Amendment to Distribution Agreement, dated May 23, 2023, among John Deere Capital Corporation, InspereX LLC and BofA Securities, Inc
Exhibit 1.5
JOHN DEERE CAPITAL CORPORATION
JDCC InterNotes®
Due Nine Months or More from Date of Issue
AMENDMENT TO DISTRIBUTION AGREEMENT
Reference is made to the Distribution Agreement dated as of February 26, 2009, as amended by the Assignment and Acceptance Agreement dated as of August 12, 2009, an amendment dated as of April 21, 2011, an amendment dated as of April 17, 2014, an amendment dated as of April 7, 2017 and an amendment dated as of April 6, 2020 (together, the “Distribution Agreement) between John Deere Capital Corporation (the “Company”), InspereX LLC (formerly InCapital LLC) (the “Purchasing Agent”) and BofA Securities, Inc. (formerly Merrill Lynch, Pierce, Fenner & Smith Incorporated) (the “Agent”). The Company, the Purchasing Agent and the Agent agree as follows:
(1) All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Distribution Agreement.
(2) The Distribution Agreement is hereby amended (“Amendment”) as follows:
(a) to revise the definition of “Registration Statement” to refer to the automatic registration statement on Form S-3 ASR (Registration Statement No. 333-272130) filed by the Company under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on May 22, 2023 and amended by a post-effective amendment on May 23, 2023.
(b) to increase the amount of Notes (the “New Notes”) (which are part of a series of securities heretofore established and titled JDCC InterNotes®, Due Nine Months or More from Date of Issue) so that as of May 22, 2023 the Company is authorized to issue and sell up to $3,000,000,000 aggregate principal amount (or its equivalent based upon the applicable exchange rate at the time of the applicable trade date, in one or more foreign currencies designated by the Company) to or through the Purchasing Agent as agent of the Company in soliciting offers for the purchase of the New Notes.
(3) The New Notes will be subject to the same terms and conditions as applicable to the Notes immediately prior to this amendment.
(4) Each of the Company, the Purchasing Agent and the Agent hereby acknowledges receipt of this Amendment.
(5) This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State.
(6) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the 23rd day of May, 2023.
JOHN DEERE CAPITAL CORPORATION | |||
By: | /s/ Jeffrey A. Trahan | ||
Name: | Jeffrey A. Trahan | ||
Title: | Vice President & Treasurer | ||
InspereX LLC | |||
By: | /s/ George Holstead | ||
Name: | George Holstead | ||
Title: | President of Fixed Income | ||
CONFIRMED AND ACCEPTED, as of the date first above written: | |||
BOFA SECURITIES, INC. | |||
By: | /s/ Sandeep Chawla | ||
Name: | Sandeep Chawla | ||
Title: | Managing Director |