EXHIBIT
4.1


 


PURCHASE AGREEMENT, dated as of July 15, 2003, between
JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (the “Seller”), and JOHN
DEERE RECEIVABLES, INC., a Nevada corporation (the “Purchaser”).


 


WHEREAS, Deere & Company and other affiliates of
the Seller have purchased in the ordinary course of business certain
agricultural and construction equipment retail installment sale and loan
contracts secured by new and used agricultural, construction and forestry
equipment and, in turn, have sold such contracts to the Seller on a daily basis
pursuant to intercompany agreements; and


 


WHEREAS, the Seller and the Purchaser wish to set
forth the terms pursuant to which the Receivables (as hereinafter defined) are
to be sold by the Seller to the Purchaser, which Receivables will be
transferred by the Purchaser, pursuant to the Sale and Servicing Agreement (as
hereinafter defined), to John Deere Owner Trust 2003 (the “Trust”), which Trust
will issue the Certificate representing fractional undivided interests in, and
Class A-1 1.08125% Asset Backed Notes, Class A-2 1.31% Asset Backed Notes,
Class A-3 1.79% Asset Backed Notes, Class A-4 2.44% Asset Backed Notes and
Class B 2.01% Asset-Backed Notes collateralized by, such Receivables and the
other property of the Trust.


 


NOW, THEREFORE, in consideration of the foregoing,
other good and valuable consideration and the mutual terms and covenants
contained herein, the parties hereto agree as follows:


 


ARTICLE I


 


CERTAIN DEFINITIONS


 


Capitalized terms not defined in this Agreement shall
have the meaning set forth in the Sale and Servicing Agreement.  As used in this Agreement, the following
terms shall, unless the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms of the
terms defined):


 


“Affiliate” means, with respect to any specified
Person, any other Person controlling or controlled by or under common control
with such specified Person.  For the
purposes of this definition, “control”, when used with respect to any specified
Person, means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms “controlled by” and “controlling” have
meanings correlative to the foregoing.


 


“Agreement” shall mean this Purchase Agreement, as the
same may be amended, modified or supplemented from time to time.


 


“Assignment” shall mean the document of assignment
attached to this Agreement as Exhibit A.


 

















 


“Basic Documents” has the meaning given such term in
the Indenture.


 


“Certificate” shall have the meaning assigned to the
term “Certificate” in the Trust Agreement.


 


“Closing Date” shall mean July 24, 2003.


 


“Collections” shall mean all amounts collected by the
Servicer (from whatever source other than any amounts collected in respect of
dealer reserves) on or with respect to the Receivables other than Purchased
Receivables and Liquidated Receivables.


 


“Indenture” shall mean the Indenture, dated as of July
15, 2003, between the Trust and The Bank of New York, as trustee, as the same
may be amended, modified or supplemented from time to time.


 


“Person” means any individual, corporation, limited
liability company, estate, partnership, joint venture, association, joint stock
company, trust (including any beneficiary thereof), unincorporated organization
or government or any agency or political subdivision thereof.


 


“Prospectus” shall mean the Prospectus dated July 16,
2003 and the Prospectus Supplement, dated July 16, 2003, relating to the Notes.


 


“Purchaser” shall mean John Deere Receivables, Inc., a
Nevada corporation, and its successors and assigns.


 


“Receivable” shall mean any Contract listed on
Schedule A (which Schedule may be in the form of microfiche).


 


“Repurchase Event” shall have the meaning specified in
Section 6.02.


 


“Sale and Servicing Agreement” shall mean the Sale and
Servicing Agreement, dated as of July 15, 2003, among the Trust, the Purchaser
and the Seller, as the same may be amended, modified or supplemented from time
to time.


 


“Sales Branches” means the equipment sales branches
and sales regions in the United States operated by Deere & Company, a
Delaware corporation, and its wholly-owned subsidiaries.


 


“Schedule of Receivables” shall mean the list of
Receivables annexed hereto as Schedule A.


 


“Seller” shall mean John Deere Capital Corporation, a
Delaware corporation, and its successors and assigns.


 


“UCC” means, unless the context otherwise requires,
the Uniform Commercial Code, as in effect in the relevant jurisdiction, as
amended from time to time.


 


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ARTICLE
II


 


CONVEYANCE
OF RECEIVABLES


 


SECTION 2.01       Conveyance of Receivables.  In consideration of the Purchaser’s delivery
to or upon the order of the Seller of $749,025,702.39 and the waiver
termination and release set forth in Section 2.02 below the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, whether
now owned or hereafter acquired, without recourse (subject to the obligations
herein):


 


(a)           all
right, title and interest of the Seller in and to the Receivables, and all
monies due thereon on and after the Cut-off Date;


 


(b)           the
interest of the Seller in the security interests in the Financed Equipment
granted by Obligors pursuant to the Receivables and any other interest of the
Seller in such Financed Equipment;


 


(c)           the
interest of the Seller in any proceeds with respect to the Receivables from
claims on any physical damage, credit life or disability insurance policies
covering Financed Equipment or Obligors: and


 


(d)           the
proceeds of any and all of the foregoing.


 


SECTION 2.02       The Purchaser hereby waives, releases and
terminates (i) any rights it may have in any equipment (other than the Financed
Equipment) as security for any obligations owing to it under the Receivables,
(ii) any rights it may have in any property as security for any Receivable
other than the rights relating to the related Financed Equipment and the
proceeds thereof and (iii) any rights it may have to apply moneys received
under a receivable that was not sold to the Purchaser pursuant to Section
2.01.  Notwithstanding anything to the
contrary contained herein, the foregoing in no way constitutes a waiver,
release or termination of any of the rights of the Purchaser with respect to
the Financed Equipment and the rights related to the Financed Equipment.


 


SECTION 2.03       The Closing.  The sale and purchase of the Receivables shall take place at a
closing (the “Closing”) at the offices of Shearman & Sterling LLP, 599
Lexington Avenue, New York, New York 10022 on the Closing Date, simultaneously
with the closings under (a) the Sale and Servicing Agreement, (b) the Trust
Agreement and (c) the Indenture.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


SECTION 3.01       Representations and Warranties of the
Purchaser.  The Purchaser hereby
represents and warrants to the Seller as of the date hereof and as of the
Closing Date:


 


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(a)           Organization
and Good Standing.  The Purchaser is
duly organized, validly existing in good standing under the laws of the State
of Nevada, and has the power and authority to own its properties and to conduct
the business in which it is currently engaged, and had at all relevant times,
and has, the power, authority and legal right to acquire, own and sell the
Receivables.


 


(b)           Due
Qualification.  The Purchaser is duly
qualified to do business as a foreign corporation in good standing, and has
obtained all necessary licenses and approvals, in all jurisdictions in which
the ownership or lease of property or the conduct of its business shall require
such qualification.


 


(c)           Power
and Authority.  The Purchaser has the
power and authority to execute and deliver this Agreement and to carry out its
terms and the execution, delivery and performance of this Agreement have been
duly authorized by the Purchaser by all necessary corporate action.


 


(d)           No
Violation.  The consummation of the
transactions contemplated by this Agreement and the fulfillment of the terms
hereof do not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a
default under, the certificate of incorporation or by-laws of the Purchaser, or
any indenture, agreement or other instrument to which the Purchaser is a party
or by which it is bound; nor result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than the Sale and Servicing Agreement and
the Indenture); nor violate any law or, to the best of the Purchaser’s
knowledge, any order, rule or regulation applicable to the Purchaser of any
court or of any Federal or State regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Purchaser or
its properties.


 


(e)           No
Proceedings.  There are no proceedings
or investigations pending or, to the Purchaser’s best knowledge, threatened,
before any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Purchaser or its properties which
(i) assert the invalidity of this Agreement, (ii) seek to prevent the
consummation of any of the transactions contemplated by this Agreement or (iii)
seek any determination or ruling that might materially and adversely affect the
performance by the Purchaser of its obligations under, or the validity or
enforceability of, this Agreement.


 


SECTION 3.02       Representations and Warranties of the Seller.


 


(a)           The
Seller hereby represents and warrants to the Purchaser as of the date hereof
and as of the Closing Date:


 


(i)            Organization
and Good Standing.  The Seller is duly
organized, validly existing in good standing under the laws of the State of
Delaware, and has the power and authority to own its properties and to conduct
the business in which it is currently engaged, and had at all relevant times,
and has, the power, authority and legal right to acquire and own the Receivables.


 


(ii)           Power
and Authority.  The Seller has the power
and authority to execute and deliver this Agreement and to carry out its terms;
the Seller has full power and authority to


 


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sell and assign the property sold and assigned to the Purchaser hereby
and has duly authorized such sale and assignment to the Purchaser by all
necessary corporate action; and the execution, delivery and performance of this
Agreement have been duly authorized by the Seller by all necessary corporate
action.


 


(iii)          No Violation.  The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof neither conflict with, result
in any breach of any of the terms and provisions of, nor constitute (with or
without notice or lapse of time) a default under, the certificate of
incorporation or by-laws of the Seller, or any indenture, agreement or other
instrument to which the Seller is a party or by which it is bound; nor result
in the creation or imposition of any Lien upon any of its properties pursuant
to the terms of any such indenture, agreement or other instrument (other than
this Agreement); nor violate any law or, to the best of the Seller’s knowledge,
any order, rule or regulation applicable to the Seller of any court or of any
Federal or State regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its properties.


 


(iv)          No
Proceedings.  To the Seller’s best
knowledge, there are no proceedings or investigations pending, or threatened,
before any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its properties which (A)
assert the invalidity of this Agreement, (B) seek to prevent the consummation
of any of the transactions contemplated by this Agreement or (C) seek any
determination or ruling that might materially and adversely affect the
performance by the Seller of its obligations under, or the validity or
enforceability of, this Agreement.


 


(b)           The
Seller makes the following representations and warranties as to the Receivables
on which the Purchaser relied in accepting the Receivables.  The parties hereto acknowledge that the
representations and warranties below require the Seller to monitor conditions
that it may not have the ability to monitor. 
Accordingly, wherever the Seller makes, or is deemed to make, a
representation that it cannot monitor, such representation shall be made as if
prefaced with the phrase “to the best of the Seller’s knowledge”; provided,
however, that the determination as to whether a Repurchase Event has occurred
pursuant to Section 6.02 shall be made without reliance on the phrase described
above.  Except as provided below, such representations
and warranties speak as of the execution and delivery of this Agreement but
shall survive the sale, transfer and assignment of the Receivables to the
Purchaser and the subsequent assignments and transfers of the Receivables
pursuant to the Sale and Servicing Agreement and pursuant to the Indenture:


 


(i)            Characteristics
of Receivables.  Each Receivable (A) was
originated in the United States of America by the Sales Branches in the
ordinary course of business or was originated by a Dealer in the ordinary
course of business, in each case in connection with the retail sale by a Dealer
of Financed Equipment in the ordinary course of such Dealer’s business, was
fully and properly executed by the parties thereto, was purchased by the Seller
from such Sales Branch or such Dealer under an existing agreement with the
Sales Branches or the Dealers, as the case may be, and was validly assigned by
such Sales Branch or Dealer, as the case may be, to the Seller in accordance
with its terms, (B) is secured by a validly perfected enforceable first
priority security interest in favor of the Seller in the Financed Equipment,
which security interest is assignable by the Seller to the Purchaser, by the
Purchaser to the Issuer and by the Issuer to the


 


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Indenture Trustee, (C) contains customary and enforceable provisions
such that the rights and remedies of the holder thereof are adequate for
realization against the collateral of the benefits of the security and (D) provides
for fixed payments on a periodic basis, yields interest at a fixed rate and is
prepayable without premium or penalty at any time.  The fixed payments provided for are sufficient to fully amortize
the Amount Financed by maturity and pay finance charges at the Annual
Percentage Rate over the original term of the Receivable.


 


(ii)           Schedule
of Receivables.  The information set
forth in Schedule A to this Agreement is true and correct in all material
respects as of the opening of business on the Cut-off Date and no selection
procedures believed to be adverse to the Noteholders or the Certificateholder
were utilized in selecting the Receivables. 
The computer tape regarding the Receivables made available to the Purchaser
and its assigns is true and correct in all respects.


 


(iii)          Compliance with Law.  Each Receivable and the sale of the Financed
Equipment complied at the time it was originated or made and at the execution
of this Agreement complies in all material respects with all requirements of
applicable Federal, State and local laws and regulations thereunder, including
usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act,
the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal
Reserve Board’s Regulations B and S and other equal credit opportunity and
disclosure laws.


 


(iv)          Binding
Obligations.  Each Receivable represents
the genuine, legal, valid and binding payment obligation in writing of the
Obligor, enforceable by the holder thereof in accordance with its terms,
subject to bankruptcy, insolvency and other laws relating to the enforcement of
creditors’ rights generally and to general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at law).  Such enforceability has not been and is not
adversely affected by whether or not the Seller was or is qualified to do
business in the State in which the Obligor was or is located.


 


(v)           Security
Interest in Financed Equipment. 
Immediately prior to the sale, assignment and transfer thereof, (i) each
Receivable shall be secured by a validly perfected first priority security
interest in the Financed Equipment in favor of the Seller as secured party or
all necessary and appropriate actions have been commenced that would result in
the valid perfection of a first security interest in the Financed Equipment in
favor of the Seller as secured party, and (ii) none of the Seller or any of its
Affiliates (other than the John Deere Owner Trust 2001) shall have any other
security interest in any Financed Equipment.


 


(vi)          Receivables
in Force.  No Receivable has been
satisfied, subordinated or rescinded, nor has any Financed Equipment been
released from the lien granted by the related Receivable in whole or in
part.  No Receivable is rescindable on
the basis of whether or not the Seller is qualified to do business in the State
in which the Obligor is located.


 


(vii)         No Waiver. 
No provision of a Receivable has been waived, except as provided in the
Waiver dated July 16, 2003 executed by the Seller, Deere & Company, John
Deere Construction & Forestry Company, Deere Credit, Inc. and FPC
Financial, f.s.b.


 


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(viii)        No Amendments. 
No Receivable has been amended such that the amount of the Obligor’s
Scheduled Payments has been increased except for increases resulting from the
inclusion of any premium for forced-placed physical damage insurance covering
the Financed Equipment and for increases resulting from the addition of finance
charges for the deferral of Scheduled Payments.


 


(ix)           No
Defenses.  No right of rescission,
setoff, counterclaim or defense has been asserted or threatened with respect to
any Receivable.


 


(x)            No
Liens.  No liens or claims have been
filed for work, labor or materials relating to any Financed Equipment that are
liens prior to, or equal or coordinate with, the security interest in the
Financed Equipment granted by the Receivable.


 


(xi)           No
Default.  No Receivable has a payment
that is more than 89 days overdue as of the Cut-off Date and, except as
permitted in this paragraph, no default, breach, violation or event permitting
acceleration under the terms of any Receivable has occurred and is continuing;
and (except for payment defaults continuing for a period of not more than 89
days) no continuing condition that with notice or the lapse of time would
constitute a default, breach, violation or event permitting acceleration under
the terms of any Receivable has arisen; and the Seller has not waived and shall
not waive any of the foregoing.


 


(xii)          Insurance. 
The Seller, in accordance with its customary procedures, has determined
that the Obligor has obtained physical damage insurance covering the Financed
Equipment and under the terms of the Receivable the Obligor is required to
maintain such insurance.


 


(xiii)         Title. 
It is the intention of the Seller that the transfer and assignment
herein contemplated constitute an absolute and irrevocable sale of the Receivables
from the Seller to the Purchaser and that the beneficial interest in and title
to the Receivables not be part of the debtor’s estate in the event of the
filing of a bankruptcy petition by or against the Seller under any bankruptcy
law.  Immediately prior to the transfer
and assignment herein contemplated, the Seller has good and marketable title to
each Receivable free and clear of all Liens, encumbrances, security interests
and rights of others and, immediately upon the transfer thereof, the Purchaser
shall have good and marketable title to each Receivable, free and clear of all
Liens, encumbrances, security interests and rights of others; and the transfer
has been perfected under the UCC.


 


(xiv)        Lawful Assignment.  No Receivable has been originated in, or is subject to the laws
of, any jurisdiction under which the sale, transfer and assignment of such
Receivable or any Receivable under this Agreement, the Sale and Servicing
Agreement or the Indenture is unlawful, void or voidable.


 


(xv)         All
Filings Made.  All filings (including
UCC filings) necessary in any jurisdiction to give the Purchaser a first
perfected ownership interest in the Receivables have been made.


 


(xvi)        One Original. 
There is only one original executed copy of each Receivable.


 


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(xvii)       Maturity of Receivables.  Each Receivable has a scheduled maturity
date not later than June 21, 2009; the weighted average remaining term of the
Receivables is 44.53 months as of the Cut-off Date.


 


(xviii)      Location of Receivable Files.  The Receivable Files are kept at 1 East
First Street, Suite 600, Reno, Nevada 89501.


 


(xix)         Outstanding Principal Balance.  As of the Cut-off Date, each Receivable has
an outstanding principal balance of at least $500.


 


(xx)          No
Bankruptcies.  No Obligor on any
Receivable as of the Cut-off Date was noted in the related Receivable File as
having filed for bankruptcy.


 


(xxi)         No Repossessions.  No Financed Equipment securing any Receivable is in repossession
status.


 


(xxii)        Tangible Chattel Paper.  Each Receivable constitutes “tangible
chattel paper” within the meaning of the UCC of the State of Nevada and the
State of Delaware.


 


(xxiii)       U.S. Obligors. 
None of the Receivables is due from any Person which does not have a mailing
address in the United States of America.


 


(xxiv)       Agreement. 
The representations and warranties of the Seller in this Agreement are
true.


 


(xxv)        Payment Frequency.  As of the Cut-off Date and as shown on the books of the Seller
and rounded to the nearest tenth, Receivables having an aggregate balance equal
to approximately 46.89% of the aggregate balance of all Receivables had annual
scheduled payments; as of the Cut-off Date and as shown on the books of the
Seller, Receivables having an aggregate balance equal to approximately 2.39% of
the aggregate balance of all Receivables had semi-annual scheduled payments; as
of the Cut-off Date and as shown on the books of the Seller, Receivables having
an aggregate balance equal to approximately 0.67% of the aggregate balance of
all Receivables had quarterly scheduled payments; as of the Cut-off Date and as
shown on the books of the Seller, Receivables having an aggregate balance equal
to approximately 48.48% of the aggregate balance of all Receivables had monthly
scheduled payments; and as of the Cut-off Date and as shown on the books of the
Seller, Receivables having an aggregate balance equal to 1.57% of the aggregate
balance of all Receivables had scheduled payments which occur at various
intervals other than intervals described above.


 


(xxvi)       Interest
Accruing.  Each Receivable is, as
of the Cut-off Date, accruing interest.


 


(xxvii)      Certificate of Title.  As of the Closing Date, the only states which may require a
certificate of title in order to perfect a security interest in the Financed
Equipment are Massachusetts and New Jersey, which respectively constitute
approximately 1.04% and 1.25% of the initial aggregate balance of all
Receivables.


 


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(xxviii)      Concentrations. 
As of the Closing Date, no single obligor represents more than 1.00% of
the initial aggregate balance of all Receivables.


 


(xxix)       Normal Course of Business.  The Receivables were acquired by the Seller
in accordance with its normal underwriting procedures.


 


ARTICLE IV


 


CONDITIONS


 


SECTION 4.01       Conditions to the Obligation of the Purchaser.  The obligation of the Purchaser to purchase
the Receivables is subject to the satisfaction of the following conditions:


 


(a)           Representations
and Warranties True.  The
representations and warranties of the Seller hereunder shall be true and
correct on the Closing Date with the same effect as if then made, and the
Seller shall have performed all obligations to be performed by it hereunder on
or prior to the Closing Date.


 


(b)           Computer
Files Marked.  The Seller shall, at its
own expense, on or prior to the Closing Date indicate in its computer files
that the Receivables have been sold to the Purchaser pursuant to this Agreement
and shall deliver to the Purchaser the Schedule of Receivables certified by the
Chairman, the President, a Vice President or the Treasurer of the Seller to be
true, correct and complete.


 


(c)           Documents
to Be Delivered by the Seller at the Closing.


 


(i)            The
Assignment.  At the Closing, the Seller
will execute and deliver the Assignment. 
The Assignment shall be substantially in the form of Exhibit A hereto.


 


(ii)           Evidence
of UCC Filing.  On or prior to the
Closing Date, the Seller shall record and file, at its own expense, a UCC-1
financing statement in each jurisdiction in which required by applicable law,
executed by the Seller, as seller or debtor, and naming the Purchaser, as
purchaser or secured party, describing the Receivables and the other property
included in the Owner Trust Estate as collateral, meeting the requirements of
the laws of each such jurisdiction and in such manner as is necessary to
perfect the sale, transfer, assignment and conveyance of such Receivables to
the Purchaser.  The Seller shall deliver
a file-stamped copy, or other evidence satisfactory to the Purchaser of such
filing, to the Purchaser on or prior to the Closing Date.


 


(iii)          Other
Documents.  Such other documents
as the Purchaser may reasonably request.


 


(d)           Other
Transactions.  The transactions
contemplated by the Sale and Servicing Agreement to be consummated on the
Closing Date shall be consummated on such date.


 


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SECTION 4.02       Conditions to Obligation of the Seller.  The obligation of the Seller to sell the Receivables
to the Purchaser is subject to the satisfaction of the following conditions:


 


(a)           Representations
and Warranties True.  The
representations and warranties of the Purchaser hereunder shall be true and
correct on the Closing Date with the same effect as if then made, and the
Purchaser shall have performed all obligations to be performed by it hereunder
on or prior to the Closing Date.


 


(b)           Receivables
Purchase Price.  On the Closing Date,
the Purchaser shall have delivered to the Seller the purchase price specified
in Section 2.01.


 


ARTICLE
V


 


COVENANTS
OF THE SELLER


 


The Seller agrees with the Purchaser as follows;
provided, however, that to the extent that any provision of this Article
conflicts with any provision of the Sale and Servicing Agreement, the Sale and
Servicing Agreement shall govern:


 


SECTION 5.01       Protection of Right, Title and Interest.


 


(a)           Filings.  The Seller shall cause all financing
statements and continuation statements and any other necessary documents
covering the right, title and interest of the Purchaser in and to the
Receivables and the other property included in the Owner Trust Estate to be
promptly filed, and at all times to be kept, recorded, registered and filed,
all in such manner and in such places as may be required by law fully to
preserve and protect the right, title and interest of the Purchaser hereunder
to the Receivables and the other property included in the Owner Trust
Estate.  The Seller shall deliver to the
Purchaser stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above, as soon as available following such
recordation, registration or filing. 
The Purchaser shall cooperate fully with the Seller in connection with
the obligations set forth above and will execute any and all documents
reasonably required to fulfill the purpose of this paragraph.


 


(b)           Name
Change.  Within 15 days after the Seller
makes any change in its name, identity, jurisdiction of organization or
corporate structure which would make any financing statement or continuation
statement filed in accordance with paragraph (a) above seriously misleading
within the applicable provisions of the UCC or any title statute, the Seller
shall give the Purchaser notice of any such change, and no later than 5 days
after the effective date thereof, shall file such financing statements or
amendments as may be necessary to continue the perfection of the Purchaser’s
interest in the property included in the Owner Trust Estate.


 


SECTION 5.02       Other Liens or Interests.  Except for the conveyances hereunder and
pursuant to the Sale and Servicing Agreement, the Indenture and the other Basic
Documents, the Seller will not sell, pledge, assign or transfer to any Person,
or grant, create, incur, assume or suffer to exist any Lien on, any interest
in, to and under the Receivables, and the Seller shall defend the right, title
and interest of the Purchaser in, to and under the Receivables against all
claims of third parties claiming through or under the Seller, any Sales Branch
or any Dealer;


 


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provided, however, that the Seller’s obligations under this Section
shall terminate upon the termination of the Trust pursuant to the Trust
Agreement.


 


SECTION 5.03       Jurisdiction of Incorporation, Chief
Executive Office, etc.  During the
term of the Receivables, the Seller will maintain its (a) jurisdiction of
incorporation in one of the States and (b) and chief executive office in one of
the States, except in each case Louisiana or Vermont.


 


SECTION 5.04       Indemnification.  The Seller shall indemnify the Purchaser for
any liability as a result of the failure of a Receivable to be originated in
compliance with all requirements of law and for any breach of any of its
representations and warranties contained herein, other than the representations
and warranties made pursuant to Section 3.02 (b) for which the sole remedy
shall be provided by Section 6.02; provided, however, that the remedy provided
by Section 6.02 shall not apply to the representations and warranties contained
in Section 3.02(b) (xxiv) and (xxv); and provided further that the Seller shall
indemnify the Purchaser for any liability arising from a breach of Section
3.02(b)(iii).  These indemnity obligations
shall be in addition to any obligation that the Seller may otherwise have.


 


ARTICLE
VI


 


MISCELLANEOUS
PROVISIONS


 


SECTION 6.01       Obligations of Seller.  The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.


 


SECTION 6.02       Repurchase Events.  The Seller hereby covenants and agrees with
the Purchaser for the benefit of the Purchaser, the Indenture Trustee, the
Noteholders, the Owner Trustee and the Certificateholder that as of the last
day of the second month following the discovery by or notice to the Seller of
the occurrence of a breach of any of the Seller’s representations and
warranties contained in Section 3.02(b) (other than the representations and
warranties contained in subsections 3.02(b)(xxiv) and (xxv)) in respect of a
Receivable shall constitute an event obligating the Seller to repurchase such
Receivable (“Repurchase Events”), at the Purchase Amount from the Purchaser or
from the Trust.  The repurchase
obligation of the Seller shall constitute the sole remedy to the Purchaser, the
Indenture Trustee, the Noteholders, the Owner Trustee or the Certificateholder
against the Seller with respect to any Repurchase Event.


 


SECTION 6.03       Purchaser Assignment of Repurchased
Receivables.  With respect to all
Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser
shall assign, without recourse, representation or warranty, to the Seller all
the Purchaser’s right, title and interest in and to such Receivables, and all
security and documents relating thereto.


 


SECTION 6.04       Trust. 
The Seller acknowledges and agrees that (a) the Purchaser will, pursuant
to the Sale and Servicing Agreement, sell the Receivables to the Trust and
assign its rights under this Agreement to the Trust, (b) the Trust will,
pursuant to the Indenture, assign


 


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such Receivables and such rights to the Indenture Trustee and (c) the
representations and warranties contained in this Agreement and the rights of
the Purchaser under this Agreement, including under Section 6.02, are intended
to benefit the Trust, the Certificateholder and the Noteholders.  The Seller hereby consents to all such sales
and assignments.


 


SECTION 6.05       Amendment.  This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Seller and the Purchaser, without
the consent of the Noteholders or the Certificateholder, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Noteholders or Certificateholder; provided, however, that such amendment will
not materially and adversely affect the interest of any Noteholder or the
Certificateholder; provided further that 10 days’ prior written notice of any
such amendment be given to each Rating Agency and, if a Rating Agency notifies
the Owner Trustee that such amendment will result in a downgrading or
withdrawal of the then current rating of any class of the Notes, such amendment
shall become effective with the consent of the Holders of Notes evidencing not
less than a majority of the Outstanding Amount of the Notes; provided further
that any solicitation of such consent shall disclose the downgrading or
withdrawal that would result from such amendment.  This Agreement may also be amended by the Seller and the
Purchaser, with prior written notice to the Rating Agencies, with the consent
of the Holders of Notes evidencing at least a majority in the Outstanding
Amount of the Notes and the holder of the Certificate for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of
Noteholders or the Certificateholder; provided, however, that no such amendment
may (i) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on Receivables or distributions that are
required to be made for the benefit of Noteholders or the Certificateholder or
(ii) reduce the aforesaid percentage of the Notes which are required to consent
to any such amendment or eliminate the consent of the Certificateholder,
without the consent of the holders of all the outstanding Notes and the holder
of the Certificate.


 


SECTION 6.06       Accountants’ Letters.  (a) 
Deloitte & Touche LLP will review the characteristics of the
Receivables described in the Schedule of Receivables set forth as a Schedule
hereto and will compare those characteristics to the information with respect
to the Receivables contained in the Prospectus; (b) the Seller will cooperate
with the Purchaser and Deloitte & Touche LLP in making available all
information and taking all steps reasonably necessary to permit such accountants
to complete the review set forth in clause (a) above and to deliver the letters
required of them under the Underwriting Agreement; and (c) Deloitte &
Touche LLP will deliver to the Purchaser a letter, dated the date of the
Prospectus, in the form previously agreed to by the Seller and the Purchaser,
with respect to the financial and statistical information contained in the
Prospectus and with respect to such other information as may be agreed in the
form of letter.


 


SECTION 6.07       Waivers. 
No failure or delay on the part of the Purchaser in exercising any
power, right or remedy under this Agreement or the Assignment shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other or further exercise thereof or the exercise
of any other power, right or remedy.


 


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SECTION 6.08       Notices. 
All demands, notices and communications under this Agreement shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (a) in the
case of the Seller, to John Deere Capital Corporation, Suite 600, First
Interstate Bank Building, 1 East First Street, Reno, Nevada 89501,
Attention:  Manager, (775) 786-5527; (b)
in the case of the Purchaser, to John Deere Receivables, Inc., First Interstate
Bank Building, 1 East First Street, Reno, Nevada 89501, Attention:  Manager, Asset Securitization, (775)
786-5914, with a copy to Deere & Company, One John Deere Place, Moline,
Illinois 61265, Attention:  Treasury
Department, Assistant Treasurer, (309) 765-5697; (c) in the case of Moody’s, to
Moody’s Investors Service, Inc., ABS Monitoring Department, 99 Church Street,
New York, New York 10007; and (d) in the case of Standard & Poor’s, to
Standard & Poor’s, a division of The McGraw-Hill Companies Inc., 55 Water
Street (40th Floor), New York, New York 10041, Attention:  Asset Backed Surveillance Department; or as
to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.


 


SECTION 6.09       Costs and Expenses.  The Seller will pay all expenses incident to
the performance of its obligations under this Agreement and the Seller agrees
to pay all reasonable out-of-pocket costs and expenses of the Purchaser,
excluding fees and expenses of counsel, in connection with the perfection as
against third parties of the Purchaser’s right, title and interest in and to
the Receivables and the enforcement of any obligation of the Seller hereunder.


 


SECTION 6.10       Representations of the Seller and the
Purchaser.  The respective
agreements, representations, warranties and other statements by the Seller and
the Purchaser set forth in or made pursuant to this Agreement shall remain in
full force and effect and will survive the closing under Section 2.03.


 


SECTION 6.11       Confidential Information.  The Purchaser agrees that it will neither
use nor disclose to any Person the names and addresses of the Obligors, except
in connection with the enforcement of the Purchaser’s rights hereunder, under
the Receivables, under the Sale and Servicing Agreement or under the Indenture
or any other Basic Document or as required by any of the foregoing or by law.


 


SECTION 6.12       Headings and Cross-References.  The various headings in this Agreement are
included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement.  References in this Agreement to Section names or numbers are to
such Sections of this Agreement.


 


SECTION 6.13       GOVERNING LAW.  THIS AGREEMENT AND THE ASSIGNMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 6.14       Counterparts.  This Agreement may be executed in two or more counterparts and by
different parties on separate counterparts, each of which shall be an original,
but all of which together shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective officers duly authorized as
of the date and year first above written.


 


 


	
   

  	
  JOHN DEERE RECEIVABLES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHN DEERE CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


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Exhibit A


 


ASSIGNMENT


 


For value received, in accordance with the Purchase
Agreement, dated as of July 15, 2003 (the “Purchase Agreement”), between the
undersigned and John Deere Receivables, Inc. 
(the “Purchaser”), the undersigned does hereby sell, assign, transfer
and otherwise convey unto the Purchaser, without recourse, all right, title and
interest of the undersigned in and to (i) the Receivables and all monies
received thereon on and after Cut-off Date; (ii) the security interest of the
Seller in the Financed Equipment granted by the Obligors pursuant to the
Receivables; (iii) the interest of the Seller in any proceeds from claims on
any physical damage, credit life or disability insurance policies relating to
the Financed Equipment or Obligors; and (iv) the proceeds of any and all of the
foregoing.  The foregoing sale does not
constitute and is not intended to result in any assumption by the Purchaser of
any obligation of the undersigned to the Obligors, insurers or any other person
in connection with the Receivables, Receivables Files, any insurance policies
or any agreement or instrument relating to any of them.


 


This Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned
contained in the Purchase Agreement and is to be governed by the Purchase
Agreement.


 


Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to them in the Purchase Agreement.


 


IN WITNESS WHEREOF, the undersigned has caused this
Assignment to be duly executed as of July 24, 2003.


 


	
   

  	
  JOHN DEERE CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


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SCHEDULE A


 


 


Schedule of Receivables


 


(Delivered to the Trust
at Closing)


 


16