EXHIBIT 4.4
ADMINISTRATION AGREEMENT, dated as
of April 15, 2004, among JOHN DEERE OWNER TRUST 2004, 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 1.14% Asset Backed Notes (the “ A-1 Notes
”), the Class A-2 1.68% Asset Backed Notes (the “
A-2 Notes ”), the Class A-3 2.32% Asset Backed Notes
(the “ A-3 Notes ”), the Class A-4 3.02% Asset
Backed Notes (the “ A-4 Notes ”) and the Class B
2.90% 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 April 15, 2004 (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
April 15, 2004 (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 April 21, 2004 (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 April 15, 2004 (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);
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(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
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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);
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(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 li
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