EXHIBIT 4.4


 


ADMINISTRATION
AGREEMENT, dated as of July 15, 2003, among JOHN DEERE OWNER TRUST 2003, a
Delaware statutory trust (the “Issuer”), JOHN DEERE CAPITAL CORPORATION,
a Delaware corporation, as administrator (the “Administrator”), and The
Bank of New York, a New York banking corporation, not in its individual
capacity but solely as indenture trustee (the “Indenture Trustee”).


 


W I T N E S S E T H


 


WHEREAS,
the Issuer is issuing the Class A-1 1.08125% Asset Backed Notes (the “A-1
Notes”), the Class A-2 1.31% Asset Backed Notes (the “A-2 Notes”),
the Class A-3 1.79% Asset Backed Notes (the “A-3 Notes”), the Class A-4
2.44% Asset Backed Notes (the “A-4 Notes”) and the Class B 2.01% Asset
Backed Notes (the “B Notes” and together with the A-1 Notes, A-2 Notes,
A-3 Notes and A-4 Notes, the “Notes”) pursuant to the Indenture, dated
as of July 15, 2003 (as amended, modified or supplemented from time to time in
accordance with the provisions thereof, the “Indenture”), between the
Issuer and the Indenture Trustee. 
Capitalized terms used herein and not defined herein shall have the
meanings assigned such terms in the Indenture);


 


WHEREAS,
the Issuer has entered into certain agreements in connection with the issuance
of the Notes and the issuance of certain beneficial ownership interests of the
Issuer, including (i) a Sale and Servicing Agreement, dated as of July 15, 2003
(the “Sale and Servicing Agreement”), among the Issuer, John Deere
Capital Corporation, as Servicer, and John Deere Receivables, Inc., a Nevada
corporation, as seller (the “Seller”), (ii) a Depository Agreement,
dated July 24, 2003 (the “Depository Agreement”), among the Issuer, the
Indenture Trustee and The Depository Trust Company, (iii) the Indenture and
(iv) a Trust Agreement, dated as of July 15, 2003 (the “Trust Agreement”),
between the Seller and U.S. Bank Trust National Association, as owner trustee
(the “Owner Trustee”) (the Sale and Servicing Agreement, the Depository
Agreement, the Indenture and the Trust Agreement being hereinafter referred to
collectively as the “Related Agreements”);


 


WHEREAS,
pursuant to the Related Agreements, the Issuer and the Owner Trustee are
required to perform certain duties in connection with (a) the Notes and the
collateral therefor pledged pursuant to the Indenture (the “Collateral”)
and (b) the beneficial ownership interests in the Issuer (the holders of such
interests being referred to herein as the “Owners”);


 


WHEREAS,
the Issuer and the Owner Trustee desire to have the Administrator perform
certain of the duties of the Issuer and the Owner Trustee referred to in the
preceding clause, and to provide such additional services consistent with the
terms of this Agreement and the Related Agreements as the Issuer and the Owner
Trustee may from time to time request; and


 


WHEREAS,
the Administrator has the capacity to provide the services required hereby and
is willing to perform such services for the Issuer and the Owner Trustee on the
terms set forth herein.


 

















 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:


 


1.   Duties
of the Administrator.


 


(a)           Duties with Respect to the Depository
Agreement and the Indenture.


 


(i)            The Administrator agrees to perform all its
duties as Administrator and the duties of the Issuer and the Owner Trustee
under the Depository Agreement.  In
addition, the Administrator shall consult with the Owner Trustee regarding the
duties of the Issuer under the Indenture and the Depository Agreement.  The Administrator shall monitor the
performance of the Issuer or the Owner Trustee and shall advise the Owner
Trustee when action is necessary to comply with the Issuer’s or the Owner
Trustee’s duties under the Indenture or the Depository Agreement.  The Administrator shall prepare for
execution by the Issuer or the Owner Trustee or shall cause the preparation by
other appropriate persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer or the Owner
Trustee to prepare, file or deliver pursuant to the Indenture or the Depository
Agreement.  In furtherance of the
foregoing, the Administrator shall take all appropriate action that it is the
duty of the Issuer or the Owner Trustee to take pursuant to the Indenture
including, without limitation, such of the foregoing as are required with
respect to the following matters under the Indenture (references are to
sections of the Indenture):


 


(A)          the duty to cause the
Note Register to be kept and to give the Indenture Trustee notice of any
appointment of a new Note Registrar and the location, or change in location, of
the Note Register (Section 2.04);


 


(B)           the notification of
Noteholders of the final principal payment on their Notes (Section 2.07(b));


 


(C)           the fixing or
causing to be fixed of any special record date and the notification of the
Indenture Trustee and Noteholders with respect to special payment dates, if any
(Section 2.07(c));


 


(D)          the preparation of or
obtaining of the documents and instruments required for authentication of the
Notes and delivery of the same to the Indenture Trustee (Section 2.02);


 


(E)           the preparation,
obtaining or filing of the instruments, opinions and certificates and other
documents required for the release of collateral (Section 2.09);


 


(F)           the duty to cause
newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the
instrument specified in the Indenture regarding funds held in trust (Section
3.03);


 


(G)           the direction to the
Indenture Trustee to deposit monies with Paying Agents, if any, other than the
Indenture Trustee (Section 3.03);


 


2

















 


(H)          the obtaining and
preservation of the Issuer’s qualification to do business in each jurisdiction
in which such qualification is or shall be necessary to protect the validity
and enforceability of the Indenture, the Notes, the Collateral and each other
instrument and agreement included in the Trust Estate (Section 3.04);


 


(I)            the preparation of
all supplements, amendments, financing statements, continuation statements,
instruments of further assurance and other instruments, in accordance with
Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section
3.05);


 


(J)            the delivery of the
Opinion of Counsel on the Closing Date and the annual delivery of Opinions of
Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust
Estate, and the annual delivery of the Officers’ Certificate and certain other
statements, in accordance with Section 3.09 of the Indenture, as to compliance
with the Indenture (Sections 3.06 and 3.09);


 


(K)          the identification to
the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuer
has contracted to perform its duties under the Indenture (Section 3.07(b));


 


(L)           the notification of
the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to
the Sale and Servicing Agreement and, if such Servicer Default arises from the
failure of the Servicer to perform any of its duties under the Sale and
Servicing Agreement, the taking of all reasonable steps available to remedy
such failure (Section 3.07(d));


 


(M)         the preparation and
obtaining of documents and instruments required for the release of the Issuer
from its obligation under the Indenture (Section 3.10);


 


(N)          the delivery of
notice to the Indenture Trustee of each Event of Default and each default by
the Servicer or Seller under the Sale and Servicing Agreement (Section 3.19);


 


(O)          the monitoring of the
Issuer’s obligations as to the satisfaction and discharge of the Indenture and
the preparation of an Officers’ Certificate and the obtaining of the Opinion of
Counsel and the Independent Certificate relating thereto (Section 4.01);


 


(P)           the compliance with
any written directive of the Indenture Trustee with respect to the sale of the
Trust Estate in a commercially reasonable manner if an Event of Default shall
have occurred and be continuing (Section 5.04);


 


(Q)          the preparation and
delivery of notice to Noteholders of the removal of the Indenture Trustee and
the appointment of a successor Indenture Trustee (Section 6.08);


 


(R)           the preparation of
any written instruments required to confirm more fully the authority of any co-trustee
or separate trustee and any written instruments necessary 


 


3

















 


in connection
with the resignation or removal of any co-trustee or separate trustee
(Sections 6.08 and 6.10);


 


(S)           the furnishing of
the Indenture Trustee with the names and addresses of Noteholders during any
period when the Indenture Trustee is not the Note Registrar (Section 7.01);


 


(T)           the preparation and
filing with the Commission, any applicable State agencies and the Indenture Trustee
of documents required to be filed on a periodic basis with, and summaries
thereof as may be required by rules and regulations prescribed by, the
Commission and any applicable State agencies and the transmission of such
summaries, as necessary, to the Noteholders (including, without limitation, the
preparation, execution and filing of all certificates or other documents
required to be delivered by the Trust pursuant to the Sarbanes-Oxley Act of
2002 or the rules and regulations promulgated thereunder unless otherwise
required by law or regulation) (Section 7.03);


 


(U)          the opening of one or
more accounts in the Trust’s name, the preparation of Issuer Orders, Officers’
Certificates and Opinions of Counsel and all other actions necessary with
respect to investment and reinvestment of funds in the Trust Accounts (Sections
8.02 and 8.03);


 


(V)           the preparation of
an Issuer Request and Officers’ Certificate and the obtaining of an Opinion of
Counsel and Independent Certificates, if necessary, for the release of the
Trust Estate as defined in the Indenture (Sections 8.04 and 8.05);


 


(W)         the preparation of
Issuer Orders and the obtaining of Opinions of Counsel with respect to the
execution of supplemental indentures and the mailing to the Noteholders of
notices with respect to such supplemental indentures (Sections 9.01, 9.02 and
9.03);


 


(X)          the preparation and,
after execution by the Owner Trustee on behalf of the Issuer, delivery of new
Notes conforming to any supplemental indenture (Section 9.06);


 


(Y)           the notification of
Noteholders of redemption of the Notes or the duty to cause the Indenture
Trustee to provide such notification (Section 10.02);


 


(Z)           the preparation and
delivery of all Officers’ Certificates, Opinions of Counsel and Independent
Certificates with respect to any requests by the Issuer to the Indenture
Trustee to take any action under the Indenture (Section 11.01(a));


 


(AA)       the preparation and
delivery of Officers’ Certificates and the obtaining of Independent
Certificates, if necessary, for the release of property from the lien of the
Indenture (Section 11.01(b));


 


(BB)        the notification of
the Rating Agencies, upon the failure of the Indenture Trustee to give such
notification, of the information required pursuant to Section 11.04 (Section
11.04);


 


4

















 


(CC)        the preparation and
delivery to Noteholders and the Indenture Trustee of any agreements with
respect to alternate payment and notice provisions (Section 11.06); and


 


(DD)       the recording of the
Indenture, if applicable (Section 11.15).


 


(ii)           The Administrator (other than at any time
when the Indenture Trustee, in the capacity as successor Servicer, is also
acting as successor Administrator) will:


 


(A)          pay the Indenture
Trustee from time to time reasonable compensation for all services rendered by
the Indenture Trustee under the Indenture (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust);


 


(B)           except as otherwise
expressly provided in the Indenture, reimburse the Indenture Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Indenture Trustee in accordance with any provision of the Indenture
(including the reasonable compensation, expenses and disbursements of its
agents and either in-house counsel or outside counsel, but not both),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith;


 


(C)           indemnify the
Indenture Trustee and its agents for, and hold them harmless against, any
losses, liability or expense incurred without negligence or bad faith on their
part, arising out of or in connection with the acceptance or administration of
the transactions contemplated by the Indenture, including the reasonable costs
and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
under the Indenture;


 


(D)          pay the Owner Trustee
from time to time reasonable compensation for all services rendered by the
Owner Trustee under the Trust Agreement (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust);


 


(E)           except as otherwise
expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Owner Trustee in accordance with any provision of the Trust
Agreement (including the reasonable compensation, expenses and disbursements of
its agents and either in-house counsel or outside counsel, but not both),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and


 


(F)           indemnify the Owner
Trustee and its agents for, and to hold them harmless against, any losses,
liability or expense incurred without negligence or bad faith on their part,
arising out of or in connection with the acceptance or administration of the
transactions contemplated by the Trust Agreement, including the reasonable
costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
under the Trust Agreement.


 


5

















 


(b)           Additional Duties.


 


(i)            In addition to the duties of the
Administrator set forth above, the Administrator shall perform such
calculations and shall prepare or shall cause the preparation by other
appropriate Persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer or the Owner
Trustee to prepare, file or deliver pursuant to the Related Agreements, and at
the request of the Owner Trustee shall take all appropriate action that it is
the duty of the Issuer or the Owner Trustee to take pursuant to the Related
Agreements.


 


(ii)           Notwithstanding anything in this Agreement
or the Related Agreements to the contrary, the Administrator shall be
responsible for performance of the duties of the Owner Trustee set forth in
Section 5.05 of the Trust Agreement with respect to, among other things,
accounting and reports to the Owner.


 


(iii)          The Administrator shall perform the duties of
the Administrator specified in Section 10.02 of the Trust Agreement required to
be performed in connection with the resignation or removal of the Owner
Trustee, and any other duties expressly required to be performed by the
Administrator under the Trust Agreement.


 


(iv)          In carrying out the foregoing duties or any
of its other obligations under this Agreement, the Administrator may enter into
transactions with or otherwise deal with any of its affiliates; provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the
Administrator’s opinion, no less favorable to the Issuer than would be
available from unaffiliated parties.


 


(v)           The Administrator hereby agrees to execute
on behalf of the Issuer all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare,
file or deliver pursuant to the Basic Documents.


 


(c)           Non-Ministerial Matters.


 


(i)            With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the Administrator
shall not take any action unless within a reasonable time before the taking of
such action, the Administrator shall have notified the Owner Trustee and the
Indenture Trustee of the proposed action and the Owner Trustee and the
Indenture Trustee shall not have withheld consent or provided an alternative
direction.  For the purpose of the
preceding sentence, “non-ministerial matters” shall include, without
limitation:


 


(A)          the amendment of or
any supplement to the Indenture;


 


(B)           the initiation of
any claim or lawsuit by the Issuer and the compromise of any action, claim or
lawsuit brought by or against the Issuer;


 


(C)           the amendment,
change or modification of the Related Agreements;


 


(D)          the appointment of
successor Note Registrars, successor Paying Agents and successor Indenture
Trustees pursuant to the Indenture or the appointment of successor
Administrators or successor Servicers, or the consent to the assignment by the 


 


6

















 


Note
Registrar, Paying Agent or Indenture Trustee of its obligations under the
Indenture; and


 


(E)           the removal of the
Indenture Trustee.


 


(ii)           Notwithstanding
anything to the contrary in this Agreement, the Administrator shall not be
obligated to, and shall not, (x) make any payments to the Noteholders under the
Related Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the
Indenture or (z) take any other action that the Issuer directs the
Administrator not to take on its behalf.


 


2.        Records.  The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder, which
books of account and records shall be accessible for inspection by the Issuer,
the Owner Trustee and the Depositor and their respective agents at any time
during normal business hours.


 


3.        Compensation.  As compensation for the performance of the
Administrator’s obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $100 per month
which shall be solely an obligation of the Issuer.


 


4.        Additional Information
to Be Furnished to the Issuer.  The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.


 


5.        Independence of the
Administrator.  For all purposes of
this Agreement, the Administrator shall be an independent contractor and,
except as set forth herein, shall not be subject to the supervision of the
Issuer or the Owner Trustee with respect to the manner in which it accomplishes
the performance of its obligations hereunder. 
Unless expressly authorized by the Issuer, the Administrator shall have
no authority to act for or represent the Issuer or the Owner Trustee in any way
and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.


 


6.        No Joint Venture.  Nothing contained in this Agreement (i)
shall constitute the Administrator and either of the Issuer or the Owner
Trustee as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.


 


7.        Other Activities of the
Administrator.  Nothing herein shall
prevent the Administrator or its affiliates from engaging in other businesses
or, in its sole discretion, from acting in a similar capacity as an
administrator for any other person or entity even though such person or entity
may engage in business activities similar to those of the Issuer, the Owner
Trustee or the Indenture Trustee.


 


8.        Term of Agreement;
Resignation and Removal of the Administrator.


 


(a)           This
Agreement shall continue in force until the termination of the Issuer, upon
which event this Agreement shall automatically terminate.


 


7

















 


(b)           Subject
to Section 8(e), the Administrator may resign its duties hereunder by providing
the Issuer with at least 60 days’ prior written notice.


 


(c)           Subject
to Section 8(e), the Issuer may remove the Administrator without cause by
providing the Administrator with at least 60 days’ prior written notice.


 


(d)           Subject
to Section 8(e), at the sole option of the Issuer, the Administrator may be
removed immediately upon written notice of termination from the Issuer to the
Administrator if any of the following events shall occur:


 


(i)            the Administrator
shall default in the performance of any of its duties under this Agreement and,
after notice of such default, shall not cure such default within ten days (or,
if such default cannot be cured in such time, shall not give within ten days such
assurance of cure as shall be reasonably satisfactory to the Issuer);


 


(ii)           a court having
jurisdiction in the premises shall enter a decree or order for relief, and such
decree or order shall not have been vacated within 60 days, in respect of the
Administrator in any involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect or appoint a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for the Administrator or any substantial part of its property or order
the winding-up or liquidation of its affairs; or


 


(iii)          the Administrator
shall commence a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, shall consent to the entry of an
order for relief in an involuntary case under any such law, or shall consent to
the appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Administrator or any substantial part
of its property, shall consent to the taking of possession by any such official
of any substantial part of its property, shall make any general assignment for
the benefit of creditors or shall fail generally to pay its debts as they
become due.


 


The
Administrator agrees that if any of the events specified in clause (ii) or
(iii) of this Section shall occur, it shall give written notice thereof to the
Issuer and the Indenture Trustee within seven days after the happening of such
event.


 


(e)           No
resignation or removal of the Administrator pursuant to this Section shall be
effective until (i) a successor Administrator shall have been appointed by the
Issuer and (ii) such successor Administrator shall have agreed in writing to be
bound by the terms of this Agreement in the same manner as the Administrator is
bound hereunder; provided, however, that, if a successor Administrator has not
been appointed and accepted its appointment hereunder as administrator (x)
within 60 days following delivery of the notice referred to in Section 8(b) or
8(c) or (y) upon the removal of the Administrator pursuant to Section 8(d),
then the Servicer shall automatically become successor Administrator.


 


(f)            The
appointment of any successor Administrator shall be effective only after
satisfaction of the Rating Agency Condition with respect to the proposed
appointment.


 


8

















 


9.             Action upon Termination,
Resignation or Removal.  Promptly
upon the effective date of termination of this Agreement pursuant to Section
8(a) or the resignation or removal of the Administrator pursuant to Section
8(b) or (c), respectively, the Administrator shall be entitled to be paid all
fees and reimbursable expenses accruing to it to the date of such termination,
resignation or removal.  The
Administrator shall forthwith upon such termination pursuant to Section 8(a)
deliver to the Issuer all property and documents of or relating to the
Collateral then in the custody of the Administrator.  In the event of the resignation or removal of the Administrator
pursuant to Section 8(b) or (c), respectively, the Administrator shall
cooperate with the Issuer and take all reasonable steps requested to assist the
Issuer in making an orderly transfer of the duties of the Administrator.


 


10.       Notices.  Any notice, report or other communication
given hereunder shall be in writing and addressed as follows:


 


(a)           if
to the Issuer or the Owner Trustee, to


 


John Deere Owner Trust
2003 

c/o U.S. Bank Trust National Association

400 North Michigan Avenue

2nd Floor

Chicago, Illinois 60611

Attention:  JDOT 2003


 


(b)           if
to the Administrator, to


 


John Deere Capital
Corporation 

Suite 600 

First Interstate Bank Bldg.  

1 East First Street 

Reno, NV  89501 

Attention:  Manager


 


with a copy to


 


Deere & Company 

One John Deere Place

Moline, IL  61265 

Attention:  Treasury Department,
Assistant Treasurer


 


(c)           if
to the Indenture Trustee, to


 


The Bank of New York


101 Barclay Street, 8W

New York, New York 10286

Attention:  Asset Backed Finance Unit


 


or to such other address as any party shall have
provided to the other parties in writing. 
Any notice required to be in writing hereunder shall be deemed given if
such notice is mailed by


 


9

















 


certified mail, postage prepaid, sent by facsimile or
hand-delivered to the address of such party as provided above, except that
notices to the Issuer, the Owner Trustee or the Indenture Trustee are effective
only upon receipt.


 


11.           Amendments.  This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the Issuer, the
Administrator and the Indenture Trustee, with the written consent of the Owner
Trustee, without the consent of the Noteholders and 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 the Certificateholder; provided 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
Issuer, the Administrator and the Indenture Trustee with the written consent of
the Owner Trustee and the holders of Notes evidencing at least a majority in
the Outstanding Amount of the Notes and the holder of the Certificate (which
consents, will not be unreasonably withheld) 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 the Noteholders or the Certificateholder or (ii)
reduce the aforesaid percentage of the holders of 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 Certificate. 
Notwithstanding the foregoing, the Administrator may not amend this
Agreement without the permission of John Deere Receivables, Inc., as Depositor
under the Trust Agreement, which permission shall not be unreasonably withheld.


 


12.           Successors and Assigns.  This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner Trustee and subject to the satisfaction of the Rating
Agency Condition in respect thereof.  An
assignment with such consent and satisfaction, if accepted by the assignee, shall
bind the assignee hereunder in the same manner as the Administrator is bound
hereunder.  Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator, provided that such successor organization
executes and delivers to the Issuer, the Owner Trustee and the Indenture
Trustee an agreement in which such corporation or other organization agrees to
be bound hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder. 
Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.


 


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


 


10

















 


OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.


 


14.       Headings.  The section headings hereof have been
inserted for convenience of reference only and shall not be construed to affect
the meaning, construction or effect of this Agreement.


 


15.       Counterparts.  This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.


 


16.       Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


17.       Not Applicable to John
Deere Capital Corporation in Other Capacities.  Nothing in this Agreement shall affect any obligation John Deere
Capital Corporation may have in any other capacity.


 


18.       Limitation of Liability
of the Owner Trustee and the Indenture Trustee.


 


(a)           Notwithstanding
anything contained herein to the contrary, this instrument has been
countersigned by U.S. Bank Trust National Association not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer and in no
event shall U.S. Bank Trust National Association in its individual capacity or
any beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder,
as to all of which recourse shall be had solely to the assets of the Issuer.  For all purposes of this Agreement, in the
performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Trust Agreement.


 


(b)           Notwithstanding
anything contained herein to the contrary, this Agreement has been
countersigned by The
Bank of New York not in its individual capacity but solely as Indenture
Trustee, and in no event shall The
Bank of New York have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.


 


19.           Third-Party Beneficiary.  The Owner Trustee is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.


 


11

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written.


 


	
   

  	
  JOHN DEERE OWNER
  TRUST 2003

  
	
   

  	
   

  	
   

  
	
   

  	
  By: U.S. BANK
  TRUST NATIONAL

  ASSOCIATION, not in its individual capacity but

  solely as Owner Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK, not in its individual

  capacity but solely as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHN DEERE
  CAPITAL CORPORATION, as

  Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


12