Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - Filers granted exemption from the prospectus requirement in connection with trades of commercial paper/short term debt instruments that may not meet the “approved credit rating” requirement for the purpose of the short-term debt exemption in section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions - Commercial paper/short-term debt instruments only required to obtain one prescribed credit rating from an approved credit rating organization - Relief granted subject to conditions. Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1).

June 29, 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 Financial Inc. (JDFI) and John Deere Canada ULC (JD Canada, and together with JD Canada, the Filers)

Background

The principal regulator in the Jurisdiction (the Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdiction (the Legislation) that trades of negotiable promissory notes or commercial paper, maturing not more than one year from the date of issue, of the Filers (Commercial Paper) be exempt from the prospectus requirement of the Legislation (the Requested Exemptive Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Nunavut, Northwest Territories, Prince Edward Island, Quebec, Saskatchewan and Yukon (the Passport Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meanings in this decision, unless otherwise defined.

In this decision:

“Asset-backed Short-term Debt” means short-term debt that is backed, secured or serviced by or from, a discrete pool of mortgages, receivables or other financial assets or interests designed to ensure the servicing or timely distribution of proceeds to holders of that short-term debt;

“NI 31-103” means National Instrument 31-103 Registration Requirements and Exemptions;

“NI 45-106” means National Instrument 45-106 Prospectus and Registration Exemptions; and

“NI 81-102” means National Instrument 81-102 Mutual Funds.

Representations

This decision is based on the following facts represented by the Filers:

1. JDFI is a corporation existing under the Canada Business Corporations Act.

2. JD Canada is an unlimited liability corporation continued and existing under the Business Corporations Act (Alberta).

3. The head office of JDFI is located in Burlington, Ontario and the head office of JD Canada is located in Grimsby, Ontario.

4. JDFI is a reporting issuer in all of the Provinces of Canada. JDFI is not in default of its obligations under the Legislation or the securities legislation of the Passport Jurisdictions.

5. JD Canada is not a reporting issuer in any jurisdiction of Canada and is not in default of its obligations under the Legislation or the securities legislation of the Passport Jurisdictions.

6. Subsection 2.35(b) of NI 45-106 provides that an exemption from the prospectus requirement of the Legislation for short-term debt (the Commercial Paper Exemption) is available only where such short-term debt “has an approved credit rating from an approved credit rating organization.” NI 45-106 incorporates by reference the definitions for “approved credit rating” and “approved credit rating organization” that are used in NI 81-102.

7. The definition of “approved credit rating” in NI 81-102, requires, among other things, that (a) the rating assigned to such debt must be “at or above” certain prescribed short-term ratings, and (b) such debt must not have been assigned a rating by any “approved credit rating organization” that is not an “approved credit rating.”

8. The Commercial Paper of each of the Filers currently has a “R-1 (low)” rating from DBRS Limited, a “P-1” rating from Moody’s Investor Service, Inc. and an “A-1” rating from Standard & Poor’s, all of which meet the prescribed threshold in NI 81-102; however, in the past, the Commercial Paper of each of the Filers has not met the “approved credit rating” definition in NI 81-102 from time to time and as a result, the Commercial Paper of the Filers did not meet the criteria for the Commercial Paper Exemption at such times.

9. The Requested Exemptive Relief was granted under a prior decision dated April 11, 2006 and a subsequent prior decision dated April 7, 2009 (the Prior Decision). By its terms the Prior Decision will terminate on the earlier of:

(a) 90 days after the coming into force of any rule, other regulation or blanket order or ruling under the securities legislation of that jurisdiction of Canada that amends the conditions of the prospectus exemption contained in Section 2.35 of NI 45-106 or provides an alternate exemption; and

(b) June 30, 2012.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the principal regulator under the Legislation is that the Requested Exemptive Relief is granted provided that:

1. The Commercial Paper:

(a) matures not more than one year from the date of issue;

(b) is not convertible or exchangeable into or accompanied by a right to purchase another security other than Commercial Paper;

(c) is not Asset-backed Short-term Debt; and

(d) has a rating issued by one of the following rating organizations, or any of their successors, at or above one of the following rating categories or a rating category that replaces a category listed below:

Rating Organization Rating

DBRS Limited R-1 (low)

Fitch Ratings Ltd. F2

Moody’s Investors Service P-2

Standard & Poor’s A-2

2. Each trade of Commercial Paper to a resident in a jurisdiction in Canada by the Filers in reliance on this exemption is made: (i) through an agent who is a registered dealer, registered in a category that permits the trade; (ii) through a bank listed in Schedule I, II or III to the Bank Act (Canada) trading in reliance on an exemption from registration available in the circumstances in the jurisdiction or jurisdictions in which the trade occurs; or (iii) through a dealer permitted to rely on the “international dealer exemption” contained in section 8.18 of NI 31-103;

3. For each jurisdiction of Canada, the Requested Exemptive Relief will terminate on the earlier of:

(a) 90 days after the coming into force of any rule, other regulation or blanket order or ruling under the securities legislation of that jurisdiction of Canada that amends the conditions of the prospectus exemption contained in Section 2.35 of NI 45-106 or provides an alternate exemption; and

(b) June 30, 2017.

“Wes M. Scott” “Edward P. Kerwin”

Commissioner Commissioner

Ontario Securities Commission Ontario Securities Commission