on the face hereof is the Eleventh
District Cost of Funds Rate this security will bear interest
for each Interest Reset Period at the interest rate calculated
with reference to the Eleventh District Cost of Funds Rate and
Spread, Spread Multiple or other formula, if any, set forth on
the face hereof. Unless otherwise set forth on the face
hereof, the "Eleventh District Cost of Funds Rate" means with
respect to any Interest Determination Date the rate equal to
the monthly weighted average cost of funds for the month
preceding the Interest Determination Date as displayed on the
Telerate Page 7058 by 11:00 A.M., San Francisco time, on the
Calculation Date for that Interest Determination Date under
the caption "11th District."
The following procedures will be used if the Eleventh District
Cost of Funds Rate cannot be determined as described above:
if the rate is not displayed on the relevant page by 11:00
A.M., San Francisco time, on the Calculation Date, then the
Eleventh District Cost of Funds Rate will be the monthly
weighted average cost of funds paid by member institutions of
the Eleventh Federal Home Loan Bank District, as announced by
the Federal Home Loan Bank of San Francisco, for the month
preceding the date of announcement. If no announcement was
made relating to the month preceding the Interest
Determination Date, the Eleventh District Cost of Funds Rate
will remain the Eleventh District Cost of Funds Rate then in
effect on the Interest Determination Date.
Page 19
<PAGE>
References herein to "U.S. dollars" or "U.S. $" or "$" are to
the currency of the United States of America.
Section 4. Redemption. If so specified on the face hereof,
the Company may at its option redeem this Security in whole or
from time to time in part in increments equal to the minimum
authorized denomination (provided that any remaining principal
amount of this Security shall not be less than the minimum
authorized denomination hereof) on or after the date
designated as the Initial Redemption Date on the face hereof
at 100% of the unpaid principal amount hereof or the portion
thereof redeemed (or, if this Security is a Discount Security,
such lesser amount as is provided for below) multiplied by the
Initial Redemption Percentage specified on the face hereof,
together with accrued interest to the Redemption Date. Such
Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by an amount equal
to the Annual Redemption Percentage Reduction until the
redemption price is 100% of such amount. The Company may
exercise such option by causing the Trustee to mail a notice
of such redemption at least 30 but not more than 60 days prior
to the Redemption Date. In the event of redemption of this
Security in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof. If less than all
of the Securities with like tenor and terms to this Security
are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall
deem fair and appropriate. However, if less than all the
Securities of the series, of which this Security is a part,
with differing issue dates, interest rates and stated
maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be
redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date.
Section 5. Repayment. If so specified on the face hereof,
this Security shall be repayable prior to the Stated Maturity
Date at the option of the Holder on each applicable Optional
Repayment Date shown on the face hereof at a repayment price
equal to 100% of the principal amount to be repaid, together
with accrued interest to the Repayment Date. In order for
this Security to be repaid, the Trustee must receive at least
30 but not more than 45 days prior to an Optional Repayment
Date, this Security with the form attached hereto entitled
"Option to Elect Repayment" duly completed. Any tender of
this Security for repayment shall be irrevocable. The
repayment option may be exercised by the Holder of this
Security in whole or in part in increments of $1,000 (provided
that any remaining principal amount of this Security shall not
be less than the minimum authorized denomination hereof).
Upon any partial repayment, this Security shall be cancelled
and a new Security or Securities for the remaining principal
amount hereof shall be issued in the name of the Holder of
this Security.
Section 6. Renewable Securities. If so specified on the face
hereof, this Security will automatically be renewed at the
maturity date stated on the face hereof unless the Holder of
this Renewable Security elects to terminate the automatic
extension feature by giving notice in the manner described in
the related pricing supplement.
Page 20
<PAGE>
The holder of this Renewable Security must give notice of
termination at least 15 but not more than 30 days prior to the
Renewal Date. The Holder of a Renewable Security may
terminate the automatic extension for less than all of their
Renewable Securities only if the related pricing supplement
specifically permits partial termination. An election to
terminate the automatic extension of any portion of a
Renewable Security is not revocable and will be binding on the
Holder of this Security. If the Holder elects to terminate
the automatic extension of the maturity of this Security, the
Holder will become entitled to the principal and interest
accrued up to the Renewal Date. On the face hereof a final
maturity date beyond which the maturity date cannot be renewed
will be specified.
Section 7. Extendible Securities. If so specified on the
face hereof the Stated Maturity Date of this Security may be
extended at the Company's option (an "Extendible Security")
for one or more whole year periods (each an "Extension
Period"), up to but not beyond a final maturity date stated on
the face hereof (but not to exceed 30 years from the date of
issue).
The Company may exercise its option to extend the Extendible
Security by notifying the Trustee (or any duly appointed
paying agent) at least 45 but not more than 60 days prior to
the then effective Maturity Date. If the Company elects to
extend the Extendible Security, the Trustee (or paying agent)
will mail (at least 40 days prior to the Maturity Date) to the
registered Holder a notice ("Extension Notice") informing the
Holder of this election, the new Maturity Date and any updated
terms. Upon the mailing of the Extension Notice, the maturity
of this Security will be extended automatically as set forth
in the Extension Notice.
However, the Company may, not later than 20 days prior to the
Maturity Date of an Extendible Security (or, if such date is
not a Business Day, on the immediately succeeding Business
Day), at the Company's option, establish a higher interest
rate for the Extension Period by mailing or causing the
Trustee (or paying agent) to mail notice of such higher
interest rate to the Holder of the Security. The notice will
be irrevocable.
If the Company elects to extend the maturity of an Extendible
Security, the Holder will have the option to instead elect
repayment of this Security on the then effective Maturity
Date. In order for an Extendible Security to be so repaid on
the Maturity Date, the Company must receive, at least 15 days
but not more than 30 days prior to the Maturity Date:
(1) this Security with the form attached hereto entitled
"Option to Elect Repayment" duly completed; or
Page 21
<PAGE>
(2) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. (the "NASD")
or a commercial bank or trust company in the United States
setting forth the name of the Holder of this Security, the
principal amount of this Security, the principal amount of
this Security to be repaid, the certificate number or a
description of the tenor and terms of this Security, a
statement that the option to elect repayment is being
exercised thereby and a guarantee that this Security to be
repaid, together with the duly completed form entitled "Option
to Elect Repayment", will be received by the Trustee (or
paying agent) not later than the fifth Business Day after the
date of the telegram, telex, facsimile transmission or letter;
provided, however, that the telegram, telex, facsimile
transmission or letter shall only be effective if this
Security and form duly completed are received by the Trustee
(or paying agent) by that fifth Business Day. The option may
be exercised by the Holder of an Extendible Security for less
than the aggregate principal amount of this Security then
outstanding if the principal amount of this Security remaining
outstanding after repayment is an authorized denomination.
Section 8. Sinking Fund. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking
fund.
Section 9. Discount Securities. If this Security, (such a
Security being referred to as a "Discount Security") (a) has
been issued at an Issue Price lower, by more than a de minimis
amount (as determined under United States federal income tax
rules applicable to original issue discount instruments), than
the principal amount hereof and (b) would be considered an
original issue discount security for United States federal
income tax purposes, then the amount payable on this Security
in the event of redemption by the Company, repayment at the
option of the Holder or acceleration of the maturity hereof,
in lieu of the principal amount due at the Stated Maturity
Date hereof, shall be the Amortized Face Amount (as defined
below) of this Security as of the date of such redemption,
repayment or acceleration. The "Amortized Face Amount" of
this Security shall be the amount equal to the sum of (a) the
Issue Price (as set forth on the face hereof) plus (b) the
aggregate of the portions of the original issue discount (the
excess of the amounts considered as part of the "stated
redemption price at maturity" of this Security within the
meaning of Section 1273(a)(2) of the Internal Revenue Code of
1986, as amended (the "Code"), whether denominated as
principal or interest, over the Issue Price of this Security)
which shall theretofore have accrued pursuant to Section 1272
of the Code (without regard to Section 1272(a)(7) of the Code)
from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the
"stated redemption price at maturity" of this Security which
has been paid on this Security from the date of issue to the
date of determination.
Page 22
<PAGE>
Section 10. Modification and Waivers; Obligation of the
Company Absolute. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series.
Such amendment may be effected under the Indenture at any time
by the Company and the Trustee with the consent of the Holders
of not less than a majority in principal amount of all
Outstanding Securities affected thereby. The Indenture also
contains provisions permitting the Holders of not less than a
majority in principal amount of the Outstanding Securities at
the time, on behalf of the Holders of all Outstanding
Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also
permit the Holders of not less than a majority in principal
amount of all Outstanding Securities of any series to waive on
behalf of all of the Holders of Securities of such series
certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive
and binding upon the Holder of this Security and upon all
future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
The Securities are unsecured and rank pari passu with all
other unsecured and unsubordinated indebtedness of the
Company.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any)
and interest, if any, on this Security at the times, place and
rate, and in the Currency herein prescribed.
Section 11. Defeasance and Covenant Defeasance. The
Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Security
and (b) certain restrictive covenants and the related defaults
and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply
to this Security, unless otherwise specified on the face
hereof.
Section 12. Authorized Denominations. Unless otherwise
provided on the face hereof, this Security is issuable only in
registered form without coupons in denominations of (i) if
this Security is a Global Security (as defined below),
$100,000 or any amount in excess thereof which is an integral
multiple of $1,000 or (ii) if this Security is not a Global
Security, in denominations of $25,000 or any amount in excess
thereof which is an integral multiple of $1,000. If this
Security is denominated in a Specified Currency other than
U.S. Dollars or is a Discount Security, this Security shall be
issuable in the denominations set forth on the face hereof.
Page 23
<PAGE>
Section 13. Registration of Transfer. As provided in the
Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Security is
registrable in the Security Register upon surrender of this
Security for registration of transfer at a Place of Payment
for the series of Securities of which this Security forms a
part, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more
new Securities of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
If the registered owner of this Security is the Depository
(such a Security being referred to as a "Global Security"),
and (i) the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not
appointed by the Company within 90 days following notice to
the Company, or (ii) an Event of Default occurs, the Company
will issue Securities in certificated form in exchange for
this Global Security. In addition, the Company may at any
time, and in its sole discretion, determine not to have
Securities represented by a Global Security and, in such
event, will issue Securities in certificated form in exchange
in whole for this Global Security. In any such instance, an
owner of a beneficial interest in this Global Security will be
entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name.
Securities so issued in certificated form will be issued in
denominations of $25,000 (or such other denomination as shall
be specified by the Company) or any amount in excess thereof
which is an integral multiple of $1,000 and will be issued in
registered form only, without coupons.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder as the owner
hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
Section 14. Events of Default. If an Event of Default with
respect to the Securities of the series of which this Security
forms a part shall have occurred and be continuing, the
principal of this Security may be declared due and payable in
the manner and with the effect provided in the Indenture.
Section 15. Defined Terms. All terms used in this Security
which are defined in the Indenture and are not otherwise
defined herein shall have the meanings assigned to them in the
Indenture.
Section 16. Governing Law. Unless otherwise specified on the
face hereof, this Security shall be governed by and construed
in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.
Page 24
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof
specified below), pursuant to its terms, on the Optional
Repayment Date first occurring after the date of receipt of
the within Security as specified below (the "Repayment Date"),
at a Repayment Price equal to 100% of the principal amount
thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:
___________________________________________________________
___________________________________________________________
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this
Security with the Option to Elect Repayment duly completed
must be received at least 30 but not more than 45 days prior
to the Repayment Date (or, if such Repayment Date is not a
Business Day, the next succeeding Business Day) by the Company
at its office or agency in The City of New York, which will be
located initially at the office of the Trustee at 4 Chase
Metrotech Center, Brooklyn, New York 11245.
If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which
shall be $1,000 or an integral multiple thereof) which is to
be repaid: $____________________.
If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the
Security(ies) to be issued for the unpaid amount ($1,000 or
any integral multiple of $1,000; provided that any remaining
principal amount of this Security shall not be less than the
minimum denomination of such Security): $_________________.
Dated:_______________________
___________________________________________________________
Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of the
within Security in every particular without alterations or
enlargement or any change whatsoever.
Page 25
<PAGE>
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 26
EXHIBIT 4.5
[FACE OF NOTE]
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FX -
JOHN DEERE CAPITAL CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES C,
Due from 9 Months to 30 Years from Date of Issue
(FIXED RATE)
If the registered owner of this Security (as indicated below)
is The Depository Trust Company (the "Depository") or a
nominee of the Depository, this Security is a Global Security
and the following two legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water
Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and such
certificate issued is registered in the name of CEDE & CO., or
such other name as requested by an authorized representative
of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since
the registered owner hereof, CEDE & CO., has an interest
herein.
Unless and until this certificate is exchanged in whole or in
part for Securities in certificated form, this certificate may
not be transferred except as a whole by the Depository to a
nominee thereof or by a nominee thereof to the Depository or
another nominee of the Depository or by the Depository or any
such nominee to a successor of the Depository or a nominee of
such successor.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY"
AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE
PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
<PAGE>
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
SPECIFIED CURRENCY:
United States Dollars:
[ ] YES [ ] NO
Foreign Currency:
EXCHANGE RATE AGENT:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: [ ] YES [ ] NO
INTEREST RATE:
INTEREST PAYMENT DATES IF OTHER THAN
MARCH 15 AND SEPTEMBER 15:
REGULAR RECORD DATES IF OTHER THAN MARCH 1 AND SEPTEMBER 1:
OPTIONAL REDEMPTION: [ ] YES [ ] NO
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
RENEWABLE: [ ] YES [ ] NO
RENEWAL DATE:
EXTENDIBLE: [ ] YES [ ] NO
FINAL MATURITY DATE:
SINKING FUND:
OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO
OPTIONAL REPAYMENT DATE[S]:
MINIMUM DENOMINATIONS:
[ ] $1,000
[ ] Other:
ADDITIONAL AMOUNTS:
DEFEASANCE: [ ] YES [ ] NO
COVENANT DEFEASANCE: [ ] YES [ ] NO
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
OPTIONAL INTEREST RATE RESET DATES:
OTHER/DIFFERENT PROVISIONS:
Page 2
<PAGE>
JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (herein
referred to as the "Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
__________________________________________, or registered
assigns, the principal sum of ______________ on the Stated
Maturity Date shown above (except to the extent redeemed or
repaid prior to the Stated Maturity Date) and to pay interest,
if any, thereon at the Interest Rate shown above from the
Original Issue Date shown above or from the most recent
Interest Payment Date to which interest, if any, has been paid
or duly provided for, semi-annually on March 15 and September
15 of each year (unless other Interest Payment Dates are shown
on the face hereof) (each, an "Interest Payment Date") until
the principal hereof is paid or made available for payment and
on the Stated Maturity Date, any Redemption Date or Repayment
Date (such terms are together hereinafter referred to as the
"Maturity Date" with respect to the principal repayable on
such date); provided, however, that any payment of principal
(or premium, if any) or interest, if any, to be made on any
Interest Payment Date or on the Maturity Date that is not a
Business Day (as defined below) shall be made on the next
succeeding Business Day with the same force and effect as if
made on such Interest Payment Date or the Maturity Date, as
the case may be, and no additional interest, if any, shall
accrue on the amount so payable as a result of such delayed
payment. For purposes of this Security, unless otherwise
specified on the face hereof, "Business Day" means any day
that is not a Saturday or Sunday and that is neither a legal
holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to
foreign currency Notes, such day is also not a day on which
commercial banks are authorized or required by law, regulation
or executive order to close in the Principal Financial Center
(as defined) of the country issuing the Specified Currency
(or, if the Specified Currency is the euro, such day is also a
day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open);
provided, further, that, with respect to Securities as to
which LIBOR is an applicable interest rate basis, such day is
also a London Business Day. "London Business Day" means a day
on which commercial banks are open for business (including
dealings in the designated LIBOR Currency) in London.
"Principal Financial Center" means (i) the capital city of the
country issuing the Specified Currency or (ii) the capital
city of the country to which the designated LIBOR Currency
relates, as applicable, except, in the case of (i) or (ii)
above, that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders,
Portuguese escudos, South African rand and Swiss francs, the
"Principal Financial Center" shall be The City of New York,
Sydney and (solely in the case of the Specified Currency)
Melbourne, Toronto, Frankfurt, Amsterdam, London (solely in
the case of the designated LIBOR Currency), Johannesburg and
Zurich, respectively.
Page 3
<PAGE>
Any interest hereon is accrued from, and including, the next
preceding Interest Payment Date in respect of which interest,
if any, has been paid or duly provided for (or from, and
including, the Original Issue Date if no interest has been
paid) to, but excluding, the succeeding Interest Payment Date
or the Maturity Date, as the case may be. The interest, if
any, so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture
(referred to on the reverse hereof), be paid to the person
(the "Holder") in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business
on the March 1 or September 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date
(unless other Regular Record Dates are specified on the face
hereof) (each, a "Regular Record Date"); provided, however,
that, if this Security was issued between a Regular Record
Date and the initial Interest Payment Date relating to such
Regular Record Date, interest, if any, for the period
beginning on the Original Issue Date and ending on such
initial Interest Payment Date shall be paid on the Interest
Payment Date following the next succeeding Regular Record Date
to the Holder hereof on such next succeeding Regular Record
Date; and provided further that interest, if any, payable on
the Maturity Date will be payable to the person to whom the
principal hereof shall be payable. Any such interest not so
punctually paid or duly provided for ("Defaulted Interest")
will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the person in
whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a
special record date (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee
(referred to on the reverse hereof), notice whereof shall be
given to the Holder of this Security not less than ten days
prior to such Special Record Date, or may be paid at any time
in any other lawful manner, all as more fully provided in the
Indenture.
Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the
Specified Currency shown above unless the Holder hereof makes
the election described below. If the Specified Currency shown
above is other than U.S. dollars, the Exchange Rate Agent
(referred to on the reverse hereof) will arrange to convert
all payments in respect hereof into U.S. dollars in the manner
described on the reverse hereof; provided, however, that the
Holder hereof may, if so indicated above, elect to receive all
payments in such Specified Currency by delivery of a written
request to the corporate trust office of the Trustee in The
City of New York, on or prior to the applicable Regular
Record Date or at least sixteen days prior to the Maturity
Date, as the case may be. Such request may be in writing
(mailed or hand delivered) or by other form of facsimile
transmission. The Holder hereof may elect to receive payment
in such Specified Currency for all principal, premium, if any,
and interest, if any, payments and need not file a separate
election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the
Trustee on or prior to the applicable Regular Record Date or
at least sixteen days prior to the Maturity Date, as the case
may be.
Page 4
<PAGE>
In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to
payments on this Security shall, in all cases, be deemed
immediately following such redenomination to provide for
payment of that amount of redenominated currency representing
the amount of such obligations immediately before such
redenomination. In no event shall any adjustment be made to
any amount payable hereunder as a result of any change in the
value of the Specified Currency shown above relative to any
other currency due solely to fluctuations in exchange rates.
Until this Security is paid in full or payment therefor in
full is duly provided for, the Company will at all times
maintain a Paying Agent (which Paying Agent may be the
Trustee) in The City of New York (which, unless otherwise
specified above, shall be the "Place of Payment"). The
Company has initially appointed The First National Bank of
Chicago at its corporate trust office in The City of New York
as Paying Agent.
Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by
check mailed to the registered address of the Holder hereof;
provided, however, that, if (i) the Specified Currency is U.S.
dollars and this is a Global Security or (ii) the Specified
Currency is a Foreign Currency, and the Holder has elected to
receive payments in such Specified Currency as provided for
above, such interest payments will be made by transfer of
immediately available funds, but only if appropriate
instructions have been received in writing by the Trustee on
or prior to the applicable Regular Record Date.
Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency
(if other than U.S. dollars), such Holder may provide
appropriate instructions to the Trustee, and all such payments
will be made in immediately available funds to an account
maintained by the payee with a bank, but only if such bank has
appropriate facilities therefor. Unless otherwise specified
above, the principal hereof (and premium, if any) and
interest, if any, hereon payable on the Maturity Date will be
paid in immediately available funds upon surrender of this
Security at the corporate trust office of the Trustee
maintained for that purpose in The City of New York (or at
such other location as may be specified above). The Company
will pay any administrative costs imposed by banks in making
payments in immediately available funds but, except as
otherwise provided under Additional Amounts above, any tax,
assessment or governmental charge imposed upon payments will
be borne by the Holders of the Securities in respect of which
such payments are made.
Interest on this Security, if any, will be computed on the
basis of a 360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
SET FORTH AT THIS PLACE, INCLUDING, WITHOUT LIMITATION, THE
PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO
THE COMPANY'S SENIOR INDEBTEDNESS.
Page 5
<PAGE>
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
<PAGE>
[REVERSE OF NOTE]
JOHN DEERE CAPITAL CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES C
Section 1. General. This Security is one of a duly
authorized issue of securities (herein called the
"Securities") of the Company, issued and to be issued in one
or more series under an indenture, dated as of June 15, 1995,
as it may be supplemented from time to time (herein called the
"Indenture"), between the Company and The First National Bank
of Chicago, Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture with
respect to a series of which this Security is a part), to
which indenture and all indentures supplemental thereto,
reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof which is
unlimited in aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in
such Specified Currency, the amount of U.S. dollar payments to
be made in respect hereof will be determined by the Exchange
Rate Agent specified on the face hereof or a successor thereto
(the "Exchange Rate Agent") based on the bid quotation in The
City of New York at approximately 11:00 A.M., New York City
time, on the second Business Day preceding the applicable
payment date by the Exchange Rate Agent for the purchase by
the Exchange Rate Agent of the Specified Currency for U.S.
dollars for settlement on such payment date in the aggregate
amount of the Specified Currency payable to all Holders of
Securities denominated in a Foreign Currency scheduled to
receive U.S. dollar payments and at which the Exchange Rate
Agent commits to execute a contract. If such bid quotation is
not available, payments will be made in such Specified
Currency.
Except as set forth below, if the Specified Currency is other
than U.S. dollars and the Specified Currency is not available
due to the imposition of exchange controls or to other
circumstances beyond the Company's control, the Company will
be entitled to make payments in U.S. dollars on the basis of
the noon buying rate in The City of New York for cable
transfers of such Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market
Exchange Rate") for such Specified Currency on the second
Business Day prior to the applicable payment date or, if the
Market Exchange Rate is then not available, on the basis of
the most recently available Market Exchange Rate or as
otherwise indicated above.
Page 7
<PAGE>
All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion (except to the extent
expressly provided that any determination is subject to
approval by the Company) and, in the absence of manifest
error, shall be conclusive for all purposes and binding on the
Holder of this Security and the Exchange Rate Agent shall have
no liability therefor.
All currency exchange costs will be borne by the Company
unless the Holder of this Security has made the election to
receive payments in the Specified Currency. In that case, the
Holder shall bear its pro rata portion of currency exchange
costs, if any, by deductions from payments otherwise due to
such Holder.
References herein to "U.S. dollars" or "U.S. $" or "$" are to
the currency of the United States of America.
Section 3. Redemption. If so specified on the face hereof,
the Company may at its option redeem this Security in whole or
from time to time in part in increments of $1000 (provided
that any remaining principal amount of this Security shall not
be less than the Minimum Denomination specified on the face
hereof) on or after the date designated as the Initial
Redemption Date on the face hereof at 100% of the unpaid
principal amount hereof or the portion thereof redeemed (or,
if this Security is a Discount Security, such lesser amount as
is provided for below) multiplied by the Initial Redemption
Percentage specified on the face hereof, together with accrued
interest, if any, to the Redemption Date. Such Initial
Redemption Percentage shall decline at each anniversary of the
Initial Redemption Date by an amount equal to the Annual
Redemption Percentage Reduction, if any, specified on the face
hereof until the redemption price is 100% of the unpaid
principal amount hereof. The Company may exercise such option
by causing the Trustee to mail a notice of such redemption at
least 30 but not more than 60 days prior to the Redemption
Date. In the event of redemption of this Security in part
only, a new Security or Securities for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof. If less than all of the Securities
with like tenor and terms to this Security are to be redeemed,
the Securities to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate.
However, if less than all the Securities of the series, of
which this Security is a part, with differing issue dates,
interest rates or formula and stated maturities are to be
redeemed, the Company in its sole discretion shall select the
particular Securities to be redeemed and shall notify the
Trustee in writing thereof at least 45 days prior to the
relevant Redemption Date.
Page 8
<PAGE>
Section 4. Repayment. If so specified on the face hereof,
this Security shall be repayable prior to the Stated Maturity
Date at the option of the Holder on each applicable Optional
Repayment Date shown on the face hereof at a repayment price
equal to 100% of the principal amount to be repaid, together
with accrued interest, if any, to the Repayment Date. In
order for this Security to be repaid, the Trustee must receive
at least 30 but not more than 45 days prior to an Optional
Repayment Date, this Security with the form attached hereto
entitled "Option to Elect Repayment" duly completed. Any
tender of this Security for repayment shall be irrevocable.
The repayment option may be exercised by the Holder of this
Security in whole or in part in increments of $1,000 (provided
that any remaining principal amount of this Security shall not
be less than the Minimum Denomination specified on the face
hereof). Upon any partial repayment, this Security shall be
cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the
Holder of this Security.
Section 5. Renewable Securities. If so specified on the face
hereof, this Security will automatically be renewed at the
maturity date stated on the face hereof unless the Holder of
this Renewable Security elects to terminate the automatic
extension feature by giving notice in the manner described in
the related pricing supplement.
The holder of this Renewable Security must give notice of
termination at least 15 but not more than 30 days prior to the
Renewal Date. The Holder of a Renewable Security may
terminate the automatic extension for less than all of their
Renewable Securities only if the related pricing supplement
specifically permits partial termination. An election to
terminate the automatic extension of any portion of a
Renewable Security is not revocable and will be binding on the
Holder of this Security. If the Holder elects to terminate
the automatic extension of the maturity of this Security, the
Holder will become entitled to the principal and interest
accrued up to the Renewal Date. On the face hereof a final
maturity date beyond which the maturity date cannot be renewed
will be specified.
Section 6. Extendible Securities. If so specified on the
face hereof, the Stated Maturity Date of this Security may be
extended at the Company's option (an "Extendible Security")
for one or more whole year periods (each an "Extension
Period"), up to but not beyond a final maturity date stated on
the face hereof (but not to exceed 30 years from the date of
issue).
The Company may exercise its option to extend the Extendible
Security by notifying the Trustee (or any duly appointed
paying agent) at least 45 but not more than 60 days prior to
the then effective Maturity Date. If the Company elects to
extend the Extendible Security, the Trustee (or paying agent)
will mail (at least 40 days prior to the Maturity Date) to the
registered Holder a notice ("Extension Notice") informing the
Holder of this election, the new Maturity Date and any updated
terms. Upon the mailing of the Extension Notice, the maturity
of this Security will be extended automatically as set forth
in the Extension Notice.
However, the Company may, not later than 20 days prior to the
Maturity Date of an Extendible Security (or, if such date is
not a Business Day, on the immediately succeeding Business
Day), at the Company's option, establish a higher interest
rate for the Extension Period by mailing or causing the
Trustee (or paying agent) to mail notice of such higher
interest rate to the Holder of the Security. The notice will
be irrevocable.
Page 9
<PAGE>
If the Company elects to extend the maturity of an Extendible
Security, the Holder will have the option to instead elect
repayment of this Security on the then effective Maturity
Date. In order for an Extendible Security to be so repaid on
the Maturity Date, the Company must receive, at least 15 days
but not more than 30 days prior to the Maturity Date:
(1) this Security with the form attached hereto entitled
"Option to Elect Repayment" duly completed; or
(2) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. (the "NASD")
or a commercial bank or trust company in the United States
setting forth the name of the Holder of this Security, the
principal amount of this Security, the principal amount of
this Security to be repaid, the certificate number or a
description of the tenor and terms of this Security, a
statement that the option to elect repayment is being
exercised thereby and a guarantee that this Security to be
repaid, together with the duly completed form entitled "Option
to Elect Repayment", will be received by the Trustee (or
paying agent) not later than the fifth Business Day after the
date of the telegram, telex, facsimile transmission or letter;
provided, however, that the telegram, telex, facsimile
transmission or letter shall only be effective if this
Security and form duly completed are received by the Trustee
(or paying agent) by that fifth Business Day. The option may
be exercised by the Holder of an Extendible Security for less
than the aggregate principal amount of this Security then
outstanding if the principal amount of this Security remaining
outstanding after repayment is an authorized denomination.
Section 7. Sinking Fund. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking
fund.
Section 8. Discount Securities. If this Security (such a
Security being referred to as a "Discount Security") (a) has
been issued at an Issue Price lower, by more than a de minimis
amount (as determined under United States federal income tax
rules applicable to original issue discount instruments), than
the principal amount hereof and (b) would be considered an
original issue discount security for United States federal
income tax purposes, then the amount payable on this Security
in the event of redemption by the Company, repayment at the
option of the Holder or acceleration of the maturity hereof,
in lieu of the principal amount due at the Stated Maturity
Date hereof, shall be the Amortized Face Amount (as defined
below) of this Security as of the date of such redemption,
repayment or acceleration. The "Amortized Face Amount" of
this Security shall be the amount equal to the sum of (a) the
Issue Price (as set forth on the face hereof) plus (b) the
aggregate of the portions of the original issue discount (the
excess of the amounts considered as part of the "stated
redemption price at maturity" of this Security within the
meaning of Section 1273(a)(2) of the Internal Revenue Code of
1986, as amended (the "Code"), whether denominated as
principal or interest, over the Issue Price of this Security)
which shall theretofore have accrued pursuant to Section 1272
of the Code (without regard to Section 1272(a)(7) of the Code)
from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the
"stated redemption price at maturity" of this Security which
has been paid on this Security from the date of issue to the
date of determination.
Page 10
<PAGE>
Section 9. Modification and Waivers; Subordination;
Obligation of the Company Absolute. The Indenture permits,
with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of
each series. Such amendment may be effected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected
thereby. The Indenture also contains provisions permitting
the Holders of not less than a majority in principal amount
of the Outstanding Securities, on behalf of the Holders of all
Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture. Provisions in the
Indenture also permit the Holders of not less than a majority
in principal amount of the Outstanding Securities of any
series to waive on behalf of all of the Holders of Securities
of such series certain past defaults under the Indenture and
their consequences. Any such consent or waiver shall be
conclusive and binding upon the Holder of this Security and
upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
The indebtedness evidenced by the Securities is, to the extent
and in the manner set forth in the Indenture, expressly
subordinated and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security
is issued subject to such provisions of the Indenture. Each
Holder of this Security, by accepting the same, agrees to and
shall be bound by such provisions of the Indenture and
authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate such
subordination as provided in the Indenture and appoints the
Trustee his attorney-in-fact for any and all such purposes.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any)
and interest, if any, on this Security at the times, place
and rate, and in the Currency herein prescribed.
Section 10. Defeasance and Covenant Defeasance. The
Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Security
and (b) certain restrictive covenants and the related defaults
and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply
to this Security, unless otherwise specified on the face
hereof.
Page 11
<PAGE>
Section 11. Minimum Denomination. Unless otherwise provided
on the face hereof, this Security is issuable only in
registered form without coupons in denominations of $1,000 or
any amount in excess thereof which is an integral multiple of
$1,000. If this Security is denominated in a Specified
Currency other than U.S. Dollars or is a Discount Security,
this Security shall be issuable in the denominations set forth
on the face hereof.
Section 12. Registration of Transfer. As provided in the
Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Security is
registrable in the Security Register upon surrender of this
Security for registration of transfer at the office or Place
of Payment for the series of Securities of which this Security
forms a part, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized
denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
If the registered owner of this Security is the Depository
(such a Security being referred to as a "Global Security") and
(i) the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not
appointed by the Company within 90 days after notice to the
Company or (ii) an Event of Default occurs, the Company will
issue Securities in certificated form in exchange for this
Global Security. In addition, the Company may at any time,
and in its sole discretion, determine not to have Securities
represented by a Global Security and, in such event, will
issue Securities in certificated form in exchange in whole for
this Global Security. In any such instance, an owner of a
beneficial interest in this Global Security will be entitled
to physical delivery of Securities in certificated form equal
in principal amount to such beneficial interest and to have
such Securities registered in its name. Securities so issued
in certificated form will be issued in denominations of $1,000
(or such other Minimum Denomination specified on the face
hereof by the Company) or any amount in excess thereof which
is an integral multiple of $1,000 (or such Minimum
Denomination) and will be issued in registered form only,
without coupons.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder as the owner
hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
Section 13. Events of Default. If an Event of Default with
respect to the Securities of the series of which this Security
forms a part shall have occurred and be continuing, the
principal of this Security may be declared due and payable in
the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security
which are defined in the Indenture and are not otherwise
defined herein shall have the meanings assigned to them in the
Indenture.
Section 15. Governing Law. Unless otherwise specified on the
face hereof, this Security shall be governed by and construed
in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.
Page 12
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay this Security (or the portion thereof
specified below), pursuant to its terms, on the Optional
Repayment Date first occurring after the date of receipt of
the within Security as specified below (the "Repayment Date"),
at a Repayment Price equal to 100% of the principal amount
thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:
______________________________________________________
______________________________________________________
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this
Security with the Option to Elect Repayment duly completed
must be received at least 30 but not more than 45 days prior
to the Repayment Date (or, if such Repayment Date is not a
Business Day, the next succeeding Business Day) by the Company
at its office or agency in The City of New York, which will be
located initially at the office of the Trustee at c/o First
Chicago Trust Company of New York, 14 Wall Street, 8th Floor,
Window 2, New York, NY 10005, Attention: Corporate Trust
Administration.
If less than the entire principal amount of this Security is
to be repaid, specify the portion thereof (which shall be
$1,000 or an integral multiple thereof) which is to be repaid:
$______________________.
If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the
Security(ies) to be issued for the unpaid amount ($1,000 or
any integral multiple of $1,000; provided that any remaining
principal amount of this Security shall not be less than the
Minimum Denomination): $_________________________.
Dated:____________________________
________________________________________________________
Note: The signature to this Option to Elect Repayment must
correspond with the name as written upon the face of this
Security in every particular without alterations or
enlargement or any change whatsoever.
Page 13
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - ............Custodian............
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________
|_____________________________|
____________________________________________________________
Please print or type name and address, including zip code of
assignee
____________________________________________________________
the within Security of JOHN DEERE CAPITAL CORPORATION and all
rights thereunder and does hereby irrevocably constitute and
appoint
_________________________________________________ Attorney
to transfer the said Security on the books of the within-named
Company, with full power of substitution in the premises.
Dated ____________________________
SIGNATURE GUARANTEED:
___________________________________________________________
NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Security in
every particular, without alteration or enlargement or any
change whatsoever.
Page 14
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
[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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(ii) If "LIBOR Telerate" is specified on the face hereof,
LIBOR will be the rate for deposits in the LIBOR Currency
having the Index Maturity set forth on the face hereof on the
applicable Interest Reset Date, as such rates appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on that
Interest Determination Date. If such rate does not appear,
LIBOR for such Interest Determination Date will be determined
as described in (iii) below. 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
<PAGE>
"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
<PAGE>
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
<PAGE>
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
<PAGE>
"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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
Page 23
<PAGE>
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
