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Exhibit 4
[FACE OF SECURITY]
REGISTERED REGISTERED
No. FXR
CUSIP
CATERPILLAR FINANCIAL SERVICES CORPORATION
POWERNOTE(SM)
(Name of Series)
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Global Security is exchangeable for Notes
registered in the name of a Person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and no transfer of this
Note (other than a transfer of this Note as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary) may be registered except in such limited
circumstances.
Unless this Certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH
ON THE REVERSE HEREOF:
<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
ORIGINAL ISSUE DISCOUNT NOTE: TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a percentage
of aggregate principal amount):
[ ] Yes [ ] No
INTEREST PAYMENT DATES (check
one if applicable)
[ ] Monthly [ ] Quarterly
[ ] Semi-annual [ ] Annual
REDEMPTION DATE(S) (including any REDEMPTION PRICE(S):
applicable regular or special record
dates):
</TABLE>
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<TABLE>
<S> <C>
REPAYMENT DATE(S) (including any REPAYMENT PRICE(S):
applicable regular or special record
dates):
SURVIVORS OPTION:
[ ] Yes [ ] No
</TABLE>
CATERPILLAR FINANCIAL SERVICES CORPORATION, a corporation duly
organized and existing under the laws of Delaware (herein called the "Company",
which term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to Cede & Co., as
nominee for The Depository Trust Company, or registered assigns, the Principal
Amount stated above on the Maturity Date shown above, and to pay interest
thereon from and including the Original Issue Date shown above or, in the case
of a Note issued upon registration of transfer or exchange, from and including
the most recent Interest Payment Date to which interest has been paid or duly
provided for as follows: the Interest Payment Dates for a Note that provides for
monthly interest payments shall be the fifteenth day of each calendar month (or
the next Business Day), commencing in the calendar month that next succeeds the
month of the Original Issue Date; in the case of a Note that provides for
quarterly interest payments, the Interest Payment Dates shall be the fifteenth
day of each third month (or the next Business Day), commencing in the third
succeeding calendar month following the month of the Original Issue Date; in the
case of a Note that provides for semi-annual interest payments, the Interest
Payment dates shall be the fifteenth day of each sixth month (or the next
Business Day), commencing in the sixth succeeding calendar month following the
month of the Original Issue Date; and in the case of a Note that provides for
annual interest payments, the Interest Payment Date shall be the fifteenth day
of every twelfth month (or the next Business Day), commencing in the twelfth
succeeding calendar month following the month of the Original Issue Date. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall be the date
fifteen days prior to such Interest Payment Date, whether or not such date shall
be a Business Day; provided, however, that interest payable at the Maturity Date
will be payable to the Person to whom principal shall be payable. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
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Payments of principal of and interest on this Note will be made in
United States dollars. Payment of the principal of and interest on this Note due
at Maturity in United States dollars will be made in immediately available
funds, provided that this Note is presented to the Trustee in time for the
Trustee to make such payment in accordance with its normal procedures.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: CATERPILLAR FINANCIAL SERVICES
CORPORATION
[SEAL]
By: _____________________________________
President
ATTEST:
_________________________________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to
in the within- mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By _________________________________
Authorized Officer
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<PAGE> 5
[BACK OF SECURITY]
CATERPILLAR FINANCIAL SERVICES CORPORATION
POWERNOTE(SM)
(Name of Series)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture dated as of April 15, 1985, as supplemented from time
to time (herein called the "Indenture"), between the Company and U.S. Bank Trust
National Association, as successor Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof. The Notes of this series may
bear different dates, mature at different times and bear interest at different
rates. The Notes of this series may be issued from time to time in an aggregate
principal amount of up to $500,000,000 (including in such amount the offering
price of any such Notes sold at a discount), which amount may be increased if
duly authorized by the Company.
Interest payments for this Note will include interest accrued from and
including the last date in respect of which interest has been paid or duly
provided for (or from and including the Original Issue Date if no interest has
been paid or provided for) to but excluding the Interest Payment Dates or the
Maturity Date, as the case may be. Interest payments for this Note shall be
computed and paid on the basis of a 360-day year of twelve 30-day months.
Unless one or more Redemption Dates is specified on the face hereof,
this Note shall not be redeemable at the option of the Company before the
Maturity Date specified on the face hereof. If one or more Redemption Dates (or
ranges of Redemption Dates) is so specified, this Note is subject to redemption
on any such date (or during any such range) at the option of the Company, upon
notice by first-class mail, mailed not less than 30 days nor more than 60 days
prior to the Redemption Date specified in such notice, at the applicable
Redemption Price specified on the face hereof (expressed as a percentage of the
principal amount of this Note), together in the case of any such redemption with
accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is prior to the Redemption Date will be payable to the Holder of this
Note, or one or more predecessor Notes, of record at the close of business on
the relevant Regular or Special Record Dates referred to on the face hereof, all
as provided in the Indenture. The Company may elect to redeem less than the
entire principal amount hereof, provided that the principal amount, if any, of
this Note that remains outstanding after such redemption is U.S. $1,000 or any
integral multiple of U.S. $1,000 in excess thereof (an "Authorized
Denomination").
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Unless one or more Repayment Dates is specified on the face hereof,
this Note shall not be repayable at the option of the Holder on any date prior
to the Maturity Date specified on the face hereof, other than any applicable
Survivor's Option (defined below). If one or more Repayment Dates (or ranges of
Repayment Dates) is so specified, this Note is subject to repayment on any such
date (or during any such range) at the option of the Holder at the applicable
Repayment Price specified on the face hereof (expressed as a percentage of the
principal amount of this Note), together in the case of any such repayment with
accrued interest to the Repayment Date, but interest installments whose Stated
Maturity is prior to the Repayment Date will be payable to the Holder of this
Note, or one or more predecessor Notes, of record at the close of business on
the relevant Regular or Special Record Dates referred to on the face hereof, all
as provided in the Indenture. For this Note to be repaid at the option of the
Holder, the Trustee must receive at the principal office of its Corporate Trust
Department in The City of New York, at least 30 days but not more than 45 days
prior to the Repayment Date on which this Note is to be repaid, this Note and a
statement that the option to elect repayment is being exercised thereby.
Exercise of the repayment option by the Holder shall be irrevocable. The
repayment option with respect to this Note may be exercised by the Holder for
less than the entire principal amount hereof, provided that the principal
amount, if any, of this Note that remains outstanding after such repayment is an
Authorized Denomination.
If so specified on the face hereof, the holder of this Note shall have
the option to elect repayment of this Note in the event of their death (the
"Survivor's Option"). This paragraph and the four paragraphs following this
paragraph shall apply only if the Survivor's Option is so specified. If the
Survivor's Option is so specified, the Company shall, at its option, repay or
purchase this Note (or portion thereof) properly tendered for repayment by or on
behalf of the person (the "Representative") that has authority to act on behalf
of the deceased owner of the beneficial interest in this Note under the laws of
the appropriate jurisdiction (including, without limitation, the personal
representative, executor, surviving joint tenant or surviving tenant by the
entirety of such deceased beneficial owner) at a price equal to 100% of the
principal amount of the beneficial interest of the deceased owner in this Note
plus accrued interest to the date of such repayment (or, if this is a
zero-coupon Note, at a price equal to the amortized face on the date of such
repayment), subject to the following limitations. The Survivor's Option may not
be exercised until twelve (12) months following the Original Issue Date. In
addition, the Company may, in its sole discretion, limit the aggregate principal
amount of Notes (or portions thereof) as to which exercises of the Survivor's
Option shall be accepted in any calendar year (the "Annual Put Limitation") to
one percent (1%) of the outstanding aggregate principal amount of the Notes as
of the end of the most recent fiscal year, but not less than $1,000,000 in any
such calendar year, or such greater amount as the Company in its sole discretion
may determine for any calendar year, and may limit to $200,000, or such greater
amount as the Company in its sole discretion may determine for any calendar
year, the aggregate principal amount of Notes (or portions thereof) as to which
exercise of the Survivor's Option will be accepted in such calendar year with
respect to any individual deceased owner or beneficial interests in Notes with
the Survivor's Option (the "Individual Put Limitation"). The Company shall not
make principal repayments pursuant to exercise of the Survivor's Option in
amounts that are less than $1,000, and in the event that the limitations
described in the preceding sentence would result in the partial repayment of
this Note, the principal amount of this Note remaining outstanding after
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<PAGE> 7
repayment must be at least $1,000 (the minimum Authorized Denomination).
Exercise of the Survivor's Option shall be irrevocable.
Each Note with the Survivor's Option (or portion thereof) that is
tendered pursuant to a valid exercise of the Survivor's Option shall be accepted
promptly in the order all such Notes are tendered, except for any Note (or
portion thereof) the acceptance of which would contravene (i) the Annual Put
Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with
respect to the relevant individual deceased owner of beneficial interests
therein. If, as of the end of any calendar year, the aggregate principal amount
of Notes (or portions thereof) that have been accepted pursuant to exercise of
the Survivor's Option during such year has not exceeded the Annual Put
Limitation, if applied, for such year, any exercise(s) of the Survivor's Option
with respect to Notes (or portions thereof) not accepted during such calendar
year because such acceptance would have contravened the Individual Put
Limitation, if applied, with respect to an individual deceased owner of
beneficial interests therein shall be accepted in the order all such Notes (or
portions thereof) were tendered, to the extent that any such exercise would not
trigger the Annual Put Limitation for such calendar year. This Note (or any
portion hereof) accepted for payment pursuant to exercise of the Survivor's
Option shall be repaid no later than the first Interest Payment Date that occurs
20 or more calendar days after the date of such acceptance. This Note (or any
portion hereof) tendered for repayment that is not accepted in any calendar year
due to the application of the Annual Put Limitation shall be deemed to be
tendered in the following calendar year in the order in which all Notes with the
Survivor's Option (or portions thereof) were originally tendered, unless any
such Note (or portion thereof) is withdrawn by the Representative for the
deceased owner prior to its repayment. In the event that this Note (or any
portion hereof) tendered for repayment pursuant to the valid exercise of the
Survivor's Option is not accepted, the Trustee shall deliver a notice by
first-class mail to the holder hereof at its last known address as indicated in
the Register, that states the reason this Note (or portion hereof) has not been
accepted for payment.
Subject to the foregoing, in order for a Survivor's Option to be
validly exercised with respect to this Note (or portion hereof), the Trustee
must receive from the Representative of the deceased owner (i) a written request
for repayment signed by the Representative, and such signature must be
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. (the "NASD") or a
commercial bank or trust company having an office or correspondent in the United
States, (ii) tender of this Note (or portion to be repaid hereof), (iii)
appropriate evidence satisfactory to the Trustee that (A) the Representative has
authority to act on behalf of the deceased beneficial owner, (B) the death of
such beneficial owner has occurred and (C) the deceased was the owner of a
beneficial interest in this Note at the time of death, (iv) if applicable, a
properly executed assignment or endorsement, and (v) if the beneficial interest
in this Note is held by a nominee of the deceased beneficial owner, a
certificate satisfactory to the Trustee from such nominee attesting to the
deceased's ownership of a beneficial interest in this Note. Subject to the
Company's right hereunder to limit the aggregate principal amount of Notes as to
which exercises of the Survivor's Option, shall be accepted in any one calendar
year, all questions as to the eligibility or validity of any exercise of the
Survivor's Option will be determined by the Trustee, in its sole discretion,
which determination shall be final and binding on all parties. The Trustee will
disburse payments it receives pursuant to exercise of the Survivor's Option on
the Interest Payment Date following
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<PAGE> 8
the first Regular Record Date upon which the Trustee shall have received the
documents described in clauses (i) through (v) of this paragraph.
The death of a person owning this Note in joint tenancy or tenancy by
the entirety with another or others shall be deemed the death of the holder of
this Note, and the entire principal amount of this Note so held shall be subject
to repayment, together with interest accrued thereon to the repayment date. The
death of a person owning this Note by tenancy in common shall be deemed the
death of a holder of this Note only with respect to the deceased holder's
interest in this Note so held by tenancy in common; except that in the event
this Note is held by husband and wife as tenants in common, the death of either
shall be deemed the death of the holder of this Note, and the entire principal
amount of this Note shall be subject to repayment. The death of a person who,
during his or her lifetime, was entitled to substantially all of the beneficial
interests of ownership of this Note shall be deemed the death of the holder
thereof for the purpose of this provision, regardless of the registered holder,
if such beneficial interest can be established to the satisfaction of the
Trustee. Such beneficial interest shall be deemed to exist in typical cases of
nominee ownership, ownership under the Uniform Gifts to Minors Act, community
property or other joint ownership arrangements between a husband and wife and
trust arrangements where one person has substantially all of the beneficial
ownership interest in this Note during his or her lifetime.
For so long as this Note is a Global Note, the Depositary or its
nominee shall be the holder of this Note and shall be the only entity that can
exercise the Survivor's Option for the beneficial holders of this Note. To
exercise the Survivor's Option with respect to this Note, the Representative
must provide to the broker or other entity through which the beneficial interest
in this Note is held by the deceased owner (i) the documents described in
clauses (i) and (iii) of the second preceding paragraph and (ii) instructions to
such broker or other entity to notify the Depositary of such Representative's
desire to obtain repayment pursuant to exercise of the Survivor's Option. Such
broker or other entity shall provide to the Trustee (i) the documents received
from the Representative referred to in clause (i) of the preceding sentence and
(ii) a certificate satisfactory to the Trustee from such broker or other entity
stating that it represents the deceased beneficial owner. Such broker or other
entity shall be responsible for disbursing any payments it receives pursuant to
exercise of the Survivor's Option to the appropriate Representative.
In the event of redemption or repayment of this Note or the exercise of
the Survivor's Option in part only, the principal amount of this Note shall be
reduced.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of the Notes of this series may be declared due
and payable in the manner and with the effect provided in the Indenture. Unless
otherwise specified on the face hereof, if any Original Issue Discount Note (as
defined below) is redeemed by the Company or repaid at the option of the Holder,
each as described above, or if the principal of any Original Issue Discount Note
is declared to be due and payable immediately pursuant to this paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the aggregate principal amount of this Note multiplied by the
Issue Price (expressed as a percentage of the aggregate principal amount) plus
the original issue discount accrued from the date of issue to the
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date of redemption, repayment or declaration, as applicable, which accrual shall
be calculated using the "interest method" (computed in accordance with generally
accepted accounting principles) in effect on the date of redemption, repayment
or declaration. Unless otherwise specified on the face hereof, an Original Issue
Discount Note is a Note which has a stated redemption price at maturity that
exceeds its Issue Price by at least 0.25% of its stated redemption price at
maturity, multiplied by the number of complete years from the Original Issue
Date to the Maturity Date for this Note.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than 66 2/3% in principal amount of the Notes at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits the Holder's right to
enforce the Indenture and this Note.
As provided in the Indenture and subject to certain limitations set
forth therein and as may be set forth on the face hereof, the transfer of this
Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of this series of like tenor, of Authorized Denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
This Note is a Global Note and shall be exchangeable for Notes
registered in the names of Persons other than the Depositary with respect to
this Global Note or its nominee only if (A) such Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for this Global Note or
at any time ceases to be a clearing agency registered as such under the
Securities Exchange Act of 1934, as amended, (B) the Company in its discretion
executes and delivers to the Trustee a Company Order that this Global Note shall
be exchangeable or (C) there shall have occurred and be continuing an Event of
Default with respect to the Notes. If this Global Note is exchangeable pursuant
to the preceding sentence, it shall be exchangeable for
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Notes issuable in denominations of $1,000 and any integral multiple of $1,000 in
excess thereof, registered in such names as such Depositary shall direct.
The Notes of this series are issuable in denominations of U.S. $1,000
and any integral multiple of U.S. $1,000 in excess thereof.
"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.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Notes of this series may be issued in the form of one or more
Global Securities to The Depository Trust Company as depositary for the Global
Securities of this series (the "Depositary") or its nominee and registered in
the name of the Depositary or such nominee.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
--------------------------
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
------------- ------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
--------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
--------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
/ /
------------------------- --------------------------------------
--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ______
--------------------------------------------------------------------------------
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
-------------- -----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument in
every particular, without alteration or
enlargement or any change whatever.
