Exhibit 4.3

 

JOHN DEERE CAPITAL CORPORATION

 

AND

 

THE BANK OF NEW YORK MELLON
 Trustee

 




 

SECOND SUPPLEMENTAL INDENTURE

 

Dated as of April 17, 2014

 

To Indenture dated as of March 15, 1997
 between
 JOHN DEERE CAPITAL CORPORATION
 and
 THE BANK OF NEW YORK MELLON (FORMERLY KNOWN AS THE BANK OF NEW
 YORK, SUCCESSOR TRUSTEE TO THE CHASE MANHATTAN BANK)
 Trustee

 




 











 

SECOND SUPPLEMENTAL INDENTURE, dated as of April 17, 2014, between JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York, successor trustee to The Chase Manhattan Bank), a New York banking corporation, as trustee (the “Trustee”), to the Indenture, dated as of March 15, 1997, between the Company and the Trustee (as supplemented hereby, the “Indenture”).

 

RECITALS OF THE COMPANY

 

WHEREAS, Section 901(5) of the Indenture permits supplements thereto without the consent of Holders of Securities to change any provisions of the Indenture with respect to a series of Securities, where there are no Securities Outstanding which are entitled to the benefit of such provision; and

 

WHEREAS, as contemplated by Sections 301 and 303 of the Indenture, the Company intends to issue from time to time new senior debt securities or new series of senior debt securities, on or after the date hereof, under the Indenture (the “Senior Securities”);

 

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

 

SECTION 1.                                                    For the purpose of this Second Supplemental Indenture, all terms used herein, unless otherwise defined, shall have the meaning assigned to them in the Indenture, as supplemented hereby.

 

SECTION 2.                                                    For the sole benefit of the Holders of the Senior Securities issued on or after the date hereof:

 

SECTION 2.1.                                          Section 1006 of the Indenture is hereby amended by deleting “and” at the end of paragraph 10, replacing the period at the end of paragraph 11 with “; and” and inserting a new paragraph 12 as follows:

 

12.  collateral posted for extensions of credit by a unit of a central banking system through a discount window or similar facility or arrangement.

 

SECTION 3.                                                    This Second Supplemental Indenture will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

 

SECTION 4.                                                    This Second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

 

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SECTION 5.                                                    Except as herein amended with respect to the Senior Securities, all applicable terms, conditions and provisions of the Indenture, as supplemented, shall continue in full force and effect and shall remain binding and enforceable in accordance with their respective terms.

 

SECTION 6.                                                    The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture.  The recitals and statements herein are deemed to be those of the Company and not of the Trustee.

 

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IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed, all as of the day and year first written above.

 

	
 
    	
JOHN DEERE CAPITAL CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jenny R. Kimball
    
	
 
    	
 
    	
Name: Jenny R. Kimball
    
	
 
    	
 
    	
Title: Vice President & Treasurer
    
	
 
    	
 
    
	
 
    	
THE BANK OF NEW YORK MELLON, as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Laurence J. O’Brien
    
	
 
    	
 
    	
Name: Laurence J. O’Brien
    
	
 
    	
 
    	
Title: Vice President
    


 

Second Supplemental Indenture