SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
WE ARE AMENDING FORM 8-K FILED ON JUNE 6, 1995, DUE TO INCORRECT
CORPORATE NAME BEING INCLUDED IN ADDRESS AND ON SIGNATURE LINE.
AMENDMENT NO. 1
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 of 15(d) of
the Securities Exchange Act of 1934
____________________________________
Date of Report (Date of earliest event reported): June 6,
1995
CATERPILLAR FINANCIAL SERVICES CORPORATION
(Exact name of Registrant as specified in charter)
Delaware
(State or other jurisdiction
of incorporation)
0-13295 37-1105865
(Commission File Number) (IRS Employer I.D.
No.)
3322 West End Avenue, Nashville, TN 37203-1071
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(615)386-5800
Page 1 of 60 Sequentially Numbered Pages
Exhibit Index on Sequentially Numbered Page 4
Item 5. Other Events
In connection with its medium-term note program, the Company
executed a Distribution Agreement, dated June 5, 1995, with
Goldman,
Sach & Co., Lehman Brothers Inc. and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporation, providing for the
sale
from time to time of up to $2,000,000,000 aggregate principal
amount
of its Medium-Term Notes, Series E (the "Notes") through one or
more
of such firms as agents. The Notes are to be issued under an
Indenture dated as of April 15, 1985, as supplemented, between
the
Company and BankAmerica National Trust Company.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
(c) Exhibits
Exhibit
Number Description
1. Distribution Agreement dated June 5, 1995
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of
1934, the registrant has duly caused this report to be signed on
its
behalf by the undersigned thereunto duly authorized.
CATERPILLAR FINANCIAL SERVICES CORPORATION
By /s/ Frank C. Carder
Frank C. Carder
Treasurer
DATE: June 6, 1995
Page 3
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
1. Distribution Agreement Dated June 5, 1995 5
Page 4
LAN01-21799
Caterpillar Financial Services Corporation
$2,000,000,000
Debt Securities
Distribution Agreement
June 5, 1995
Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch Headquarters,
North Tower,
World Financial Center,
New York, New York 10281-1323.
Lehman Brothers Inc.,
3 World Financial Center,
New York, New York 10285.
Dear Sirs:
Caterpillar Financial Services Corporation, a
Delaware corporation (the "Company"), proposes to issue and
sell its debt securities (the "Securities") in an aggregate
principal amount of up to $2,000,000,000 or its equivalent
in foreign currencies or currency units and agrees with
Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Lehman Brothers,
Lehman Brothers Inc. (including its affiliate Lehman Special
Securities Inc.) (each individually an "Agent", and
collectively the "Agents") as set forth herein. Subject to
the terms and conditions stated herein, the Company hereby
(i) appoints each of the Agents as an agent of the Company
for the purpose of soliciting offers to purchase the
Securities from the Company and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to
sell Securities directly to any of the Agents as principal
for resale to others, it will enter into a separate agree-
ment, which may be a written agreement, substantially in the
form of Annex I hereto or an oral agreement confirmed in
writing by such Agent (each a "Terms Agreement") relating to
such sale in accordance with Section 2(b) hereof.
The terms and rights of the Securities shall be as
specified in or established pursuant to the indenture, dated
as of April 15, 1985, as supplemented to the date hereof
(the "Indenture"), between the Company and Morgan Guaranty
Trust Company of New York, as Trustee (the "Trustee").
Morgan Guaranty Trust Company of New York has resigned as
Trustee under the Indenture. BankAmerica National Trust
Company has accepted appointment as successor trustee under
the Indenture. The Securities shall have the maturity
ranges, annual interest rates, redemption provisions and
other terms set forth in the Prospectus referred to below as
it may be supplemented from time to time. The Securities
will be issued, and the terms thereof established, from time
to time by the Company in accordance with the Indenture and
the Administrative Procedure attached hereto as Annex II or
as otherwise agreed upon and, if applicable, will be
specified in a related Terms Agreement.
1. The Company represents and warrants to, and
agrees with, you that:
(a) A registration statement on Form S-3 (Regis-
tration No. 33-______) in respect of the Securities has been
filed with the Securities and Exchange Commission (the
"Commission") in the form heretofore delivered or to be
delivered to you, excluding exhibits to such registration
statement, but including all documents incorporated by
reference in the prospectus included therein (except for any
statements in such documents which are deemed under Rule 412
under the Securities Act of 1933, as amended (the "Act"),
not to be incorporated by reference in such Prospectus), and
such registration statement in such form has been declared
effective by the Commission and no stop order suspending the
effectiveness of such registration statement has been issued
and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus
included in such registration statement being hereinafter
called a "Preliminary Prospectus"; the various parts of such
registration statement, including all exhibits thereto but
excluding Form T-1, each as amended at the time such part
became effective, being hereinafter collectively called the
"Registration Statement"; the prospectus (including, if
applicable, any prospectus supplement) relating to the
Securities, in the form in which it has most recently been
filed, or transmitted for filing, with the Commission on or
prior to the date of this Agreement, being hereinafter
called the "Prospectus"; any reference herein to any Pre-
liminary Prospectus or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference
therein pursuant to the applicable form under the Act as of
the date of such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment or supple-
ment to any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include any documents filed after
the date of such Preliminary Prospectus or Prospectus, as
the case may be, under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and incorporated therein by
reference; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to the Prospectus as
each time amended or supplemented (including any applicable
supplement to the Prospectus that sets forth the terms of a
particular issue of the Securities (a "Pricing Supplement"))
to relate to Securities sold pursuant to this Agreement, in
the form in which it is filed with, or transmitted for fil-
ing to, the Commission pursuant to Rule 424 under the Act,
including any documents incorporated therein by reference as
of the date of such filing or mailing);
(b) The documents incorporated by reference in
the Prospectus, when they became effective or were filed
with the Commission, as the case may be, conformed in all
material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder, and none of such documents
contained, in the case of a registration statement which
became effective under the Act, an untrue statement of a
material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading, and, in the case of other documents
which were filed under the Act or the Exchange Act with the
Commission, an untrue statement of a material fact or
omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case
after excluding any statement in any such document which
does not constitute part of the Registration Statement or
the Prospectus pursuant to Rule 412 under the Act; and any
further documents so filed and incorporated by reference in
the Prospectus, when such documents become effective or are
filed with the Commission, as the case may be, will conform
in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regula-
tions of the Commission thereunder and will not contain, in
the case of a registration statement which becomes effective
under the Act, an untrue statement of a material fact or
omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading
and, in the case of other documents which are filed under
the Act or the Exchange Act, an untrue statement of a
material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circum-
stances under which they are made, not misleading; provided,
however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to
the Company by you expressly for use in the Prospectus as
amended or supplemented to relate to a particular issuance
of Securities;
(c) The Registration Statement and the Prospectus
conform, and any amendments or supplements thereto will con-
form, in all material respects to the requirements of the
Act and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules and regulations of the
Commission thereunder, and do not and will not, as of the
applicable effective date as to the Registration Statement
and any amendment thereto and as of the applicable filing
date as to the Prospectus and any supplement thereto, con-
tain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided,
however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to
the Company by you expressly for use in the Prospectus as
amended or supplemented to relate to a particular issuance
of Securities;
(d) Neither the Company nor any of its subsid-
iaries has sustained since the date of the latest audited
financial statements included or incorporated by reference
in the Prospectus any material loss or interference with its
consolidated business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the
Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the
Prospectus, there has not been any material change in the
capital stock or any material increase in the consolidated
long-term debt of the Company or any of its subsidiaries
(other than debt incurred in the ordinary course pursuant to
the Company's medium-term note program) or any material
adverse change, or any development involving a prospective
material adverse change, in or affecting the general
affairs, management, consolidated financial position,
shareholders' equity or results of operations of the Company
and its subsidiaries, otherwise than as set forth or contem-
plated in the Prospectus;
(e) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as
described in the Prospectus and has been duly qualified as a
foreign corporation for the transaction of business and is
in good standing under the laws of each other jurisdiction
in which it owns or leases substantial property;
(f) The Company has an authorized capitalization
as set forth in the Prospectus, and all of the issued shares
of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable
and all of such shares are owned directly or indirectly by
Caterpillar Inc., a Delaware corporation ("Caterpillar"),
free and clear of all liens, encumbrances, security
interests or claims;
(g) The Securities have been duly authorized,
and, when issued and delivered pursuant to this Agreement
and any Terms Agreement, such Securities will have been duly
executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture;
the Indenture has been duly authorized and qualified under
the Trust Indenture Act and constitutes a valid and legally
binding instrument, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolv-
ency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general
equity principles; and the Indenture conforms and the
Securities will conform to the descriptions thereof in the
Prospectus as amended or supplemented to relate to the
Securities;
(h) The issue and sale of the Securities and the
compliance by the Company with all of the provisions of the
Securities, the Indenture, this Agreement and any Terms
Agreement, and the consummation of the transactions herein
and therein contemplated will not conflict with or result in
a breach of any of the terms or provisions of, or constitute
a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the
Company or Caterpillar is a party or by which the Company or
Caterpillar is bound or to which any of the property or
assets of the Company or Caterpillar is subject, including
the Support Agreement, dated as of December 21, 1984,
between the Company and Caterpillar, nor will such action
result in any violation of the provisions of the Certificate
of Incorporation, as amended, or By-Laws of the Company or
any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the
Company or Caterpillar or any of their properties; and no
consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or
body is required for the solicitation of offers to purchase
Securities and the issue and sale of the Securities or the
consummation by the Company of the other transactions
contemplated by this Agreement, any Terms Agreement or the
Indenture, except such as have been, or will have been prior
to the Closing Date (as defined in Section 3 hereof),
obtained under the Act or the Trust Indenture Act and such
consents, approvals, authorizations, registrations or quali-
fications as may be required under state securities or Blue
Sky laws in connection with the solicitation by you of
offers to purchase the Securities from the Company and with
purchases of the Securities by you as principals, as the
case may be, both in the manner contemplated hereby; and
(i) Except as set forth in the Prospectus, there
is no action, suit or proceeding to which the Company or any
of its subsidiaries is a party pending before or brought by
any court, arbitrator or governmental body, nor is any such
action, suit or proceeding to the knowledge of the Company
threatened, in respect of which, in the judgment of the
Company, there is any reasonable likelihood that it will
result in a material adverse change in the condition (finan-
cial or other) or business, or materially affect the
properties or assets, of the Company and its subsidiaries as
a whole.
2. (a) On the basis of the representations and
warranties, and subject to the terms and conditions, herein
set forth, each of the Agents hereby severally agrees, as an
agent of the Company, to use its best efforts to solicit
offers to purchase the Securities from the Company upon the
terms and conditions set forth in the Prospectus as amended
or supplemented.
The Company reserves the right, in its sole
discretion, to instruct any or all of the Agents to suspend
at any time, for any period of time or permanently, the
solicitation of offers to purchase the Securities. Upon
receipt of instructions from the Company, the Agent or
Agents receiving such instructions will forthwith suspend
solicitation of offers to purchase Securities from the
Company until such time as the Company has advised such
Agent or Agents that such solicitation may be resumed.
The Company agrees to pay the presenting Agent (or
jointly to two or more Agents if such presentation is
jointly made) a commission, at the time of settlement of
each sale of a Security by the Company as a result of a
solicitation made by such Agent, in an amount equal to the
following percentage of the principal amount of such
Security sold:
Fee as a Percentage
Range of Maturities of Principal Amount
From 9 months to less than 1 year .125
From 1 year to less than 18 months .150
From 18 months to less than 2 years .200
From 2 years to less than 3 years .250
From 3 years to less than 4 years .350
From 4 years to less than 5 years .450
From 5 years to less than 6 years .500
From 6 years to less than 7 years .550
From 7 years to less than 10 years .600
From 10 years to less than 15 years .625
From 15 years to less than 20 years .675
From 20 years to less than 30 years .750
Where the term of the Security is more than 30 years, the
commission shall be as agreed upon between the Company and
the Agent at the time of sale.
Each Agent shall communicate to the Company,
orally or in writing, each offer to purchase Securities
other than those rejected by such Agent. The Company shall
have the sole right to accept offers to purchase Securities
and may reject any proposed purchase of Securities as a
whole or in part. Each of the Agents shall have the right,
in its discretion reasonably exercised, to reject any offer
received by it to purchase Securities, as a whole or in
part, and any such rejection by an Agent shall not be deemed
a breach of its agreements contained herein.
(b) Each sale of Securities to any Agent as
principal shall be made in accordance with the terms of this
Agreement and (unless the Company and such Agent shall
otherwise agree) a Terms Agreement which will provide for
the sale of such Securities to, and the purchase thereof by,
such Agent. Each Terms Agreement will take the form of
either (i) a written agreement between you and the Company
which shall be substantially in the form of Annex I hereto
or (ii) an oral agreement between you and the Company
confirmed in writing by you to the Company. Any Agent's
commitment to purchase Securities pursuant to any Terms
Agreement or otherwise shall be deemed to have been made on
the basis of the representations and warranties of the
Company herein contained and shall be subject to the terms
and conditions herein set forth; provided that for purposes
of any Terms Agreement all references in this Agreement to
"you" or "the Agents" shall be deemed to refer only to the
Agent or Agents party to such Terms Agreement. Each Terms
Agreement shall include a specification of the principal
amount of Securities to be purchased by an Agent pursuant
thereto, the price to be paid to the Company for such
Securities, any provisions relating to rights of, and
default by, underwriters acting together with such Agent in
the reoffering of the Securities, and the time (each a "Time
of Delivery") and place of delivery of and payment for such
Securities. Such Terms Agreement shall also specify any
requirements for officers' certificates, opinions of counsel
and accountants' letters pursuant to Section 4 hereof and
any additional agreements pursuant to Section 5 hereof.
In connection with any purchase of Securities by an Agent as
principal, such Agent may utilize dealer groups and reallow
commissions and discounts.
For each sale of Securities to an Agent as
principal that is not made pursuant to a Terms Agreement,
the procedural details relating to the issue and delivery of
such Securities and payment thereof shall be as set forth in
the Administrative Procedure. For each such sale of
Securities to an Agent as principal that is not made
pursuant to a Terms Agreement, the Company agrees to pay
such agent a commission (or grant an equivalent discount) as
provided in Section 2(a) hereof and in accordance with the
schedule set forth therein.
(c) Procedural details relating to the issue and
delivery of Securities, the solicitation of offers to
purchase, and purchases by any Agent as principal of,
Securities, and the payment in each case therefor, are set
forth in the Administrative Procedure attached hereto as
Annex II (the "Procedure"). The provisions of the Procedure
shall apply to all transactions contemplated hereunder other
than those made pursuant to a Terms Agreement. Each of the
Agents and the Company agrees to perform the respective
duties and obligations specifically provided to be performed
by each of them in the Procedure as it may be amended from
time to time by written agreement between you and the
Company.
(d) Each Agent agrees, with respect to any
Security denominated in a currency other than U.S. dollars,
as agent, directly or indirectly, not to solicit offers to
purchase, and as principal under any Terms Agreement or
otherwise, directly or indirectly, not to offer, sell or
deliver, such Security in, or to residents of, the country
issuing such currency (or if such Security is denominated in
a composite currency, in any country issuing a currency
comprising a portion of such composite currency), except as
permitted by applicable law.
3. The documents required to be delivered pur-
suant to Section 6 hereof shall be delivered at the offices
of Sullivan & Cromwell, 125 Broad Street, New York, New York
at 11:00 a.m., New York City time, on the date of this
Agreement, which date and time of such delivery may be post-
poned by agreement between the Agents and the Company but in
no event shall be later than the day prior to the date on
which Securities are first sold hereunder, such time and
date being herein called the "Closing Date."
4. The Company covenants and agrees with you:
(a) To make no amendment or supplement to the
Registration Statement or the Prospectus prior to the
Closing Date or after the date of any Terms Agreement and
prior to the related Time of Delivery which shall be dis-
approved by you promptly after reasonable notice thereof
unless in the opinion of counsel to the Company such amend-
ment or supplement is required by law; to make no such
amendment or supplement, other than any Pricing Supplement,
at any other time prior to having afforded you a reasonable
opportunity to review it; to file promptly all reports and
any definitive proxy or information statements required to
be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of the Prospectus and for so long as
the delivery of a prospectus is required in connection with
the offering or sale of the Securities, and during such same
period to advise you, promptly after it receives notice
thereof of the time when any amendment to the Registration
Statement has been filed or become effective or any supple-
ment to the Prospectus or any amended Prospectus (other than
any Pricing Supplement relating to Securities not purchased
through or by such Agent) has been filed with, or trans-
mitted for filing to, the Commission, of the issuance by the
Commission of any stop order or of any order preventing or
suspending the use of any prospectus relating to the
Securities, of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amend-
ment or supplement of the Registration Statement or Prospec-
tus or for additional information; and, in the event of the
issuance of any such stop order or of any such order pre-
venting or suspending the use of any such prospectus or
suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) Promptly from time to time to take such
action as you reasonably may request to qualify the Securi-
ties for offering and sale under the securities laws of such
jurisdictions as you may request and to comply with such
laws so as to permit the continuance of sales and dealings
therein for as long as may be necessary to complete the
distribution or sale of the Securities; provided, however,
that in connection therewith the Company shall not be
required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction;
(c) To furnish you with copies of the Regis-
tration Statement and each amendment thereto, and with
copies of the Prospectus and each amendment or supplement
thereto, other than any Pricing Supplement (except as
provided in the Procedure), in the form in which it is filed
with, or transmitted for filing to, the Commission pursuant
to Rule 424 under the Act, both in such quantities as you
may reasonably request from time to time; and, if the
delivery of a prospectus is required at any time in connec-
tion with the offering or sale of the Securities (including
Securities purchased from the Company by any Agent as prin-
cipal) and if at such time any event shall have occurred as
a result of which the Prospectus as then amended or supple-
mented would include an untrue statement of a material fact
or omit to state any material fact necessary in order to
make the statements therein, in the light of the circum-
stances under which they were made when such Prospectus is
delivered, not misleading, or, if for any other reason it
shall be necessary during such same period to amend or sup-
plement the Prospectus or to file under the Exchange Act any
document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust
Indenture Act, to notify you and request you to suspend
solicitation of offers to purchase Securities from the Com-
pany, in your capacity as agents of the Company and, if so
notified, you shall forthwith cease such solicitations; and
if the Company shall decide to amend or supplement the
Registration Statement or the Prospectus as then amended or
supplemented, other than by any Pricing Supplement (except
as provided in the Procedure), to so advise you promptly by
telephone (with confirmation in writing) and to prepare and
cause to be filed promptly with the Commission an amendment
or supplement to the Registration Statement or the Prospec-
tus as then amended or supplemented that will correct such
statement or omission or effect such compliance; provided,
however, that if during such same period any Agent continues
to own Securities purchased from the Company by such Agent
as principal, the Company shall promptly prepare and file
with the Commission such an amendment or supplement;
(d) To make generally available to its security
holders as soon as practicable, but in any event not later
than 90 days after the close of the period covered thereby,
an earning statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of
the Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule
158) and covering each twelve-month period beginning not
later than the first day of the Company's fiscal quarter
next following the effective date of the Registration
Statement or a post-effective amendment thereto (within the
meaning of Rule 158);
(e) During the period when this Agreement is in
effect, to deliver to you (i) as soon as they are available,
copies of any reports and financial statements furnished to
or filed with the Commission or any national securities
exchange on which any class of securities of the Company is
listed; and (ii) such additional information concerning the
business and financial condition of the Company as you may
from time to time reasonably request (such financial state-
ments to be on a consolidated basis to the extent the
accounts of the Company and its subsidiaries are consoli-
dated in reports furnished to the Commission);
(f) That, from the date of any Terms Agreement or
other agreement by such Agent to purchase Securities as
principal and continuing to and including the earlier of
(i) the termination of the trading restrictions for the
Securities purchased thereunder, as notified to the Company
by the Agent or Agents party to such Terms Agreement, and
(ii) the related Time of Delivery, the Company will not,
without the prior written consent of such Agent or Agents,
offer, sell, contract to sell or otherwise dispose of any
debt securities of the Company which mature more than nine
months after such Time of Delivery and which are substan-
tially similar to the Securities;
(g) That each acceptance by the Company of an
offer to purchase Securities hereunder (including any
purchase by such Agent as principal not pursuant to a Terms
Agreement), and each sale of Securities to an Agent pursuant
to a Terms Agreement, shall be deemed to be an affirmation
to the Agent or Agents which are parties to such Terms
Agreement that the representations and warranties of the
Company contained in or made pursuant to this Agreement are
true and correct as of the date of such acceptance or of
such Terms Agreement as though made at and as of such time,
and an undertaking that such representations and warranties
will be true and correct as of the settlement date for the
Securities relating to such acceptance and as of the Time of
Delivery relating to such sale, as though made at and as of
each such date (except that such representations and warran-
ties shall be deemed to relate to the Registration Statement
and the Prospectus as amended and supplemented relating to
such Securities);
(h) That each time the Registration Statement or
the Prospectus shall be amended or supplemented (other than
by an amendment or supplement relating solely to a change in
the terms of the Securities and other than by any Pricing
Supplement), each time a document filed under the Act or the
Exchange Act is incorporated by reference into the
Prospectus, and each time, if so indicated in the applicable
Terms Agreement, the Company sells Securities to an Agent as
principal, the Company shall furnish or cause to be fur-
nished forthwith to you a certificate of officers of the
Company satisfactory to you, dated the date of such supple-
ment, amendment, incorporation or Time of Delivery related
to such sale, in form satisfactory to you in your reasonable
judgment, to the effect that the statements contained in the
certificate referred to in Section 6(f) hereof which were
last furnished to you are true and correct at such date, as
though made at and as of such date (except that such
statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to
such time) or, in lieu of such certificate, certificates of
the same tenor as the certificates referred to in said
Section 6(f) but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to
such date;
(i) That each time the Registration Statement or
the Prospectus shall be amended or supplemented (other than
by an amendment or supplement relating solely to a change in
the terms of the Securities and other than by any Pricing
Supplement), each time a document filed under the Act or the
Exchange Act is incorporated by reference into the Prospec-
tus, and each time, if so indicated in the applicable Terms
Agreement, the Company sells Securities to an Agent as
principal, the Company shall furnish or cause to be fur-
nished forthwith to you a written opinion of counsel for the
Company, or other counsel satisfactory to you in your
reasonable judgment, dated the date of such amendment,
supplement, incorporation or Time of Delivery relating to
such sale, in form satisfactory to you in your reasonable
judgment, to the effect that you may rely on the opinion
referred to in Section 6(c) hereof which was last furnished
to you to the same extent as though it were dated the date
of such letter authorizing reliance (except that statements
in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and
supplemented to such date) or, in lieu of such opinion, an
opinion of the same tenor as the opinion referred to in
Section 6(c) hereof but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to such date;
(j) That each time the Registration Statement or
the Prospectus shall be amended or supplemented and each
time that a document filed under the Act or the Exchange Act
is incorporated by reference into the Prospectus, in either
case to set forth financial information included in or
derived from the Company's consolidated financial
statements, or, if so indicated in the applicable Terms
Agreement, each time the Company sells Securities to an
Agent as principal, the Company shall cause its independent
public accountants forthwith to furnish you a letter, dated
the date of such amendment, supplement, incorporation or
Time of Delivery relating to such sale, in form satisfactory
to you in your reasonable judgment, of the same tenor as the
letter referred to in Section 6(d) hereof but modified to
relate to the Registration Statement and the Prospectus as
amended or supplemented to the date of such letter, with
such changes as may be necessary to reflect changes in the
financial statements and other information derived from the
accounting records of the Company, to the extent such finan-
cial statements and other information are available as of a
date not more than five business days prior to the date of
such letter; provided, however, that where such amendment,
supplement or document incorporated by reference only sets
forth unaudited quarterly financial information, the scope
of such letter may be limited to relate to such unaudited
financial information unless any other accounting or finan-
cial information included or incorporated by reference
therein is of such a character that, in your reasonable
judgment, such letter should address such other information;
(k) That, in the event the Company determines to
solicit offers to purchase and sell the Securities to or
through agents other than the Agents, the Company shall
provide the Agents prompt notice of such determination; and
(l) To offer to any person who has agreed to
purchase Securities as the result of an offer to purchase
solicited by such Agent the right to refuse to purchase and
pay for such Securities if, on the related settlement date
fixed pursuant to the Procedure, any condition set forth in
Section 6(a), 6(e) or 6(g) hereof shall not have been satis-
fied (it being understood that the judgment of such person
with respect to the impracticability or inadvisability of
such purchase of Securities shall be substituted, for
purposes of this Section 4(l), for the respective judgments
of an Agent with respect to certain matters referred to in
such Sections 6(a), 6(e) and 6(g), and that such Agent shall
have no duty or obligation whatsoever to exercise the
judgment permitted under such Sections 6(a), 6(e) and 6(g)
on behalf of any such person).
5. Unless otherwise provided in any applicable
Terms Agreement, the Company covenants and agrees with you
that the Company will pay or cause to be paid the following:
(i) the fees and expenses of the Company's counsel and
accountants in connection with the registration of the
Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to you; (ii) the
fees and expenses of your counsel in connection with the
transactions contemplated hereunder; (iii) the cost of
printing or reproducing this Agreement, any Terms Agreement,
any Indenture, any Blue Sky and Legal Investment Memoranda
and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iv) all
expenses in connection with the qualification of the Securi-
ties for offering and sale under state securities laws as
provided in Section 4(b) hereof, including fees and
disbursements of your counsel in connection with such quali-
fication and in connection with the Blue Sky and legal
investment surveys; (v) any fees charged by security rating
services for rating the Securities; (vi) the cost of prepar-
ing the Securities; (vii) the fees and expenses of any
Trustee and any agent of any Trustee and the fees and dis-
bursements of counsel for any Trustee in connection with any
Indenture and the Securities; (viii) the fees and expenses
of any Depositary (as defined in the Indenture) and any
nominees thereof in connection with the Securities; (ix) any
advertising expenses connected with the solicitation of
offers to purchase and the sale of Securities so long as
such advertising expenses have been approved by the Company;
and (x) all other costs and expenses incident to the
performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. Each
Agent shall pay all other fees and expenses incurred by such
Agent.
6. The obligations of each Agent, as agent of the
Company, to solicit offers to purchase the Securities and
the obligation of each Agent to purchase Securities as
principal pursuant to any Terms Agreement or otherwise,
shall in each case be subject, in such Agent's reasonable
discretion, to the condition that all representations and
warranties and other statements of the Company herein are
true and correct at and as of the Closing Date, the date of
each such solicitation, any settlement date related to the
acceptance of such an offer, and each Time of Delivery, the
condition that the Company shall have performed all of its
obligations hereunder theretofore in each case to be
performed and the following additional conditions:
(a) No stop order suspending the effectiveness of
the Registration Statement shall have been issued and no
proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for
additional information on the part of the Commission shall
have been complied with to your reasonable satisfaction;
(b) Your counsel shall have furnished to you such
opinion or opinions, dated the Closing Date, with respect to
the incorporation of the Company, the validity of the
Indenture, the Securities, the Registration Statement, the
Prospectus as amended or supplemented and other related
matters as you may reasonably request, and such counsel
shall have received such papers and information as you may
reasonably request to enable them to pass upon such matters;
(c) Counsel for the Company satisfactory to you
shall have furnished to you their written opinion, dated the
Closing Date or any applicable date referred to in Section
4(i), as the case may be, in form and substance satisfactory
to you, to the effect that:
(i) The Company has been duly incor-
porated and is validly existing as a corporation
in good standing under the laws of the State of
Delaware with corporate power and authority to own
its properties and conduct its business as des-
cribed in the Prospectus;
(ii) The Company's authorized capital
stock is as set forth in the Prospectus and all of
the issued shares of capital stock of the Company
have been duly and validly authorized and issued
and are fully paid and non-assessable;
(iii) Such counsel does not know of any
litigation or any governmental proceeding insti-
tuted or threatened against the Company or any of
its consolidated subsidiaries which in such
counsel's opinion would be likely to result in a
judgment or decree having a material adverse
effect on the business or financial position of
the Company and its subsidiaries as a whole or be
required to be disclosed in the Registration
Statement which is not disclosed and accurately
summarized in the Prospectus;
(iv) This Agreement (and any applicable
Terms Agreement) has been duly authorized, exe-
cuted and delivered by the Company;
(v) The Securities have been duly
authorized and, when the terms of any Securities
have been established in accordance with the
Indenture and so as not to violate any applicable
law or agreement or instrument then binding on the
Company and such Securities have been duly
executed, authenticated, issued and delivered by
the Company, such Securities will constitute valid
and legally binding obligations of the Company
entitled to the benefits provided by the
Indenture; and the Indenture conforms and the
Securities will conform in all material respects
to the descriptions thereof in the Prospectus;
(vi) The Indenture has been duly autho-
rized, executed and delivered by the parties
thereto and constitutes a valid and legally
binding obligation of the Company, enforceable in
accordance with its terms, subject, as to enforce-
ment, to bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or
other laws relating to or affecting creditors'
rights generally, and to general principles of
equity, including without limitation concepts of
materiality, reasonableness, good faith and fair
dealing, and the possible unavailability of
specific performance or injunctive relief,
regardless of whether considered in a proceeding
in equity or at law; and the Indenture has been
duly qualified under the Trust Indenture Act;
(vii) The issue and sale of the Securi-
ties and the compliance by the Company with all of
the provisions of the Securities, the Indenture,
this Agreement and any Terms Agreement, and the
consummation of the transactions herein and
therein contemplated, will not conflict with or
result in a breach of any of the terms or provi-
sions of, or constitute a default under, any
agreement or instrument known to such counsel to
which the Company or Caterpillar is a party or by
which the Company or Caterpillar is bound, and
which conflicts, breaches and defaults, if any,
would individually or in the aggregate have a
material adverse effect on the business or finan-
cial position of the Company and its subsidiaries
as a whole; nor will such action result in any
violation of the provisions of the Certificate of
Incorporation or the By-Laws of the Company or any
statute of the United States of America or the
State of Delaware or any rule or regulation there-
under (provided that no opinion need be expressed
in this paragraph as to compliance with the Act,
the Trust Indenture Act, the Exchange Act, the
Commodity Exchange Act (and the rules and
regulations of the Commodity Futures Trading
Commission thereunder) or the Delaware Securities
Act, or with the Bankruptcy Code of 1978, as
amended, with respect to any proceeding in which
the Company is the debtor) or, to such counsel's
knowledge, any order of any court or governmental
agency or body of the United States of America or
the State of Delaware; and no consent, approval,
authorization, order, registration or
qualification of or with any such court or
governmental agency or body is required for the
issue and sale of the Securities by the Company or
the consummation by the Company of the other
transactions contemplated by this Agreement or any
Terms Agreement or the Indenture, except such as
have been obtained under the Act and the Trust
Indenture Act and such consents, approvals, autho-
rizations, registrations or qualifications as may
be required under Delaware securities or Blue Sky
laws in connection with the issue and sale of the
Securities;
(viii) The documents incorporated by
reference in the Prospectus (other than the finan-
cial statements and related schedules and other
financial and statistical data therein, as to
which such counsel need express no opinion or
belief), when they were filed with the Commission,
complied as to form in all material respects with
the requirements of the Act or the Exchange Act
and the rules and regulations of the Commission
thereunder; and
(ix) The Registration Statement, as of
the date on which any part thereof became effec-
tive, and the Prospectus, as of the date of such
opinion (other than the financial statements and
related schedules and other financial and
statistical data therein, as to which such counsel
need express no opinion or belief) complied or
complies as to form in all material respects with
the requirements of the Act and the Trust
Indenture Act and the rules and regulations
thereunder.
In addition, such counsel shall state that while
they make no representation that they have independently
verified the accuracy or completeness of the information
contained in the documents incorporated by reference in the
Prospectus, they have no reason to believe that any of such
documents (other than the financial statements and related
schedules and other financial and statistical data therein,
as to which they need express no opinion or belief), when
they were so filed, contained an untrue statement of a
material fact or omitted to state a material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made when such documents
were so filed, not misleading, in each case after excluding
any statement in any such documents which does not
constitute part of the Registration Statement or Prospectus
pursuant to Rule 412 of Regulation C under the 1933 Act.
Further, such counsel shall state that while they make no
representation that they have independently verified the
accuracy or completeness of the information contained in the
Registration Statement and the Prospectus (other than the
statements made in the Prospectus under the captions
"Description of Notes", "Supplemental Plan of Distribution"
and "Description of Debt Securities", in each case insofar
as they relate to the provisions of documents therein
described), they have no reason to believe that any part of
the Registration Statement, insofar as relevant to the
offering of the Securities, as of the date on which such
part became effective, or the Prospectus, as of the date of
such opinion (other than the financial statements and
related schedules and other financial and statistical data
therein, as to which they need express no opinion or be-
lief), contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, in each case after
excluding any statement in any such document which does not
constitute part of the Registration Statement or the Pros-
pectus pursuant to Rule 412 of Regulation C under the 1933
Act; and they do not know of any contracts or other docu-
ments of a character required to be filed as an exhibit to
the Registration Statement or required to be incorporated by
reference into the Prospectus or required to be described in
the Registration Statement or the Prospectus which are not
filed or incorporated by reference or described as required;
(d) At 11:00 a.m., New York City time, on the
Closing Date or on any applicable date referred to in Sec-
tion 4(j), as the case may be, the independent accountants
who have certified the financial statements of the Company
and its subsidiaries included or incorporated by reference
in the Registration Statement shall have furnished to you a
letter, dated the Closing Date or such applicable date, in
form and substance satisfactory to you, to the effect set
forth in Annex III hereto;
(e) (i) Neither the Company nor any of its
subsidiaries shall have sustained after the date of the
latest audited financial statements included or incorporated
by reference in the Prospectus and (A) prior to the Closing
Date, any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court
or governmental action, order or decree, otherwise than as
set forth or contemplated in the Prospectus as amended or
supplemented through the date of this Agreement and (B)
prior to each Time of Delivery, any such material loss or
interference, otherwise than as set forth or contemplated in
the Prospectus as amended and supplemented through the date
of each corresponding Terms Agreement, and (ii) since the
respective dates as of which information is given in the
Prospectus as amended or supplemented and (A) prior to the
Closing Date, there shall not have been any material change
in the capital stock or any material increase in the
consolidated long-term debt of the Company or any of its
subsidiaries or any material adverse change, or any
development involving a prospective material adverse change,
in or affecting the general affairs, management,
consolidated financial position, shareholders' equity or
results of operations of the Company and its subsidiaries,
otherwise than as set forth or contemplated in the
Prospectus as amended or supplemented through the date of
this Agreement and (B) prior to each Time of Delivery, there
shall not have been any such material change or development,
otherwise than as set forth or contemplated in the Prospec-
tus as amended and supplemented through the date of each
corresponding Terms Agreement, the effect of which, in any
such case described in clause (i) or (ii), is in your
judgment so material and adverse as to make it impracticable
or inadvisable to proceed with your solicitation of offers
to purchase Securities from the Company or your purchase of
Securities from the Company as principal, as the case may
be;
(f) The Company shall have furnished or caused to
be furnished to you a certificate of officers of the Company
satisfactory to you, dated the Closing Date or any
applicable date referred to in Section 4(h), as the case may
be, as to the accuracy of the representations and warranties
of the Company herein at and as of the Closing Date or such
applicable date, as to the performance by the Company of all
of its obligations hereunder to be performed at or prior to
the Closing Date or such applicable date, as to the matters
set forth in subsections (a) and (e) of this Section 6, and
as to such other matters as you may reasonably request; and
(g) During the period in which you are soliciting
offers to purchase Securities, including the period between
the date of any Terms Agreement and the related Time of
Delivery, there shall not have occurred any of the follow-
ing: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a
general moratorium on commercial banking activities in New
York declared by either Federal or New York State
authorities; (iii) the outbreak or material escalation of
hostilities involving the United States or the declaration
by the United States of a national emergency or war, if the
effect of any such event specified in this clause (iii) in
your judgment (after consultation with the Company) makes it
impracticable or inadvisable to proceed with your solicita-
tion of offers to purchase Securities or your purchase of
Securities from the Company as principal, pursuant to the
applicable Terms Agreement or otherwise, as the case may be;
or (iv) any downgrading in the rating accorded the Company's
debt securities by Moody's Investors Service, Inc. or
Standard & Poor's Corporation or a public announcement by
either such organization that it has under surveillance or
review, with possible negative implications, its rating of
any of the Company's debt securities.
7. (a) The Company will indemnify and hold you
harmless against any losses, claims, damages or liabilities,
joint or several, to which you may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue state-
ment of a material fact contained in any Preliminary
Prospectus, the Registration Statement, the Prospectus as
amended or supplemented, and any other prospectus relating
to the Securities or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omis-
sion to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and will reimburse each Agent for any legal or
other expenses reasonably incurred by it in connection with
investigating or defending any such action or claim;
provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, the Registra-
tion Statement, the Prospectus as amended or supplemented
and any other prospectus relating to the Securities or any
such amendment or supplement in reliance upon and in con-
formity with written information furnished to the Company by
you expressly for use in the Prospectus as amended or
supplemented relating to such Securities; and provided,
further, that the Company shall not be liable to any Agent
under the indemnity agreement in this subsection (a) with
respect to any Preliminary Prospectus to the extent that any
such loss, claim, damage or liability results from the fact
that such Agent sold Securities to a person to whom there
was not sent or given, at or prior to the written confirma-
tion of such sale, a copy of the Prospectus (excluding
documents incorporated by reference) or of the Prospectus as
then amended or supplemented (excluding documents incorpo-
rated by reference) if the Company has previously furnished
copies thereof to such Agent.
(b) Each Agent will indemnify and hold harmless
the Company against any losses, claims, damages or lia-
bilities to which the Company may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue state-
ment of a material fact contained in any Preliminary
Prospectus, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to
the Securities, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue state-
ment or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the
Prospectus as amended or supplemented and any other prospec-
tus relating to the Securities, or any such amendment or
supplement in reliance upon and in conformity with written
information furnished to the Company by such Agent expressly
for use therein; and will reimburse the Company for any
legal or other expenses reasonably incurred by the Company
in connection with investigating or defending any such
action or claim.
(c) Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the
commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against the indem-
nifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the omis-
sion so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any
such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commence-
ment thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel
to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof
other than reasonable costs of investigation.
(d) If the indemnification provided for in this
Section 7 is unavailable to or insufficient to hold harmless
an indemnified party under subsection (a) above in respect
of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the
contributing Agent on the other from the offering of the
Securities to which such loss, claim, damage or liability
(or action in respect thereof) relates. If, however, the
indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an
indemnified party under subsection (b) above in respect of
any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, if the allocation
provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party
failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company
on the one hand and the contributing Agent on the other in
connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions
in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the
Company on the one hand and the contributing Agent on the
other shall be deemed to be in the same proportion as the
total net proceeds from the sale of Securities (before
deducting expenses) received by the Company bear to the
total commissions or discounts received by the contributing
Agent in respect thereof. The relative fault shall be
determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact
required to be stated therein or necessary in order to make
the statements therein not misleading relates to information
supplied by the Company on the one hand or by the contribut-
ing Agent on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the
contributing Agent agree that it would not be just and
equitable if contribution pursuant to this subsection (d)
were determined by pro rata allocation or by any other
method of allocation which does not take account of the
equitable considerations referred to above in this subsec-
tion (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabili-
ties (or actions in respect thereof) referred to above in
this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this
subsection (d), no Agent shall be required to contribute any
amount in excess of the amount by which the total price at
which the Securities purchased by or through such Agent were
sold exceeds the amount of any damages which such Agent has
otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation.
(e) The obligations of the Company under this
Section 7 shall be in addition to any liability which the
Company may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls
any Agent within the meaning of the Act; and each Agent's
obligations under this Section 7 shall be in addition to any
liability which such Agent may otherwise have and shall
extend, upon the same terms and conditions, to each officer
and director of the Company and to each person, if any, who
controls the Company within the meaning of the Act.
8. In soliciting offers by others to purchase
Securities from the Company, each Agent is acting solely as
an agent for the Company, and not as principal. Each Agent
will make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to pur-
chase Securities from the Company was solicited by such
Agent and has been accepted by the Company, but such Agent
shall not have any liability to the Company in the event
such purchase for any reason is not consummated. If the
Company shall default on its obligation to deliver
Securities to a purchaser whose offer it has accepted, the
Company shall hold each Agent harmless against any loss,
claim or damage arising from or as a result of such default
by the Company.
9. The respective indemnities, agreements, repre-
sentations, warranties and other statements by you and the
Company set forth in or pursuant to this Agreement, shall
remain in full force and effect regardless of any investiga-
tion (or any statement as to the results thereof) made by or
on behalf of any of you or the Company or any of its offi-
cers or directors or any controlling person, and shall
survive each delivery of and payment for any of the
Securities.
10. The provisions of this Agreement relating to
the solicitation of offers to purchase the Securities may be
suspended or terminated at any time by the Company as to any
or all Agents or by any Agent insofar as this Agreement
relates to such Agent, upon the giving of written notice of
such suspension or termination to the other parties hereto.
In the event of any such suspension or termination, no party
shall have any liability to the other party hereto, except
as provided in the third paragraph of Section 2(a),
Section 5, Section 7, Section 8 and Section 9 and except
that, if at the time of such suspension or termination, an
offer for the purchase of Securities shall have been
accepted by the Company but the delivery of the Securities
relating thereto to the purchaser or his agent shall not yet
have occurred, the Company shall have the obligations pro-
vided in subsections (g), (h), (i) and (j) of Section 4.
11. Except as otherwise specifically provided
herein or in the Administrative Procedure, all statements,
requests, notices and advices hereunder shall be in writing,
or by telephone if promptly confirmed in writing, and if to
Goldman, Sachs & Co. shall be sufficient in all respects
when delivered or sent by facsimile transmission or regis-
tered mail to 85 Broad Street, New York, New York 10004,
Facsimile Transmission No. (212) 902-3000, Attention: Donald
T. Hansen; if to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated shall be sufficient in all
respects when delivered or sent by facsimile transmission or
registered mail to Merrill Lynch Headquarters, World
Financial Center, North Tower, New York, New York 10281-
1310, Facsimile Transmission No. (212) 449-2234, Attention:
MTN Product Management; if to Lehman Brothers Inc. shall be
sufficient in all respects when delivered or sent by
facsimile transmission or registered mail to 3 World
Financial Center, Twelfth Floor, New York, New York 10285,
Facsimile Transmission No. (212) 528-6669 (for facsimile
transmissions of less than 10 pages) or (212) 619-7165 (for
facsimile transmissions of 10 pages or more), Attention:
Medium Term Note Department; and if to the Company shall be
sufficient in all respects when delivered or sent by
facsimile transmission or registered mail to Caterpillar
Financial Services Corporation, 3322 West End Avenue,
Nashville, Tennessee 37203-1071, Attention: General
Counsel.
12. This Agreement and any Terms Agreement shall
be binding upon, and inure solely to the benefit of, each of
you and the Company, and to the extent provided in Sec-
tion 7, Section 8 and Section 9 hereof, the officers and
directors of the Company and any person who controls any of
you or the Company, and your respective personal represen-
tatives, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agree-
ment or any Terms Agreement. No purchaser of any of the
Securities through or from any of you shall be deemed a
successor or assign by reason of such purchase.
13. This Agreement and any Terms Agreement shall
be governed by, and construed in accordance with, the laws
of the State of New York.
14. Time shall be of the essence in this Agree-
ment and any Terms Agreement.
15. This Agreement and any Terms Agreement may be
executed by any one or more of the parties hereto and
thereto in any number of counterparts, each of which shall
be an original, but all of such respective counterparts
shall together constitute one and the same instrument.
<PAGE>
If the foregoing is in accordance with your under-
standing, please sign and return to us six counterparts
hereof, whereupon this letter and the acceptance by you
thereof shall constitute a binding agreement between the
Company and each of you in accordance with its terms.
Very truly yours,
Caterpillar Financial
Services Corporation
By: /s/ James S. Beard
President
Accepted in New York, New York,
as of the date hereof:
___________________________
(Goldman, Sachs & Co.)
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
By: _______________________
Lehman Brothers Inc.
By: ________________________
ANNEX I
Caterpillar Financial Services Corporation
TERMS AGREEMENT
______________, 199_
[Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.]
[Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch Headquarters,
North Tower,
World Financial Center,
New York, New York 10281.]
[Lehman Brothers Inc.,
3 World Financial Center,
New York, New York 10285.]
Dear Sirs:
Caterpillar Financial Services Corporation (the
"Company") proposes, subject to the terms and conditions
stated herein and in the Distribution Agreement, dated
_____________1995 (the "Distribution Agreement"), between
the Company and Goldman, Sachs & Co., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Lehman Brothers Inc., to issue and sell to you the
securities specified in the Schedule hereto (the "Purchased
Securities"). Each of the provisions of the Distribution
Agreement not specifically related to the solicitation by
such firms, as agents of the Company, of offers to purchase
Securities is incorporated herein by reference in its
entirety, and shall be deemed to be part of this Agreement
to the same extent as if such provisions had been set forth
in full herein, provided that for purposes of this Agreement
all references in the Distribution Agreement to "you" or
"the Agents" shall be deemed to refer to you alone. Nothing
contained herein or in the Distribution Agreement shall make
you an agent of the Company or make you subject to the
provisions therein relating to the solicitation of offers to
purchase securities from the Company, solely by virtue of
your execution of this Terms Agreement. Each of the
representations and warranties set forth therein shall be
deemed to have been made at and as of the date of this Terms
Agreement, except that each representation and warranty with
respect to the Prospectus in Section 1 of the Distribution
Agreement shall be deemed to be a representation and
warranty as of the date of the Distribution Agreement in
relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Terms
Agreement in relation to the Prospectus as amended and
supplemented to relate to the Purchased Securities.
An amendment to the Registration Statement, or a
supplement to the Prospectus, as the case may be, relating
to the Purchased Securities, in the form heretofore deliv-
ered to you is now proposed to be filed with, or in the case
of a supplement, mailed for filing to, the Commission.
Subject to the terms and conditions set forth
herein and in the Distribution Agreement incorporated herein
by reference, the Company agrees to issue and sell to you
and you agree to purchase from the Company the Purchased
Securities, at the time and place, in the principal amount
and at the purchase price set forth in the Schedule hereto.
<PAGE>
If the foregoing is in accordance with your under-
standing, please sign and return to us counterparts
hereof, and upon acceptance hereof by you of this letter and
such acceptance hereof, including those provisions of the
Distribution Agreement incorporated herein by reference,
shall constitute a binding agreement between you and the
Company.
Caterpillar Financial Services
Corporation
By:__________________________
Authorized Officer
Accepted as of the date hereof:
[___________________________
(Goldman, Sachs & Co.)]
[Merrill Lynch, Pierce, Fenner
& Smith Incorporated
By:________________________
[Lehman Brothers Inc.
By:________________________]
<PAGE>
Schedule to Annex I
Title of Purchased Securities:
[ % Notes due ] [Medium-Term Notes]
Specified Currency:
Aggregate principal amount:
[$ or units of other Specified Currency]
[Price to Public:]
Purchase Price by __________________:
% of the principal amount of the Purchased
Securities, plus accrued interest from
to [and accrued amortization, if any, from
to ]
Specified funds for payment of purchase price:
[New York Clearing House] [same day] funds
Indenture:
Indenture, dated as of April 15, 1985, as supplemented
to the date hereof, between the Company and Morgan
Guaranty Trust Company of New York, as Trustee.
Maturity:
Denominations (if other than U.S. dollars):
Interest Rate:
[ %] [Specify floating rate provisions]
Interest Payment Dates:
[months and dates]
[Amortizing Security:
Initial Principal Repayment Date:
Amortization Schedule:]
[Interest Rate Reset:
Optional Reset Date(s):
Basis for Interest Rate Reset:]
[Extension of Maturity:
Extension Period(s):
Final Maturity Date:
Basis for Interest Rate [During Extension]
Time of Delivery:
Closing Location:
Documents to be Delivered:
The following documents referred to in the Distribution
Agreement shall be delivered:
[(1) The officers' certificate referred to in
Section 4(h).]
[(2) The opinion referred to in Section 4(i).]
[(3) The accountants' letter referred to in
Section 4(j).]
Syndicate Provisions:
[Set forth any provisions relating to underwriters'
default and step-up of amounts to be purchased by under-
writers acting with _____________________.]
Other Provisions:
LAN 01 22767
ANNEX II
CATERPILLAR FINANCIAL SERVICES CORPORATION
Administrative Procedure
This Administrative Procedure relates to the
Securities defined in the Distribution Agreement, dated
___________, 1995, (the "Distribution Agreement"), between
Caterpillar Financial Services Corporation (the "Company")
and Goldman, Sachs & Co., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Lehman
Brothers Inc., as agents of the Company (together, the
"Agents"), to which this Administrative Procedure is
attached as Annex II. Defined terms used herein and not
defined herein shall have the meanings given such terms in
the Distribution Agreement, the Prospectus, as amended or
supplemented, or the Indenture. To the extent any procedure
set forth below conflicts with the provisions of the
Securities, the Indenture or the Distribution Agreement, the
relevant provisions of the Securities, the Indenture and the
Distribution Agreement shall control.
The procedures to be followed with respect to the
settlement of sales of Securities directly by the Company to
purchasers solicited by an Agent, as agent, are set forth
below. Part I describes procedures of general applicability
with respect to such Securities. Part II describes pro-
cedures specifically and exclusively applicable (any pro-
cedure in Part I below to the contrary notwithstanding) to
such Securities which are Global Securities. Part III
describes procedures specifically applicable to such
Securities which are Certificated Securities. The terms and
settlement details related to a purchase of Securities by an
Agent, as principal, from the Company will be set forth in a
Terms Agreement pursuant to the Distribution Agreement. An
Agent, in relation to a purchase of a Security by a
purchaser solicited by such Agent, is referred to herein as
the "Selling Agent" and, in relation to a purchase of a
Security by such Agent as principal other than pursuant to a
Terms Agreement, as the "Purchasing Agent".
The Company will advise each Agent in writing of
those persons representing the Company with whom such Agent
is to communicate regarding offers to purchase Securities
and the related settlement details.
Each Security will be issued only in fully regis-
tered form and will be represented by either a permanent
global certificate (a "Global Certificate") delivered to the
Issuing Agent, as agent for The Depository Trust Company
(the "Depositary") or, a certificate issued in definitive
form without coupons (a "Certificated Security") as set
forth in the applicable Pricing Supplement. Each security
which is represented by a Global Certificate is referred to
herein as a "Book-Entry Security" (it being understood that
only such Global Certificate -- and not any such Book-Entry
Security represented thereby -- constitutes a "Security"
under the Indenture).
The Company has appointed BankAmerica National
Trust Company ("BankAmerica") as trustee under the Indenture
(the "Trustee"), as Calculation Agent (the "Calculation
Agent") and as Exchange Rate Agent (the "Exchange Rate
Agent") for the Securities. In addition, the Company has
appointed BankAmerica as Issuing Agent (the "Issuing
Agent") in connection with certain procedures to be followed
with respect to the settlement of sales of Securities as set
forth in this Administrative Procedure.
PART I: PROCEDURES OF GENERAL APPLICABILITY
Posting Rates by Company:
The Company and the Agents will discuss from time
to time the rates of interest per annum to be borne by and
the maturity of Securities that may be sold as a result of
the solicitation of offers by an Agent. The Company may
establish a fixed set of interest rates and maturities for
an offering period ("posting"). If the Company decides to
change already posted rates, it will promptly advise the
Agents to suspend solicitation of offers until the new
posted rates have been established with the Agents.
Acceptance of Offers by Company:
Each Agent will promptly advise the Company by
telephone or other appropriate means of all reasonable
offers to purchase Securities, other than those rejected by
such Agent. Each Agent may, in its discretion reasonably
exercised, reject any offer received by it in whole or in
part. Each Agent also may make offers to the Company to
purchase Securities as a Purchasing Agent (in such capacity,
a "Purchasing Agent"). The Company will have the sole right
to accept offers to purchase Securities and may reject any
such offer in whole or in part.
The Company will promptly notify the Selling Agent
or Purchasing Agent, as the case may be, of its acceptance
or rejection of an offer to purchase Securities. If the
Company accepts an offer to purchase Securities, it will
confirm such acceptance in writing to the Selling Agent or
Purchasing Agent, as the case may be, and the Issuing Agent.
Preparation of Pricing Supplement by Company:
If the Company accepts an offer to purchase a
Security, it will prepare a Pricing Supplement. The Company
will supply at least ten copies of such Pricing Supplement
to the Selling Agent or Purchasing Agent, as the case may
be, not later than 5:00 p.m., New York City time, on the
business day following the date of acceptance of such offer,
or if the Company and the purchaser agree to settlement on
the date of such acceptance, not later than noon, New York
City time, on such date. In addition, if Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated is
Selling Agent or Purchasing Agent, the Company will send at
least one copy of such Pricing Supplement, to arrive not
later than 11:00 a.m., New York City time, on the business
day in New York following the date of acceptance of such
offer, to the presenting agent at each of the following
addresses: Merrill Lynch & Co. - Tritech Services, 4
Corporate Place, Corporate Park 287, Piscataway, New Jersey
08854, Telephone No. (908) 878-6525/26/27, Facsimile
Transmission No. (908) 878-6530, Attention: Final
Prospectus Unit/Nachman Kimerling; and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill
Lynch World Headquarters, World Financial Center, North
Tower, 10th Floor, New York, New York 10281-1310, Telephone
No. (212) 449-7582, Facsimile Transmission No. (212)
449-2234, Attention: MTN Product Management. In addition,
if Lehman Brothers Inc. is Selling Agent or Purchasing
Agent, the Company will send at least one copy of such
Pricing Supplement, to arrive not later than 11:00 a.m., New
York City time, on the business day in New York following
the date of acceptance of such offer, (i) by facsimile
transmission to Lehman Brothers Inc., Prospectus Delivery
Department, Attention Andrea Springer, Facsimile
Transmission No. (212) 464-6960, and (ii) to Lehman Brothers
Inc., 3 World Financial Center, 9th Floor, New York, New
York 10285, Attention Medium-Term Note Department. The
Company will arrange to have ten Pricing Supplements filed
with the Commission not later than the close of business of
the Commission on the second business day following the
earlier of the date of the determination of the offering
price or the date on which such Pricing Supplement is first
used.
Delivery of Confirmation and
Prospectus to Purchaser by Selling Agent:
The Selling Agent will deliver to the purchaser of
a Security a written confirmation of the sale and delivery
and payment instructions. In addition, the Selling Agent
will deliver to such purchaser or its agent the Prospectus
as amended or supplemented (including the Pricing
Supplement) in relation to such Security prior to or
together with the earlier of the delivery to such purchaser
or its agent of (a) the confirmation of sale (including, in
the case of a Book-Entry Security, the confirmation through
the Depositary's Institutional Delivery System) or (b) the
Security.
In the case of an offering of Certificated Notes
where Merrill Lynch is Selling Agent or Purchasing Agent,
the Company shall supply such Agent on or prior to
Settlement Date with an adequate supply of Prospectuses and
Pricing Supplements at the following address: Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Money Market
Clearance - MTNs, 165 Broadway, 4th Floor, New York, New
York 10080, Attention: David Alavarces.
Business Day:
"Business Day" means (a) with respect to any Note,
any day that is not a Saturday or Sunday and that, in The
City of New York is not a day on which banking institutions
generally are authorized or obligated by law to close, and
(b) if the Note is denominated in a Specified Currency other
than United States dollars (i) not a day on which banking
institutions are authorized or required by law to close in
the financial center of the country issuing the Specified
Currency (which in the case of Australian dollars shall be
Sydney and Melbourne and in the case of ECU shall be
Brussels) and (ii) a day on which banking institutions in
such financial center are carrying out transactions in such
Specified Currency, and (c) with respect to LIBOR Notes
only, any such day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
PART II: PROCEDURES APPLICABLE TO BOOK-ENTRY
SECURITIES AND GLOBAL SECURITIES
In connection with the qualification of Book-Entry
Securities for eligibility in the book-entry system main-
tained by the Depositary, the Issuing Agent and the Trustee
will perform the custodial, document control and administra-
tive functions described below, in accordance with their
respective obligations under a Letter of Representations
from the Company and BankAmerica, as Trustee and Issuing
Agent to the Depositary, dated June ____, 1995, and a
Medium-Term Note Certificate Agreement, dated
_______________, between BankAmerica and the Depositary (the
"Certificate Agreement"), and the obligations of BankAmerica
as a participant in the Depositary, including the
Depositary's Same-Day Funds Settlement System ("SDFS"). It
is understood that the ownership interests of purchasers of
Book-Entry Securities will be credited to the book-entry
accounts of one or more participants in the Depositary (each
a "Participant") in accordance with the Depositary's custom-
ary practices and reflected in the records of such
Participants or one or more indirect participants in the
Depositary designated by such purchasers in accordance with
the arrangements between such purchasers and such
Participants and indirect participants.
Issuance: All Fixed Rate Securities which are
Book-Entry Securities and have the
same original Issue Date, redemption
provisions, Interest Payment Dates,
interest rate, interest payment
periods, Specified Currency, Stated
Maturity and other terms, if any
(collectively, the "Fixed Rate
Terms"), will be represented by a
single Global Certificate in fully
registered form without coupons; and
all Floating Rate Securities which are
Book-Entry Securities and have the
same Original Issue Date, redemption
provisions, Interest Payment Dates,
interest payment periods, Interest
Rate Basis or Bases, Initial Interest
Rate, Index Maturity, Spread or Spread
Multiplier, if any, Minimum Interest
Rate, if any, Maximum Interest Rate,
if any, Specified Currency, Stated
Maturity and other terms, if any
(collectively, the "Floating Rate
Terms"), will be represented by a
single Global Certificate in fully
registered form without coupons.
Identification: The Company has arranged with the
CUSIP Service Bureau of Standard &
Poor's Corporation (the "CUSIP Service
Bureau") for the reservation of
approximately 900 CUSIP numbers which
have been reserved for future
assignment and relating to Book-Entry
Securities, and the Company has
delivered to the Issuing Agent and the
Depositary such list of such CUSIP
numbers. The Issuing Agent will
assign CUSIP numbers to Book-Entry
Securities as described below under
Settlement Procedure C. The
Depositary will notify the CUSIP
Service Bureau periodically of the
CUSIP numbers that the Issuing Agent
has assigned to Book-Entry Securities.
The Issuing Agent will notify the
Company at any time when fewer than
100 of the reserved CUSIP numbers
remain unassigned to Book-Entry
Securities, and, if it deems
necessary, the Company will reserve
additional CUSIP numbers for
assignment to Book-Entry Securities.
Upon obtaining such additional CUSIP
numbers, the Company will deliver a
list of such additional numbers to the
Issuing Agent and the Depositary.
Book-Entry Securities having an
aggregate principal amount in excess
of $200,000,000 and otherwise required
to be represented by the same Global
Certificate will instead be
represented by two or more Global
Certificates which shall all be
assigned the same CUSIP number.
Registration: Each Global Certificate will be
registered in the name of Cede & Co.,
as nominee for the Depositary, on the
Security Register maintained by the
Trustee under the Indenture. On the
first Business Day of each month, the
Trustee will deliver to the Company a
written statement indicating the total
principal amount of Outstanding
Book-Entry Securities as of the
immediately preceding Business Day.
Transfers: Transfers of interests in a Book-Entry
Security will be effected in
accordance with arrangements in effect
between Participants (and in certain
cases, one or more indirect
participants in the Depositary) and
the beneficial transferors and
beneficial transferees of such
Book-Entry Security, and the interests
of Participants therein will be
reflected as appropriate by book
entries made by the Depositary.
Exchanges: The Issuing Agent may deliver to the
Depositary and the CUSIP Service
Bureau at any time a written notice
specifying (a) the CUSIP numbers of
two or more Global Certificates (i)
having the same Fixed Rate Terms or
Floating Rate Terms, as the case may
be (except that Original Issue Dates
need not be the same), (ii) for which
interest (if any) has been paid to the
same date and (iii) which otherwise
constitute Securities of the same
series and tenor under the Indenture;
(b) a date, occurring at least 30 days
after such written notice is delivered
and at least 30 days before the next
Interest Payment Date (if any) for
such Book-Entry Securities, on which
such Global Certificates shall be
exchanged for a single replacement
Global Certificate; and (c) a new
CUSIP number to be assigned to such
replacement Global Certificate. Upon
receipt of such a notice, the
Depositary will send to its
Participants (including the Issuing
Agent) a written reorganization notice
to the effect that such exchange will
occur on such date. Prior to the
specified exchange date, the Issuing
Agent will deliver to the CUSIP
Service Bureau written notice setting
forth such exchange date and the new
CUSIP number and stating that, as of
such exchange date, the CUSIP numbers
of the Global Certificates to be
exchanged will no longer be valid. On
the specified exchange date, the
Issuing Agent will exchange such
Global Certificates for a single
Global Certificate authenticated by
the Trustee and bearing the new CUSIP
number, and the CUSIP numbers of the
exchanged Global Certificates will, in
accordance with CUSIP Service Bureau
procedures, be retired and not
reassigned. Notwithstanding the
foregoing, if the Global Certificates
to be exchanged exceed $200,000,000 in
aggregate principal amount, one
replacement Global Certificate will be
authenticated and issued to represent
each $200,000,000 of principal amount
of the exchanged Global Certificates
and an additional Global Certificate
will be authenticated and issued to
represent any remaining principal
amount of such Global Certificates
(see "Denominations" below).
Denominations: Book-Entry Securities denominated in
U.S. dollars will be issued in
denominations of $1,000 and any
larger denomination which is an
integral multiple of $1,000. Global
Certificates will be denominated in
principal amounts not in excess of
$200,000,000. If one or more
Book-Entry Securities having an
aggregate principal amount in excess
of $200,000,000 would, but for the
preceding sentence, be represented by
a single Global Certificate, then one
Global Certificate will be issued to
represent each $200,000,000 principal
amount of such Book-Entry Security or
Book-Entry Securities and an
additional Global Certificate will be
issued to represent any remaining
principal amount of such Book-Entry
Security or Book-Entry Securities. In
such a case, each of the Global
Certificates representing such Book-
Entry Security or Securities shall be
assigned the same CUSIP number.
Book-Entry Securities denominated in
currencies or currency units other
than U.S. dollars shall be issued in
the denominations set forth in the
relevant Pricing Supplement.
Interest: General. The Depositary will arrange
for each pending deposit message
described under Settlement Procedure C
below to be transmitted to Standard &
Poor's Corporation, which will use the
message to include certain information
regarding the related Book-Entry
Securities in the appropriate daily
bond report published by Standard &
Poor's Corporation.
Notice of Interest Payments and
Regular Record Dates. Promptly after
the amount of interest to be paid on
the following interest payment date is
determined for Book-Entry Securities
which are Floating Rate Notes, the
Issuing Agent will notify Standard &
Poor's Corporation of such amount of
interest.
Payments of
Principal and
Interest: Payments of Interest Only. Promptly
after each Regular Record Date, the
Issuing Agent will deliver to the
Company and the Dividend Department of
the Depositary a written notice
specifying by CUSIP number the amount
of interest (if any) per $1,000
principal amount to be paid on each
Book-Entry Security on the following
Interest Payment Date (other than an
Interest Payment Date coinciding with
the Maturity of such Security) and the
total of such amounts. The Depositary
will confirm the amount payable (if
any) on each Book-Entry Security on
such Interest Payment Date by
reference to the daily bond reports
published by Standard & Poor's
Corporation. On such Interest Payment
Date, the Company will pay to the
Trustee, and the Trustee in turn will
pay to the Depositary, such total
amount of interest due (other than at
Maturity of such Security), at the
times and in the manner set forth
below under "Manner of Payment".
Payments at Maturity. On or about the
first Business Day of each month, the
Trustee will deliver to the Company
and the Depositary, to the extent then
known, a written list of principal,
premium, if any, and interest to be
paid on each Book-Entry Security
maturing at Stated Maturity, on a
Repayment Date or on a Redemption Date
("Maturity") in the following month.
The Trustee, the Company and the
Depositary will confirm the amounts of
such principal, premium (if any) and
interest payments with respect to each
such Book-Entry Security on or about
the fifth Business Day preceding the
Maturity of such Book-Entry Security.
At such Maturity, the Company will pay
to the Trustee, and the Trustee in
turn will pay to the Depositary, the
principal amount of such Book-Entry
Security, together with interest and
premium, if any, due at such Maturity,
at the times and in the manner set
forth below under "Manner of Payment".
Promptly after payment to the
Depositary of the principal, interest
and premium, if any, due at the
Maturity of all Book-Entry Securities
represented by a particular Global
Certificate, the Trustee will cancel
such Global Certificate.
Manner of Payment. The total amount
of any principal, premium and interest
due on Book-Entry Securities on any
Interest Payment Date or at Maturity
shall be paid by the Company to the
Trustee, in funds immediately avail-
able for use by the Trustee as of 9:30
a.m., New York City time, on such
date. The Company will make such
payment on such Book-Entry Securities
by wire transfer to the Trustee or, if
acceptable to the Trustee, by
instructing the Trustee to withdraw
funds from an account maintained by
the Company at the Trustee. The
Company will confirm such instructions
in writing to the Trustee. For
principal payments at Maturity, prior
to 10:00 a.m., New York City time, on
such Maturity or as soon as possible
thereafter, the Trustee will pay by
separate wire transfer (using Fedwire
message entry instructions in a form
previously specified by the
Depositary) to an account at the
Federal Reserve Bank of New York
previously specified by the
Depositary, in funds available for
immediate use by the Depositary, each
payment of interest, principal and
premium, if any, due on Book-Entry
Securities on such date; and for
interest payments, the Trustee will
pay the Depositary in same-day funds
on the Interest Payment Date in
accordance with existing arrangements
between the Trustee and the
Depositary. Thereafter on each such
date, the Depositary will pay, in
accordance with its SDFS operating
procedures then in effect, such
amounts in funds available for
immediate use to the respective
Participants in whose names such
Book-Entry Securities are recorded in
the book-entry system maintained by
the Depositary. Once payment has been
made to the Depositary, neither the
Company nor the Trustee shall have any
responsibility or liability for the
payment by the Depositary of the
principal of, or premium, if any, or
interest on, the Book-Entry Securities
to such Participants.
Withholding Taxes. The amount of any
taxes required under applicable law to
be withheld from any interest payment
on a Book-Entry Security will be
determined and withheld by the
Participant, indirect participant in
the Depositary or other Person
responsible for forwarding payments
and materials directly to the
beneficial owner of such Book-Entry
Security, or as applicable laws may
otherwise require.
Settlement
Procedures: Settlement Procedures with regard to
each Book-Entry Security sold by each
Agent, as agent of the Company, will
be as follows:
A. After the acceptance of an offer by
the Company with respect to a
Book-Entry Security, the Selling
Agent or Purchasing Agent, as the
case may be, will communicate the
following details of the terms of
such offer (the "Book-Entry Sale
Information") to the Company by
telephone (confirmed in writing) or
by facsimile transmission or other
acceptable written means:
(1) Principal amount of the
Book-Entry Security to be
purchased;
(2) If a Fixed Rate Security, the
interest rate;
(3) Maturity Date;
(4) Specified Currency and, if the
Specified Currency is other
than U.S. dollars, the
applicable Exchange Rate for
such Specified Currency;
(5) Issue Price;
(6) Selling Agent's commission or
Purchasing Agent's discount,
as the case may be;
(7) Net proceeds to the Company;
(8) Settlement Date;
(9) If a Security redeemable by
the Company, such of the
following as are applicable:
(i) Redemption Date(s), and
(ii) Redemption Price
applicable to each
Redemption Date;
(10) If a Security repayable at the
option of the Holder, such of
the following as are
applicable:
(i) Repayment Date(s), and
(ii) Repayment Price
applicable to each
Repayment Date;
(11) If a Floating Rate Security,
such of the following as are
applicable:
(i) Interest Rate Basis or
Bases,
(ii) Index Maturity,
(iii) Spread or Spread
Multiplier,
(iv) Maximum Interest Rate,
(v) Minimum Interest Rate,
(vi) Initial Interest Rate,
(vii) Interest Reset Dates,
(viii) Calculation Dates,
(ix) Interest Determination
Dates
(x) Interest Payment Dates,
(xi) Interest Payment Period,
(xii) Interest Reset Period,
and
(xiii) Calculation Agent;
(12) If an Amortizing Security:
(i) Initial Principal
Repayment Date,
(ii) Amortization Schedule;
(13) If Interest Rate Reset option:
(i) Optional Reset Date(s),
(ii) Basis for interest rate
reset;
(14) If Extension of Maturity
option:
(i) Extension Period(s),
(ii) Final Maturity Date,
(iii) Basis for Interest Rate
during Extension
(15) Original Issue Discount
provisions, if any;
(16) Name, address and taxpayer
identification number of the
registered owner; and
(17) Denomination of certificates
to be delivered at settlement;
and
(18) Any other terms of the
Security.
B. Upon receiving the Book-Entry Sale
Information from the Selling Agent
or the Purchasing Agent, as the
case may be, the Company will
advise the Issuing Agent by
telephone (confirmed by facsimile
or electronic transmission) of the
Book-Entry Sale Information
received from the Selling Agent or
the Purchasing Agent, as the case
may be, and the name of such Agent.
C. The Issuing Agent will assign a
CUSIP number to the Global
Certificate representing such
Book-Entry Security and will
communicate to the Depositary, such
Agent, Standard & Poor's
Corporation and Interactive Data
Corporation, through the
Depositary's Participant Terminal
System, a pending deposit message
(the form of which has been
previously furnished to the Issuing
Agent by the Depositary) specifying
the following settlement
information:
1. The Book-Entry Sale
Information.
2. Identification numbers of the
participant accounts
maintained by the Depositary
on behalf of the Issuing Agent
and such Agent.
3. Identification as a Fixed Rate
Security or a Floating Rate
Security.
4. Initial Interest Payment Date
for such Security, number of
days by which such date
succeeds the related record
date for Depositary purposes
(or, in the case of Floating
Rate Notes which reset daily
or weekly, the date five
calendar days preceding such
Initial Interest Payment Date)
and, if then calculable, the
amount of interest payable on
such Initial Interest Payment
Date (which amount shall have
been confirmed by the
Company).
5. CUSIP number of the Global
Certificate representing such
Book-Entry Security.
6. Whether such Global
Certificate will represent any
other Book-Entry Securities
issued or to be issued (to the
extent then known).
D. The Issuing Agent will complete and
deliver to the Trustee a Global
Certificate representing such
Book-Entry Security in the form
previously provided by the Company,
and the Company will instruct the
Trustee by facsimile transmission
or other acceptable written means
to authenticate such Global
Certificate, to register such
Global Certificate in the name of
Cede & Co., as nominee of the
Depositary, and to effect delivery
thereof to the Depositary by the
Issuing Agent's possession of such
authenticated Global Certificate as
agent for the Depositary.
E. The Trustee will authenticate the
Global Certificate representing
such Book-Entry Security and
register such Global Certificate in
the name of Cede & Co., as nominee
of the Depositary. The Issuing
Agent will take delivery thereof as
agent for the Depositary.
F. The Depositary will credit such
Book-Entry Security to the
participant account of the Issuing
Agent maintained by the Depositary.
G. The Issuing Agent will enter an
SDFS deliver order through the
Depositary's Participant Terminal
System instructing the Depositary
(i) to debit such Book-Entry
Security to the Issuing Agent's
participant account and credit such
Book-Entry Security to the
participant account of the Selling
Agent or the Purchasing Agent, as
the case may be, maintained by the
Depositary and (ii) to debit the
settlement account of the Selling
Agent or the Purchasing Agent, as
the case may be, and credit the
settlement account of the Issuing
Agent maintained by the Depositary,
in an amount equal to the price of
such Book-Entry Security less such
Agent's commission or discount, as
the case may be. Any entry of such
a deliver order shall be deemed to
constitute a confirmation by the
Trustee and the Issuing Agent to
the Depositary that (i) the Global
Certificate representing such
Book-Entry Security has been issued
and authenticated and (ii) the
Issuing Agent is holding such
Global Certificate as agent of the
Depositary pursuant to the
Certificate Agreement.
H. The Selling Agent or the Purchasing
Agent, as the case may be, will
enter an SDFS deliver instruction
through the Depositary's
Participant Terminal System
instructing the Depositary (i) to
debit such Book-Entry Security to
the participant account of such
Agent and credit such Book-Entry
Security to the participant
accounts of the Participants with
respect to such Book-Entry Security
maintained by the Depositary and
(ii) to debit the settlement
accounts of such Participants and
credit the settlement account of
such Agent maintained by the
Depositary in an amount equal to
the price of such Book-Entry
Security.
I. Transfers of funds in accordance
with SDFS deliver orders described
in Settlement Procedures G and H
will be settled in accordance with
SDFS operating procedures in effect
on the Settlement Date.
J. The Issuing Agent will credit to an
account of the Company maintained
at the Issuing Agent, or such other
account as the Company may direct
in writing funds available for
immediate use in the amount
transferred to the Issuing Agent in
accordance with Settlement
Procedure G.
K. The Issuing Agent will send a copy
of the Global Certificate by
first-class mail to the Company
together with a statement setting
forth the principal amount of
Securities Outstanding and of
Book-Entry Securities Outstanding
as of the related Settlement Date
after giving effect to such
transaction.
L. The Selling Agent or the Purchasing
Agent, as the case may be, will
confirm the purchase of such
Book-Entry Security to the
purchaser either by transmitting to
the Participants with respect to
such Book-Entry Security a
confirmation order through the
Depositary's Participant Terminal
System or by mailing a written
confirmation to such purchaser.
M. Notwithstanding the foregoing, the
Selling Agent shall in all cases
take the actions described under
the caption "Delivery of
Confirmation and Prospectus to
Purchaser by Selling Agent" in Part
I of this Administrative Procedure,
at the time or times specified
under such caption for such
actions.
Settlement
Procedures
Timetable: For orders of Book-Entry Securities
accepted by the Company, Settlement
Procedures "A" through "L" set forth
above shall be completed as soon as
possible but not later than the
respective times (New York City time)
set forth below:
Settlement
Procedure Time
A 11:00 a.m. on the
trade date
B 12:00 Noon on the trade
date
C 2:00 p.m. on the
trade date
D 3:00 p.m. on the
Business Day
before Settlement
Date
E 9:00 a.m. on
Settlement Date
F 10:00 a.m. on
Settlement Date
G-H 2:00 p.m. on Settlement
Date
I 4:45 p.m. on
Settlement Date
J-L 5:00 p.m. on Settlement
Date
If a sale is to be settled more than
one Business Day after the trade date,
Settlement Procedures A, B, and C may,
if necessary, be completed at any time
prior to the specified times on the
first Business Day after the trade
date. In connection with a sale which
is to be settled more than one
Business Day after the trade date, if
the initial interest rate for a
Floating Rate Note is not known at the
time that Settlement Procedure A is
completed, Settlement Procedures B and
C shall be completed as soon as such
rates have been determined, but no
later than 11:00 a.m. and 2:00 p.m.,
New York City time, respectively, on
the Business Day before the Settlement
Date. Settlement Procedure I is
subject to extension of Fedwire
closing deadlines and in the other
events specified in the SDFS operating
procedures in effect on the settlement
date.
If settlement of a Book-Entry Security
is rescheduled or canceled, the
Company will as soon as practicable
give the Issuing Agent notice to such
effect. The Issuing Agent will
deliver to the Depositary, through the
Depositary's Participant Terminal
System, a cancellation message (the
form of which has been previously
furnished to the Issuing Agent by the
Depositary) to such effect by no later
than 2:00 p.m., New York City time, on
the Business Day immediately preceding
the scheduled Settlement Date
(provided the Issuing Agent received
such notice from the Company by noon
on the Business Day immediately
preceding the Settlement Date) and in
any case as soon as practicable. A
copy of such message will be routed
through the facilities of the
Depositary to the Selling Agent and
Standard & Poor's Corporation.
Failure to
Settle: If the Issuing Agent fails to enter in
timely fashion an SDFS deliver order
with respect to any portion of a
Book-Entry Security pursuant to
Settlement Procedure G, or if the
Selling Agent or the Purchasing Agent,
as the case may be, fails to enter in
timely fashion an SDFS deliver order
with respect to such Book-Entry
Security pursuant to Settlement
Procedure H, the Company may direct
the Issuing Agent to deliver to the
Depositary, through the Depositary's
Participant Terminal System, as soon
as practicable, a withdrawal message
(the form of which has been previously
furnished to the Issuing Agent by the
Depositary) instructing the Depositary
to debit such Book-Entry Security to
the participant account of the Issuing
Agent maintained at the Depositary. A
copy of such message will be routed
through the facilities of the
Depositary to such Agent. The
Depositary will process the withdrawal
message, provided that such
participant account contains
Book-Entry Securities having the same
Fixed Rate Terms or Floating Rate
Terms, as the case may be, having an
aggregate principal amount that is at
least equal to the principal amount to
be debited. If withdrawal messages
are processed with respect to all the
Book-Entry Securities represented by a
particular Global Certificate, the
Issuing Agent will deliver the Global
Certificate to the Trustee, and the
Company will instruct the Trustee to
cancel immediately such Global
Certificate, make appropriate entries
in its records and, unless otherwise
instructed by the Company, destroy the
Global Certificate. The CUSIP number
assigned to such Global Certificate
shall, in accordance with CUSIP
Service Bureau procedures, be retired
and not reassigned. If withdrawal
messages are processed with respect to
only a portion of the Book-Entry
Securities represented by a particular
Global Certificate, the Issuing Agent
will exchange such Global Certificate
for two Global Certificates
authenticated by the Trustee, one of
which shall represent the Book-Entry
Securities for which withdrawal
messages are processed and shall, at
the direction of the Company, be
canceled by the Trustee and destroyed
immediately after issuance, and the
other of which shall represent the
other Book-Entry Securities previously
represented by the surrendered Global
Certificate and shall bear the CUSIP
number of the surrendered Global
Certificate. If such failure shall
have occurred for any reason other
than default by the Agent in the
performance of its obligations under
the Distribution Agreement, the
Company will reimburse such Agent on
an equitable basis for its loss of the
use of funds during any period when
the funds were credited to the account
of the Company in connection with such
attempted settlement.
If the purchase price for any
Book-Entry Security is not timely paid
to the Participants with respect to
such-Security by the beneficial
purchaser thereof or by a person,
including an indirect participant in
the Depositary, acting on behalf of
such purchaser (other than the
Purchasing Agent, if any), such
Participants and, in turn, the Selling
Agent or the Purchasing Agent, as the
case may be, may enter SDFS deliver
orders through the Depositary's
Participant Terminal System reversing
the orders entered pursuant to
Settlement Procedures G and H, respec-
tively. Immediately thereafter, the
Company may direct the Issuing Agent
to deliver the withdrawal message and
take the related actions described in
the preceding paragraph. If such lack
of timely payment shall have occurred
for any reason other than default by
the Agent in the performance of its
obligations under the Distribution
Agreement, the Company will reimburse
such Agent on an equitable basis for
its loss of the use of funds during
any period when the funds were
credited to the account of the Company
in connection with such attempted
settlement.
Notwithstanding the foregoing, upon
any failure to settle with respect to
any portion of a Book-Entry Security,
the Depositary may take any actions in
accordance with its SDFS operating
procedures then in effect. In the
event of a failure to settle with
respect to any portion of a Book-Entry
Security that was to have been
represented by a Global Certificate
also representing other Book-Entry
Securities, the Issuing Agent and, if
applicable, the Trustee will provide,
in accordance with Settlement
Procedures D and E, for the
authentication and issuance of a
Global Certificate representing the
remaining principal amount to have
been represented by such Global
Certificate and will make appropriate
entries in its records.
Issuing Agent and
Trustee Not to
Risk Funds: Nothing herein will be deemed to
require the Issuing Agent or the
Trustee to risk or expend its own
funds in connection with any payment
to the Company, the Agents, the
Depositary or any Securityholder, it
being understood by all parties that
payments made by the Issuing Agent or
the Trustee to any party will be made
only to the extent that funds are
provided to the Issuing Agent, or the
Trustee, as the case may be, for such
purpose.
PART III: ADMINISTRATIVE PROCEDURE FOR CERTIFICATED
SECURITIES
Currency:
Each Note in certificated form shall be
denominated in the currencies or currency units specified in
the relevant Pricing Supplement. Notes denominated in other
than U.S. dollars are herein referred to as "Multi-Currency
Notes".
Denominations:
Notes denominated in other than U.S. dollars will
be issuable in denominations as set forth in the relevant
Pricing Supplement.
Payments of Principal and Interest:
For provisions relating to Notes denominated in a
foreign currency or composite currency or currencies, see
the applicable Supplement to the Prospectus.
Communication of Sale Information
to Company by Selling Agent:
After the acceptance of an offer by the Company,
the Selling Agent or Purchasing Agent, as the case may be,
will communicate the following details of the terms of such
offer (the "Sale Information") to the Company by telephone
(confirmed in writing) or by facsimile transmission or other
acceptable written means:
(1) Principal amount of Securities to be
purchased;
(2) If a Fixed Rate Security, the interest
rate;
(3) Maturity Date;
(4) Specified Currency and, if the
Specified Currency is other than U.S.
dollars:
(i) Applicable Exchange Rate for
such Specified Currency, and
(ii) Authorized denominations;
(5) Issue Price;
(6) Selling Agent's commission or
Purchasing Agent's discount, as the
case may be;
(7) Net proceeds to the Company;
(8) Settlement Date;
(9) If a redeemable Security, such of the
following as are applicable:
(i) Redemption Date(s), and
(ii) Redemption Price applicable to
each Redemption Date;
(10) If a Security repayable at the option
of the Holder, such of the following
as are applicable:
(i) Repayment Date(s), and
(ii) Repayment Price applicable to
each
Repayment Date;
(11) If a Floating Rate Security, such of
the following as are applicable:
(i) Interest Rate Basis or Bases,
(ii) Index Maturity,
(iii) Spread or Spread Multiplier,
(iv) Maximum Interest Rate,
(v) Minimum Interest Rate,
(vi) Initial Interest Rate,
(vii) Interest Reset Dates,
(viii) Calculation Dates,
(ix) Interest Determination Dates,
(x) Interest Payment Dates,
(xi) Interest Payment Period,
(xii) Interest Reset Period, and
(xiii) Calculation Agent;
(12)If an Amortizing Security:
(i) Initial Principal Repayment
Date,
(ii) Amortization Schedule;
(13)If Interest Rate Reset option:
(i) Optional Reset Date(s),
(ii) Basis for interest rate reset;
(14)If Extension of Maturity option:
(i) Extension Period(s),
(ii) Final Maturity Date,
(iii) Basis for Interest Rate during
Extension
(15) Original Issue Discount provisions, if
any;
(16) Name, address and taxpayer
identification number of the
registered owner; and
(17) Denomination of certificates to be
delivered at settlement; and
(18) Any other terms of the Security.
Date of Settlement:
All offers solicited by a Selling Agent or made by
a Purchasing Agent and accepted by the Company will be
settled on a date (the "Settlement Date" or "Original Issue
Date") which is the fifth business day after the date of
acceptance of such offer, unless the Company and the
purchaser agree to settlement (a) on any other business day
after the acceptance of such offer or (b) with respect to an
offer accepted by the Company prior to 10:00 a.m., New York
City time, on the date of such acceptance.
Instruction from the Company to
Issuing Agent for Preparation of Securities:
After receiving the Sale Information from the
Selling Agent or Purchasing Agent, as the case may be, the
Company will communicate such Sale Information to the
Issuing Agent by telephone (confirmed in writing) or by
facsimile transimission or other acceptable electronic or
written means.
The Company will instruct the Trustee by facsimile
transmission or other acceptable electronic or written means
to authenticate and deliver the Securities no later than
2:15 p.m., New York City time, on the Settlement Date. Such
instruction will be given by the Company prior to 3:00 p.m.,
New York City time, on the business day prior to the
Settlement Date unless the Settlement Date is the date of
acceptance by the Company of the offer to purchase
Securities in which case such instruction will be given by
the Company by 11:00 a.m., New York City time. The Trustee
will authenticate and deliver to the Issuing Agent each
Security in accordance with the Company's instruction.
Preparation and Delivery of Securities
by Issuing Agent and Receipt of Payment Therefor:
The Issuing Agent will prepare each Security and
appropriate receipts that will serve as the documentary
control of the transaction.
In the case of a sale of Securities to a purchaser
solicited by an Agent, the Issuing Agent will, by 2:15 p.m.,
New York City time, on the Settlement Date, deliver the
Securities to the Selling Agent for the benefit of the
purchaser of such Securities against delivery by the Selling
Agent of a receipt therefor. On the Settlement Date the
Selling Agent will deliver payment for such Securities in
immediately available funds to the Company in an amount
equal to the issue price of the Securities less the Selling
Agent's commission; provided that the Selling Agent reserves
the right to withhold payment for which it has not received
funds from the purchaser. The Company shall not use any
proceeds advanced by a Selling Agent to purchase securities
or carry any securities in violation of Regulations G, T, U
or X of the Federal Reserve Board or otherwise in violation
of law.
In the case of a sale of Securities to a Purchas-
ing Agent, the Issuing Agent will, by 2:15 p.m., New York
City time, on the Settlement Date, deliver the Securities to
the Purchasing Agent against delivery of payment for such
Securities in immediately available funds to the Company in
an amount equal to the issue price of the Securities less
the Purchasing Agent's discount.
Failure of Purchaser to Pay Selling Agent:
If a purchaser (other than a Purchasing Agent)
fails to make payment to the Selling Agent for a Security,
the Selling Agent will promptly notify the Issuing Agent,
the Trustee and the Company's Treasurer thereof by telephone
(confirmed in writing) or by facsimile transmission or other
acceptable written means. The Selling Agent will immediately
return the Security to the Issuing Agent. Immediately upon
receipt of such Security by the Issuing Agent, the Company
will return to the Selling Agent an amount equal to the
amount previously paid to the Company in respect of such
Security. If such failure shall have occurred for any
reason other than default by the selling Agent in the
performance of its obligations under the Distribution
Agreement, the Company will reimburse the Selling Agent on
an equitable basis for its loss of the use of funds during
the period when they were credited to the account of the
Company.
The Issuing Agent will deliver to the Trustee for
cancellation the Security in respect of which the failure
occurred, and instruct the Trustee to make appropriate
entries in its records and, unless otherwise instructed by
the Company, to destroy the Security.
