John Deere Capital Corporation and John Deere Canada Funding Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption granted from continuous disclosure, certification, and insider reporting requirements to an issuer of guaranteed medium term notes -- continuous disclosure of U.S. affiliate credit supporter will be provided -- issuer also granted relief from certain prospectus disclosure requirements.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S-5, as am., ss. 107, 121(2)(a)(ii).

National Instrument 51-102 Continuous Disclosure Obligations.

National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

National Instrument 44-101 Short Form Prospectus Distributions.

National Instrument 55-104 Insider Reporting Requirements and Exemptions.

May 4, 2012

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(THE JURISDICTION)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

JOHN DEERE CAPITAL CORPORATION (JDCC) AND

JOHN DEERE CANADA FUNDING INC. (JDCF)

(collectively, the Filers)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for exemptive relief:

(a) pursuant to section 8.1 of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101), exempting JDCF from the requirement to file a notice of intention to file a short form prospectus no fewer than 10 business days prior to a filing of a preliminary short form prospectus (the Notice of Intention Relief)

(b) pursuant to section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), exempting JDCF from all the requirements of NI 51-102 (the Continuous Disclosure Relief);

(c) pursuant to section 8.1 of NI 44-101, exempting JDCF from the requirements in Item 6 and paragraphs 11.1(1)1, 2, 3, 4, 6, 7 and 8 of Form 44-101F1 Short Form Prospectus (Form 44-101F1) (the Short Form Relief);

(d) pursuant to section 8.6 of National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), exempting JDCF from all the requirements of NI 52-109 (the Certification Relief);

(e) pursuant to section 10.1 of National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104), exempting insiders of JDCF from the requirements of NI 55-104 in respect of securities of JDCF (the NI 55-104 Insider Reporting Relief, and with the Continuous Disclosure Relief, the Short Form Relief, and the Certification Relief, the Passport Exemptions Sought); and

(f) pursuant to section 121(2)(a)(ii) of the Legislation, exempting insiders of JDCF from the requirements in section 107 of the Legislation in respect of securities of JDCF (the Legislation Insider Reporting Relief).

Under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions:

(a) the Ontario Securities Commission was selected as the principal regulator for the Application;

(b) the Filers have provided notice pursuant to section 4.7(1)(c) of Multilateral Instrument 11-102 Passport System (MI 11-102) that section 4.7(1) of MI 11-102 is to be relied upon by the Filers with respect to the equivalent provisions of the legislation of each province of Canada in respect of the Passport Exemptions Sought; and

(c) this Passport decision document evidences the decision of each Decision Maker.

Interpretation

Terms defined in National Instruments 14-101 Definitions, MI 11-102 and National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following representations and submissions by the Filers:

Proposed Continuous Offering

1. JDCF has proposed a continuous offering (the JDCF MTN Program) of non-convertible medium term notes (the Notes) under a short form base shelf prospectus (the Prospectus) to be filed from time to time with the securities regulatory authorities in each of the provinces and territories of Canada. It is anticipated that JDCF will file a Prospectus from time to time (including applicable prospectus supplements and pricing supplements filed from time to time) for future offerings of non-convertible medium term notes.

John Deere Capital Corporation and Support Agreement with Deere

2. JDCC was incorporated under the laws of Delaware in 1958. Its principal executive offices are located at 1 East First Street, Suite 600, Reno, Nevada, 89501, USA.

3. JDCC is an indirect wholly-owned subsidiary of Deere & Company (Deere). JDCC is not a reporting issuer or the equivalent in any of the Jurisdictions and complies with U.S. laws in respect of making public disclosure of material information on a timely basis.

4. As required by the Securities and Exchange Commission (SEC) Regulation S-X Rule 4-08(e), (Rule 4-08(e)) JDCC discloses in each of its quarterly reports on Form 10-Q and each of its annual reports on Form 10-K filed with the SEC any significant restrictions on the ability of JDCC to obtain funds from its subsidiaries by dividend or loan.

5. JDCC has non-convertible debt securities outstanding with an "approved rating" (as defined in NI 44-101) and JDCC has not been the subject of an announcement by an "approved rating organization" (as defined in NI 44-101) that the "approved rating" given by the organization may be down-graded to a rating category that would not be an "approved rating".

6. Deere has entered into an agreement with JDCC (the Support Agreement) pursuant to which it has agreed to own at least 51 percent of the voting shares of capital stock of JDCC and to maintain JDCC's consolidated tangible net worth at not less than $50 million. The Support Agreement also obliges Deere to make payments to JDCC such that its consolidated ratio of earnings to fixed charges is not less than 1.05 to 1 for each fiscal quarter.

7. Deere's obligations under the Support Agreement are independent of JDCC's indebtedness, obligations or other liabilities. The Support Agreement does not cause Deere to be responsible for the payment of any obligations of JDCC or of any guaranteed entity, including JDCF, to any creditor thereof. However, any holder of Notes has the right to demand that JDCC enforce its rights under the Support Agreement and if JDCC fails or refuses to take timely action to enforce such rights such holder may proceed against JDCC to enforce JDCC's rights under the Support Agreement.

JDCF

8. JDCF is an indirect wholly-owned subsidiary of Deere formed under the laws of Canada. Its principal executive offices are located at Burlington, Ontario. JDCF is an affiliate of JDCC.

9. JDCF is not a reporting issuer, or the equivalent, in any of the provinces or territories of Canada. JDCF will be a reporting issuer, or the equivalent, in all of the Jurisdictions upon obtaining a receipt for the initial Prospectus. JDCF will file a notice declaring its intention pursuant to section 2.8 of NI 44-101 prior to or concurrently with the issuance of this Decision. JDCF did not file a notice at an earlier date because it did not want to establish a SEDAR profile without first obtaining the Exemptions Sought. JDCF may file an initial Prospectus within 10 business days of the date of this Decision.

Relief from Continuous Disclosure and Prospectus Requirements

10. Deere, and not JDCC, is the indirect beneficial owner of all of the issued and outstanding equity and voting securities of JDCF. In accordance with the terms of the Support Agreement, Deere is obligated to provide financial support to JDCC as described above.

11. JDCF is not able to utilize exemptions available to certain issuers of guaranteed securities set out in Item 13 of Form 44-101F1 and exemptions set out in Part 13 of NI 51-102, because (i) the guarantor (JDCC) of the issued securities is not the parent of the issuer (JDCF); and (ii) the Notes are not "designated credit support securities" (as defined in NI 51-102) because the terms of the Notes and any agreement governing the rights of holders of the Notes will only entitle holders of Notes to receive payment from JDCC within 30 days (rather than 15 days) of any failure by JDCF to make a payment.

12. JDCC satisfies the criteria set forth in section 3.1(a) of NI 71-101 and is eligible to use the multi-jurisdictional disclosure system (MJDS) for the purpose of distributing approved rating non-convertible debt in Canada based on documentation prepared in accordance with U.S. requirements even though JDCC is not a reporting issuer in the Jurisdictions.

Future Offerings

13. Each Prospectus in respect of a proposed offering of Notes will be prepared pursuant to the requirements of NI 44-101 and NI 44-102, other than the disclosure otherwise required pursuant to the Short Form Relief. Each Prospectus will incorporate by reference all United States Securities Exchange Act of 1934 (the 1934 Act) filings made by JDCC that would be required to be incorporated by reference (excluding Non-Incorporated Exhibits, as defined below) in a Form S-3 registration statement filed under the United States Securities Act of 1933 (the 1933 Act) if the securities distributed under the Prospectus were being registered on Form S-3, as well as any material change reports filed by JDCF that are not the subject of a current report on Form 8-K for JDCC.

14. The Non-Incorporated Exhibits are:

(i) agreements and any amendments thereto or termination thereof;

(ii) indemnification and severance agreements, deferred compensation plans, stock unit and stock option plans and other stock option or award plans, and all amendments, supplements and restatements thereto;

(iii) underwriting agreements or voting trust agreements of JDCC and all amendments, supplements and restatements thereto;

(iv) plans of acquisition, reorganization, arrangement, liquidation or succession;

(v) articles of incorporation (or instruments corresponding thereto) and by-laws of JDCC and any amendments or restatements thereof;

(vi) any instruments defining the rights of security holders, including deposit agreements, rights agreements and any supplements to and amendments or restatements thereof;

(vii) charters of committees of JDCC;

(viii) opinions and consents of: (a) legal counsel; and (b) independent or public certified accountants, or revenue rulings from the Internal Revenue Service;

(ix) (a) indentures and supplemental indentures and (b) term sheets and forms of certificates of securities to be issued by JDCC, all relating to the issuance of securities;

(x) statements of eligibility with respect to any indentures and trust indenture legislation;

(xi) certifications pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act and section 1350 as required by section 906 of the Sarbanes-Oxley Act of 2002;

(xii) powers of attorney;

(xiii) codes of ethics; and

(xiv) other information that JDCC voluntarily files as exhibits on Form 10-K, Form 10-Q, Form 8-K or otherwise;

15. JDCC will fully and unconditionally guarantee payment of the principal, premium (if any), interest and certain other amounts that could become payable under any provisions of the trust indenture relating to the particular Notes;

16. Any Notes issued by JDCF pursuant to any offering will have an "approved rating" by an "approved rating agency";

17. JDCC will sign each short form shelf prospectus of JDCF as credit supporter;

18. The Prospectus will include, directly or indirectly, all material disclosure regarding JDCF and JDCC;

19. JDCC will undertake to file with the Decision Makers, in electronic format through SEDAR (as defined in National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)) under JDCF's SEDAR profile, all documents that it files under sections 13 (other than sections 13(d), (f) and (g) which relate, inter alia, to holdings of JDCC of securities of other public companies) and 15(d) of the 1934 Act until such time as the Notes are no longer outstanding; and

20. The consolidated annual and interim financial statements of JDCC that will be included or incorporated by reference in any Prospectus of JDCF will be prepared in conformity with US GAAP, and, in the case of the audited consolidated annual financial statements, such financial statements will be audited in accordance with auditing standards generally accepted in the United States.

Decision

The principal regulator is satisfied that the test contained in the Legislation that provides the principal regulator with the jurisdiction to make the decision has been met.

The decision of the principal regulator under the Legislation is that the Notice of Intention Relief is granted provided that JDCF files a notice declaring its intention pursuant to section 2.8 of NI 44-101 prior to or concurrently with issuance of this Decision.

The further decision of the principal regulator under the Legislation is that the Continuous Disclosure Relief is granted for so long as:

(a) Deere is the direct or indirect beneficial owner of 100% of the issued and outstanding voting shares of (i) JDCF and (ii) JDCC;

(b) JDCC is an SEC issuer (as defined in subsection 1.1(1) of NI 51-102) that is incorporated or organized under the laws of the United States of America or any state or territory of the United States of America or the District of Columbia and that has filed all documents it is required to file with the SEC;

(c) JDCF does not issue any securities, and does not have any securities outstanding, other than:

(i)

(I) non-convertible debt securities or convertible debt securities that are convertible into non-convertible securities of JDCC; or

(II) non-convertible preferred shares or convertible preferred shares that are convertible into securities of JDCC

in respect of which JDCC has provided

(III) alternative credit support that

(A) entitles the holder of the securities to receive payment from JDCC, or enables the holder to receive payment from JDCF, within 30 days of any failure by JDCF to make a payment; and

(B) results in the securities receiving the same credit rating as, or a higher credit rating than, the credit rating they would have received if payment had been fully and unconditionally guaranteed by JDCC, or would result in the securities receiving such a rating if they were rated; or

(IV) a full and unconditional guarantee of the payments to be made by JDCF, as stipulated in the terms of the securities or in an agreement governing the rights of holders of the securities, that results in the holder of such securities being entitled to receive payment from JDCC within 30 days of any failure by JDCF to make a payment;

(ii) securities issued to and held by Deere or an affiliate of Deere;

(iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; or

(iv) securities issued under exemptions from the prospectus requirement in section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions;

(d) JDCF files in electronic format, copies of all documents JDCC is required to file with the SEC under the 1934 Act, at the same time or as soon as practicable after the filing by JDCC of those documents with the SEC;

(e) JDCC and Deere comply with U.S. laws and the requirements of any U.S. marketplace on which securities of JDCC or Deere are listed or quoted in respect of making public disclosure of material information on a timely basis;

(f) JDCC discloses, in accordance with Rule 4-08(e), any significant restrictions on the ability of JDCC to obtain funds from its subsidiaries by dividend or loan;

(g) JDCC immediately issues in Canada and files any news release that discloses a material change in its affairs;

(h) JDCF issues in Canada a news release and files a material change report in accordance with Part 7 of NI 51-102 for all material changes in respect of the affairs of JDCF that are not also material changes in the affairs of JDCC;

(i) JDCF has minimal assets, operations, revenue or cash flows other than those related to the issuance, administration and repayment of the securities described in paragraph (C), above;

(j) JDCF concurrently sends to all holders of its debt securities all disclosure materials that are sent to holders of similar debt of JDCC in the manner and at the time required by U.S. laws and any U.S. marketplace on which securities of JDCC are listed or quoted;

(k) JDCF concurrently sends to all holders of its preferred shares all disclosure materials that are sent to holders of similar preferred shares of JDCC in the manner and at the time required by U.S. laws and any U.S. marketplace on which securities of JDCC are listed or quoted;

(l) No person or company other than JDCC has provided a guarantee or alternative credit support (as defined in subsection 13.4(1) of NI 51-102) for the payments to be made under any issued and outstanding securities of JDCF; and

(m) JDCC continues to satisfy the criteria set forth in paragraph 3.1(a) of NI 71-101 (or any applicable successor provision or instrument).

The further decision of the principal regulator under the Legislation is that the Short Form Relief is granted for so long as:

(a) JDCF qualifies for the Continuous Disclosure Relief and the Filers and Deere are in compliance with the applicable requirements and conditions of the Continuous Disclosure Relief, above;

(b) each Prospectus satisfies any applicable requirement under NI 44-101 and Form 44-101F1, except as varied by this decision or otherwise permitted under NI 44-102; and

(c) each Prospectus incorporates by reference the documents required under the representation in paragraph 13, above.

The further decision of the principal regulator under the Legislation is that the Certification Relief is granted for so long as:

(a) JDCF qualifies for the Continuous Disclosure Relief and the Filers and Deere are in compliance with the applicable requirements and conditions of the Continuous Disclosure Relief, above; and

(b) JDCF is not required to, and does not, file its own annual or interim filings.

The further decision of the principal regulator under the Legislation is that the NI 55-104 Insider Reporting Relief is granted for so long as:

(a) JDCF qualifies for the Continuous Disclosure Relief and the Filers and Deere are in compliance with the applicable requirements and conditions of the Continuous Disclosure Relief, above;

(b) for an insider that is neither JDCC nor Deere,

(i) the insider does not receive, in the ordinary course, information as to material facts or material changes concerning JDCC before the material facts or material changes are generally disclosed; and

(ii) the insider is not an insider of JDCC in any capacity other than by virtue of being an insider of JDCF; and

(c) JDCC and Deere do not beneficially own any securities listed in subparagraph (C)(i) of the conditions to the Continuous Disclosure Relief, above.

The further decision of the principal regulator under the Legislation is that the Legislation Insider Reporting Relief is granted for so long as:

(a) JDCF qualifies for the Continuous Disclosure Relief and the Filers and Deere are in compliance with the applicable requirements and conditions of the Continuous Disclosure Relief, above;

(b) for an insider that is neither JDCC nor Deere,

(i) the insider does not receive, in the ordinary course, information as to material facts or material changes concerning JDCC before the material facts or material changes are generally disclosed; and

(ii) the insider is not an insider of JDCC in any capacity other than by virtue of being an insider of JDCF; and

(c) JDCC and Deere do not beneficially own any securities listed in subparagraph (C)(i) of the conditions to the Continuous Disclosure Relief, above.