<PAGE>
As filed with the Securities and Exchange Commission on April 24, 2000
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
CATERPILLAR FINANCIAL SERVICES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 37-1105865
(State of other jurisdiction of (I.R.S. EmployerIdentification No.)
incorporation or organization)
2120 West End Avenue, Nashville, Tennessee 37203-0001
(615) 341-1000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-----------------------
PAUL J. GAETO
2120 West End Avenue
Nashville, Tennessee 37203-0001
(615) 341-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
LESLIE P. JAY ROBERT E. BUCKHOLZ, JR.
Orrick, Herrington & Sutcliffe LLP Sullivan & Cromwell
400 Sansome Street 125 Broad Street
San Francisco, California 94111 New York, New York 10004
-----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
---------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
---------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
<CAPTION>
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered per Unit** Offering Price** Registration Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities........ $4,000,000,000* 100%** $4,000,000,000*** $1,056,000
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>
* Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency, such principal amount as shall result
in an aggregate initial offering price equivalent to $4,000,000,000 at the
time of initial offering, or (ii) at an original issue discount, such as
greater principal amount as shall result in proceeds to the registrant of
$4,000,000,000.
** Estimated solely for the purpose of calculating the registration fee.
*** Exclusive of accrued interest, if any.
-----------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 21, 2000
PROSPECTUS
Caterpillar Financial Services Corporation
Debt Securities
------------------
We may from time to time sell up to $4,000,000,000 aggregate initial
offering price of our debt securities. The debt securities may consist of
debentures, notes or other types of unsecured debt. We will provide the
specific terms of these securities in supplements to this prospectus. The debt
securities are solely our obligations and are not guaranteed by Caterpillar
Inc. You nor we may use this prospectus to carry out sales of debt securities
unless it is accompanied by a prospectus supplement.
------------------
These securities have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have these organizations
determined that this prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.
------------------
April , 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Caterpillar Financial Services Corporation................................. 3
Use of Proceeds............................................................ 3
Ratios of Profit to Fixed Charges.......................................... 3
Description of Debt Securities We May Offer................................ 3
Plan of Distribution....................................................... 9
Validity of Debt Securities We May Offer................................... 10
Experts.................................................................... 10
Where You Can Find More Information........................................ 10
</TABLE>
<PAGE>
CATERPILLAR FINANCIAL SERVICES CORPORATION
Caterpillar Financial Services Corporation is a wholly owned finance
subsidiary of Caterpillar Inc. We provide retail financing alternatives to
customers and dealers around the world for Caterpillar Inc. and non-
competitive related equipment, provide wholesale financing to Caterpillar Inc.
dealers and purchase short-term dealer receivables from Caterpillar Inc. We
emphasize prompt and responsive service and offer various financing plans to
meet customer requirements, increase Caterpillar Inc. sales and generate
financing income.
We are a Delaware corporation that was incorporated in 1981 and are the
successor to a company formed in 1954. Our principal executive office is
located at 2120 West End Avenue, Nashville, Tennessee 37203-0001 and our
telephone number is (615) 341-1000. Unless the context otherwise indicates,
the terms "Caterpillar Financial," "we," "us" or "our" mean Caterpillar
Financial Services Corporation and its wholly owned subsidiaries, and the term
"Caterpillar" means Caterpillar Inc. and its consolidated subsidiaries.
USE OF PROCEEDS
We will use net proceeds from the sale of the debt securities for the
financing of future sales and leasing transactions, for customer and dealer
loans and for other corporate purposes. We expect to incur additional
indebtedness in connection with our financing operations. However, the amount,
timing and precise nature of such indebtedness have not yet been determined
and will depend upon the volume of our business, the availability of credit
and general market conditions.
RATIOS OF PROFIT TO FIXED CHARGES
Our ratios of profit to fixed charges for each of the years ended
December 31, 1995 through 1999 and for the quarters ended March 31, 1999 and
2000 are as follows:
<TABLE>
<CAPTION>
Quarter Ended
March 31, Year Ended December 31,
--------------------- ---------------------------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
1.36 1.41 1.35 1.35 1.39 1.36 1.34
</TABLE>
For the purpose of calculating this ratio, profit consists of income
before income taxes plus fixed charges. Profit is reduced by our equity in
profit of certain partnerships in which we participate. Fixed charges consist
of interest on borrowed funds (including any amortization of debt discount,
premium and issuance expense) and a portion of rentals representing interest.
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
As required by Federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by a document called the
"indenture." The indenture is a contract, dated as of April 15, 1985, as
supplemented, between us and U.S. Bank Trust National Association (formerly
First Trust of New York, National Association), which acts as trustee. The
trustee has two main roles. First, the trustee can enforce your rights against
us if we default. There are some limitations on the extent to which the
trustee acts on your behalf, described later under "Events of Default and
Notices." Second, the trustee performs administrative duties for us, such as
sending you interest payments, transferring your debt securities to a new
buyer if you sell and sending you notices.
The indenture and its associated documents contain the full legal text of
the matters described in this section. The indenture is an exhibit to our
registration statement. See "Where You Can Find More Information" for
information on how to obtain a copy.
We may issue as many distinct series of debt securities under the
indenture as we
3
<PAGE>
wish. The indenture does not limit the aggregate principal amount of debt
securities which we may issue. This section summarizes all the material terms
of the debt securities that are common to all series (unless otherwise
indicated in the prospectus supplement relating to a particular series).
Because this section is a summary, it does not describe every aspect of the
debt securities and is subject to and qualified in its entirety by reference to
all the provisions of the indenture, including definitions of certain terms
used in the indenture. We describe the meaning for only the more important of
those terms. We also include references in parentheses to certain sections of
the indenture. Whenever we refer to particular sections or defined terms of the
indenture in this prospectus or in the prospectus supplement, such sections or
defined terms are incorporated by reference here or in the prospectus
supplement.
Our obligations, as well as the obligations of the trustee, run only to
persons who are registered as holders of debt securities. Investors who hold
debt securities in accounts at banks, brokers, or other financial
intermediaries or depositaries will not be recognized by us as registered
holders of debt securities. Accordingly, any right that holders may have under
the indenture must be exercised through such intermediaries or depositaries.
We may issue the debt securities as "original issue discount securities,"
which will be offered and sold at a substantial discount below their stated
principal amount. (section 101) The prospectus supplement relating to such
original issue discount securities will describe federal income tax
consequences and other special considerations applicable to them. The debt
securities may also be issued as indexed securities or securities denominated
in foreign currencies or currency units, as described in more detail in the
prospectus supplement relating to the debt securities being offered. The
prospectus supplement relating to the debt securities being offered will also
describe any special considerations and certain special United States federal
tax considerations applicable to such debt securities.
In addition, certain material financial, legal and other terms of the
offered debt securities are described in the prospectus supplement relating to
the debt securities being offered. Those terms may vary from the terms
described here. Thus, this summary also is subject to and qualified by
reference to the description of the particular terms of the offered debt
securities described in the prospectus supplement. The prospectus supplement
relating to the offered debt securities is attached to the front of this
prospectus.
Terms
The prospectus supplement relating to the series of debt securities being
offered will provide the following terms:
. the title of the offered debt securities;
. any limit on the aggregate principal amount of the offered debt securities;
. the date or dates on which the principal of the offered debt securities will
be payable;
. the rate or rates per annum at which the offered debt securities will bear
interest, if any, or the formula pursuant to which such rate or rates shall
be determined, and the date or dates from which such interest will accrue;
. the dates on which such interest, if any, will be payable and the regular
record dates for such interest payment dates;
. the place or places where principal of (and premium, if any) and interest on
offered debt securities shall be payable;
. any mandatory or optional sinking fund or analogous provisions;
. if applicable, the price at which, the periods within which and the terms and
conditions upon which the offered debt securities may, pursuant to any
optional or
4
<PAGE>
mandatory redemption provisions, be redeemed at our option;
. if applicable, the terms and conditions upon which the offered debt
securities may be repayable prior to final maturity at the option of the
holder (which option may be conditional);
. the portion of the principal amount of the offered debt securities, if other
than the principal amount thereof, payable upon acceleration of maturity
thereof;
. the currency or currencies, including composite currencies, in which
principal of (and premium, if any) and interest may be payable (which may be
other than those in which the offered debt securities are stated to be
payable);
. any index pursuant to which the amount of payments of principal of (and
premium, if any) or interest may be determined;
. whether all or any part of the offered debt securities will be issued in the
form of a global security or securities and, if so, the depositary for, and
other terms relating to, such global security or securities; and
. any other terms of the offered debt securities. (section 301)
Unless otherwise indicated in the attached prospectus supplement, the
offered debt securities are to be issued as registered securities without
coupons in denominations of $1,000 or any integral multiple of $1,000. (section
302) No service charge will be made for any transfer or exchange of the offered
debt securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with such transfer or
exchange. (section 305)
The debt securities are not secured by any of our property or assets.
Certain Restrictions
Support Agreement. We have a support agreement with Caterpillar which
provides, among other things, that Caterpillar will:
. remain directly or indirectly, our sole owner;
. ensure that we will maintain a tangible net worth of at least $20 million;
. permit us to use (and we are required to use) the name "Caterpillar" in the
conduct of our business; and
. ensure that we maintain a ratio of earnings and interest expense (as defined)
to interest expense of not less than 1.15 to 1.
The indenture provides that we:
. will observe and perform in all material respects all of our covenants or
agreements contained in the support agreement;
. to the extent possible, will cause Caterpillar to observe and perform in all
material respects all covenants or agreements of Caterpillar contained in the
support agreement; and
. will not waive compliance under, amend in any material respect or terminate
the support agreement; provided, however, that the support agreement may be
amended if such amendment would not have a material adverse effect on the
holders of any outstanding debt securities of any series or if the holders of
at least 66-2/3% in principal amount of the outstanding debt securities of
each series so affected (excluding from the amount so outstanding and from
such holders, the holders of such series who are not so affected) shall waive
compliance with the provisions of this section insofar as it relates to such
amendment. (section 1004)
Restrictions on Liens and Encumbrances. We will not create, assume or
guarantee any secured debt without making effective provision for securing the
debt securities (and, if we shall so determine, any other indebtedness of ours
or guaranteed by us), equally and ratably with such secured debt. The term
"secured debt" shall mean
5
<PAGE>
indebtedness for money borrowed which is secured by a mortgage, pledge, lien,
security interest or encumbrance on any of our property of any character. This
covenant does not apply to debt secured by:
. certain mortgages, pledges, liens, security interests or encumbrances in
connection with the acquisition, construction or improvement of any fixed
asset or other physical or real property by us;
. mortgages, pledges, liens, security interests or encumbrances on property
existing at the time of acquisition thereof, whether or not assumed by us;
. mortgages, pledges, liens, security interests or encumbrances on property of
a corporation existing at the time such corporation is merged into or
consolidated with us or at the time of a sale, lease or other disposition of
the properties of a corporation or firm as an entirety or substantially as an
entirety to us;
. mortgages, including mortgages, pledges, liens, security interests or
encumbrances, on our property in favor of the United States of America, any
state thereof or any other country, or any agency, instrumentality or
political subdivision thereof, to secure certain payments pursuant to any
contract or statute or to secure indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of construction
or improvement of the property subject to such mortgages;
. any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any mortgage, pledge, lien or
encumbrance referred to in the foregoing four items; or
. any mortgage, pledge, lien, security interest or encumbrance securing
indebtedness owing by us to one or more of our wholly owned subsidiaries.
Notwithstanding the above, we may, without securing the debt securities,
create, assume or guarantee secured debt which would otherwise be subject to
the foregoing restrictions, provided that, after giving effect thereto, the
aggregate amount of all secured debt then outstanding (not including secured
debt permitted under the foregoing exceptions) at such time does not exceed 5%
of the consolidated net tangible assets. (sections 101 and 1005)
The indenture provides that we shall not consolidate or merge with, and
shall not convey, transfer or lease our property, substantially as an entirety,
to, another corporation if as a result thereof any of our properties or assets
would become subject to a lien or mortgage not permitted by the terms of the
indenture unless effective provision shall be made to secure the debt
securities equally and ratably with (or prior to) all indebtedness thereby
secured. (section 801)
The term "consolidated net tangible assets" means, as of any particular
time, the aggregate amount of assets after deducting therefrom (a) all current
liabilities (excluding any such liability that by its terms is extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (b) all
goodwill, excess of cost over assets acquired, patents, copyrights, trademarks,
tradenames, unamortized debt discount and expense and other like intangibles,
all as shown in our and our subsidiaries' most recent consolidated financial
statements prepared in accordance with generally accepted accounting
principles. The term "subsidiary," as used in this section, means any
corporation of which more than 50% of the outstanding stock having ordinary
voting power to elect directors is owned directly or indirectly by us or by one
or more other corporations more than 50% of the outstanding stock of which is
similarly owned or controlled. (section 101)
The Trustee
The indenture contains certain limitations on the right of the trustee, as
a
6
<PAGE>
creditor of ours, to obtain payment of claims in certain cases or to realize on
certain property received in respect of any such claim as security or
otherwise. (section 613) In addition, the trustee may be deemed to have a
conflicting interest and may be required to resign as trustee if at the time of
a default under the indenture the trustee is a creditor of ours.
Events of Default and Notices
The following events are defined in the indenture as "events of default"
with respect to debt securities of any series:
. failure to pay principal of or premium, if any, on any debt security of that
series when due;
. failure to pay any interest on any debt security of that series when due,
continued for 60 days;
. failure to deposit any sinking fund payment, when due, in respect of any debt
security of that series;
. default in the performance, or breach, of any term or provision of those
covenants contained in the indenture that are described under "Certain
Restrictions--Support Agreement";
. failure to perform any of our other covenants in the indenture (other than a
covenant included in the indenture solely for the benefit of a series of debt
securities other than that series), continued for 60 days after written
notice given to us by the trustee or the holders of at least 25% in principal
amount of the debt securities outstanding and affected thereby;
. Caterpillar or one of its wholly owned subsidiaries shall at any time fail to
own all of the issued and outstanding shares of our capital stock;
. default in payment of principal in excess of $10,000,000 or acceleration of
any indebtedness for money borrowed in excess of $10,000,000 by us (including
a default with respect to debt securities of any series other than that
series), if such indebtedness has not been discharged or become no longer due
and payable or such acceleration has not been rescinded or annulled, within
10 days after written notice given to us by the trustee or the holders of at
least 10% in principal amount of the outstanding debt securities of such
series;
. certain events in bankruptcy, insolvency or reorganization of us;
. certain events in bankruptcy, insolvency or reorganization of Caterpillar or
one of its subsidiaries if such events affect any significant part of our
assets or those of any of our subsidiaries; and
. any other event of default provided with respect to debt securities of such
series. (section 501)
If an event of default with respect to debt securities of any series at
the time outstanding shall occur and be continuing, either the trustee or the
holders of at least 25% in principal amount of the outstanding debt securities
of that series may declare the principal amount (or, if the debt securities of
that series are original issue discount securities, such portion of the
principal amount as may be specified in the terms of that series) of all debt
securities of that series to be due and payable immediately; provided, however,
that under certain circumstances the holders of a majority in aggregate
principal amount of outstanding debt securities of that series may rescind and
annul such declaration and its consequences. (section 502)
Reference is made to the prospectus supplement relating to any series of
offered debt securities which are original issue discount securities for the
particular provisions relating to the principal amount of such original issue
discount securities due on acceleration upon the occurrence of an event of
default and its continuation.
7
<PAGE>
The indenture provides that the trustee, within 90 days after the
occurrence of a default with respect to any series of debt securities, shall
give to the holders of debt securities of that series notice of all uncured
defaults known to it (the term default to mean the events specified above
without grace periods), provided that, except in the case of default in the
payment of principal of (or premium, if any) or interest, if any, on any debt
security, the trustee shall be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the holders of debt securities. (section 602)
We will be required to furnish to the trustee annually a statement by
certain of our officers to the effect that to the best of their knowledge we
are not in default in the fulfillment of any of our obligations under the
indenture or, if there has been a default in the fulfillment of any such
obligation, specifying each such default. (section 1006)
The holders of a majority in principal amount of the outstanding debt
securities of any series affected will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, exercising any trust or power
conferred on the trustee with respect to the debt securities of such series,
and to waive certain defaults. (sections 512 and 513)
Under the indenture, record dates may be set for certain actions to be
taken by the holders with respect to events of default, declaring an
acceleration, or rescission and annulment thereof, the direction of the time,
method and place of conducting any proceeding for any remedy available to the
trustee, exercising any trust or power conferred on the trustee or waiving any
default. (sections 501, 502, 512 and 513)
The indenture provides that in determining whether the holders of the
requisite principal amount of the outstanding debt securities have given any
request, demand, authorization, direction, notice, consent or waiver
thereunder,
. the principal amount of an original issue discount security that shall be
deemed to be outstanding shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon
acceleration of the maturity thereof; and
. the principal amount of a debt security denominated in a foreign currency or
a composite currency shall be the U.S. dollar equivalent, determined on the
basis of the rate of exchange on the business day immediately preceding the
date of our original issuance of such debt security in good faith, of the
principal amount of such debt security (or, in the case of an original issue
discount security, the U.S. dollar equivalent, determined based on the rate
of exchange prevailing on the business day immediately preceding the date of
original issuance of such debt security, of the amount determined as provided
in the first item above). (section 101)
The indenture provides that in case an event of default shall occur and be
continuing, the trustee shall exercise such of its rights and powers under the
indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. (section 601) Subject to such provisions, the trustee will be
under no obligation to exercise any of its rights or powers under the indenture
at the request of any of the holders of debt securities unless they shall have
offered to the trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request. (section 603)
The occurrence of an event of default under the indenture may give rise to
a cross-default under other series of debt securities issued under the
indenture and other indebtedness of ours which may be outstanding from time to
time.
8
<PAGE>
Modification of the Indenture
Modifications and amendments of the indenture may be made by us and the
trustee, with the consent of the holders of not less than 66-2/3% in aggregate
principal amount of each series of the outstanding debt securities issued under
the indenture which are affected by the modification or amendment, provided
that no such modification or amendment may, without a consent of each holder of
such debt securities affected thereby:
. change the stated maturity date of the principal of (or premium, if any) or
any installment of interest, if any, on any such debt security;
. reduce the principal amount of (or premium, if any) or the interest, if any,
on any such debt security or the principal amount due upon acceleration of an
original issue discount security;
. change the place or currency of payment of principal or (or premium, if any)
or interest, if any, on any such debt security;
. impair the right to institute suit for the enforcement of any such payment on
or with respect to any such debt security;
. reduce the above-stated percentage of holders of debt securities necessary to
modify or amend the indenture; or
. modify the foregoing requirements or reduce the percentage of outstanding
debt securities necessary to waive compliance with certain provisions of the
indenture or for waiver of certain defaults.
A record date may be set for certain actions of the holders with respect to
consenting to any amendment. (Section 902)
PLAN OF DISTRIBUTION
We may sell the debt securities through underwriters or dealers or
directly to one or more purchasers. Any such underwriter or agent involved in
the offer and sale of the debt securities will be named in the related
prospectus supplement. The underwriters or agents may include one or more of
Chase Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Salomon Smith Barney Inc.
Underwriters or agents may offer and sell the debt securities at a fixed
price or prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. In connection with the sale of the debt
securities, underwriters or agents may be deemed to have received compensation
from us in the form of underwriting discounts or commissions and may also
receive commissions in the form of discounts, concessions or commissions from
the underwriters or commissions from the purchasers for whom they may act as
agent.
The debt securities, when first issued, will have no established trading
market. Any underwriters or agents to or through whom we sell debt securities
for public offering and sale may make a market in such debt securities, but
such underwriters or agents will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the debt securities.
Any underwriters or agents participating in the distribution of the debt
securities may be underwriters as defined in the Securities Act of 1933, as
amended, and any discounts and commissions they receive and any profit on their
resale of the debt securities may be treated as underwriting discounts and
commissions under the Securities Act. We may have agreements with the
underwriters or agents to indemnify them against or provide contribution toward
certain civil liabilities, including liabilities under the Securities Act.
In addition certain of the underwriters or agents and their associates may
be
9
<PAGE>
customers of, engage in transactions with, lend money to and perform services
for, us in the ordinary course of their businesses.
VALIDITY OF DEBT SECURITIES WE MAY OFFER
The validity of debt securities will be passed upon by Orrick, Herrington
& Sutcliffe LLP, 400 Sansome Street, San Francisco, California 94111, our
counsel, and, unless otherwise indicated in a prospectus supplement relating to
the offered debt securities, by Sullivan & Cromwell, 125 Broad Street, New
York, New York 10004, counsel for the underwriters or agents.
EXPERTS
The financial statements incorporated in this prospectus by reference to
our Annual Report on Form 10-K for the year ended December 31, 1999 have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We and Caterpillar each file annual, quarterly and special reports, proxy
statements (Caterpillar only) and other information with the SEC. You may read
and copy any of these documents at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings (file number 001-11241) and the filings of Caterpillar (file number
001-00768) are also available to the public at the SEC's web site at
http://www.sec.gov. You may also read any copy of these documents concerning us
at the offices of the New York Stock Exchange and these documents concerning
Caterpillar at the offices of the New York, Chicago or Pacific Stock Exchanges.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and later information that we file
with the SEC will automatically update or supersede this information. We
incorporate by reference our Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, as amended, our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, until such time as all of the securities covered by this prospectus
have been sold.
You may request a copy of these filings, at no cost, by writing or
telephoning as follows:
Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, Tennessee 37203-0001
Attn: Legal Department
Telephone: (615) 341-1000
You should not assume that the information in this prospectus and the
accompanying prospectus supplement is accurate as of any date other than the
date on the front of those documents regardless of the time of delivery of this
prospectus and the accompanying prospectus supplement or any sale of the debt
securities. Additional updating information with respect to the matters
discussed in this prospectus and the accompanying prospectus supplement may be
provided in the future by means of appendices or supplements to this prospectus
and the accompanying prospectus supplement or other documents including those
incorporated by reference.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses of Caterpillar
Financial in connection with the issue of the Debt Securities.
<TABLE>
<S> <C>
Registration fee................................................ $1,056,000
Rating Agency fees.............................................. 750,000
Fees and expenses of Trustee.................................... 40,000
Printing expenses............................................... 20,000
Accountants' fees and expenses.................................. 12,000
Counsel fees and expenses....................................... 85,000
Miscellaneous................................................... 17,000
----------
Total......................................................... $1,980,000
==========
</TABLE>
All except the first of the foregoing amounts are estimates.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law authorizes indemnification of
officers and Directors of Caterpillar Financial under certain circumstances.
Insurance carried by Caterpillar Inc. provides (within limits and subject
to certain exclusions) for reimbursement of amounts which (a) Caterpillar Inc.
or Caterpillar Financial may be required or permitted to pay as indemnities to
Caterpillar Financial's Directors or officers for claims made against them, and
(b) individual Directors, officers and certain employees of Caterpillar
Financial may become legally obligated to pay as the result of acts committed
by them while acting in their corporate or fiduciary capacities.
The Distribution Agreement provides for the indemnification of officers
and Directors of Caterpillar Financial under certain circumstances.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<C> <S>
1 Form of Distribution Agreement.
4.1 Indenture, dated as of April 15, 1985, between Caterpillar Financial
and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.1 to Caterpillar Financial's
Registration Statement on Form S-3, Registration No. 33-2246).*
4.2 First Supplemental Indenture, dated as of May 22, 1986, amending the
Indenture dated as of April 15, 1985, between Caterpillar Financial
and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.1 to Caterpillar Financial's
Quarterly Report on Form 10-Q for the quarter ended June 20, 1986,
Commission File No. 0-13295).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<C> <S>
4.3 Second Supplemental Indenture, dated as of March 15, 1987, amending
the Indenture dated as of April 15, 1985, between Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar
Financial's Current Report on Form 8-K dated April 24, 1987,
Commission File No. 0-13295).
4.4 Third Supplemental Indenture, dated as of October 2, 1989, amending
the Indenture dated as of April 15, 1985, between Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar
Financial's Current Report on Form 8-K, dated October 16, 1989,
Commission File No. 0-13295).
4.5 Fourth Supplemental Indenture, dated as of October 1, 1990, amending
the Indenture dated as of April 15, 1985, between Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar
Financial's Current Report on Form 8-K, dated October 29, 1990,
Commission File No. 0-13295).
4.6 Support Agreement, dated as of December 21, 1984, between
Caterpillar Financial and Caterpillar Inc. (incorporated by
reference from Exhibit 4.2 to Caterpillar Financial's Form 10, as
amended, Commission File No. 0-13295).
4.7 First Amendment to the Support Agreement dated June 14, 1995 between
Caterpillar Financial and Caterpillar Inc. (incorporated by
reference from Exhibit 4 to Caterpillar Financial's Current Report
on Form 8-K, dated June 14, 1996, Commission File No. 0-13295).
4.8 Form of Medium-Term Note (Fixed Rate).
4.9 Form of Medium-Term Note (Floating Rate).
5 Opinion of Orrick, Herrington & Sutcliffe LLP, as to the validity of
the Debt Securities.
12 Statement Setting Forth Computation of Ratio of Profit to Fixed
Charges.
23.1 Consent of Independent Accountants.
23.2 The consent of Orrick, Herrington & Sutcliffe LLP is contained in
their opinion filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney of Directors and Officers of Caterpillar
Financial.
25 Form T-1 Statement of Eligibility and Qualification of U.S. Bank
Trust National Association.
</TABLE>
- --------
* The Indenture has previously been qualified in connection with Registration
Statement No. 2-96479 (22-13716) and is deemed to be qualified with respect
to the Debt Securities registered hereunder.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
II-2
<PAGE>
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement, or
any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) shall not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on the 20th day
of April, 2000.
CATERPILLAR FINANCIAL SERVICES
CORPORATION
(Registrant)
By: /s/ Paul J. Gaeto
-----------------------------------
(Paul J. Gaeto, Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been duly signed below by the following
persons in the capacities indicated on the 20th day of April, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* President, Director and Principal Executive
______________________________________ Officer
(James S. Beard)
* Executive Vice President and Director
______________________________________
(James R. English)
* Director
______________________________________
(James W. Owens)
* Controller and Principal Accounting Officer
______________________________________
(Kenneth C. Springer)
* Treasurer and Principal Financial Officer
______________________________________
(Edward J. Scott)
*By: /s/ Paul J. Gaeto
__________________________________
(Paul J. Gaeto, Attorney-in-Fact)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<C> <S>
1 Form of Distribution Agreement.
4.1 Indenture, dated as of April 15, 1985, between Caterpillar Financial
and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.1 to Caterpillar Financial's
Registration Statement on Form S-3, Registration No. 33-2246).*
4.2 First Supplemental Indenture, dated as of May 22, 1986, amending the
Indenture dated as of April 15, 1985, between Caterpillar Financial
and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.1 to Caterpillar Financial's
Quarterly Report on Form 10-Q for the quarter ended June 20, 1986,
Commission File No. 0-13295).
4.3 Second Supplemental Indenture, dated as of March 15, 1987, amending
the Indenture dated as of April 15, 1985, between Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar Financial's
Current Report on Form 8-K dated April 24, 1987, Commission File No.
0-13295).
4.4 Third Supplemental Indenture, dated as of October 2, 1989, amending
the Indenture dated as of April 15, 1985, between Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar Financial's
Current Report on Form 8-K, dated October 16, 1989, Commission File
No. 0-13295).
4.5 Fourth Supplemental Indenture, dated as of October 1, 1990, amending
the Indenture dated as of April 15, 1985, between Caterpillar
Financial and Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference from Exhibit 4.3 to Caterpillar Financial's
Current Report on Form 8-K, dated October 29, 1990, Commission File
No. 0-13295).
4.6 Support Agreement, dated as of December 21, 1984, between Caterpillar
Financial and Caterpillar Inc. (incorporated by reference from Exhibit
4.2 to Caterpillar Financial's Form 10, as amended, Commission File
No. 0-13295).
4.7 First Amendment to the Support Agreement dated June 14, 1995 between
Caterpillar Financial and Caterpillar Inc. (incorporated by reference
from Exhibit 4 to Caterpillar Financial's Current Report on Form 8-K,
dated June 14, 1996, Commission File No. 0-13295).
4.8 Form of Medium-Term Note (Fixed Rate).
4.9 Form of Medium-Term Note (Floating Rate).
5 Opinion of Orrick, Herrington & Sutcliffe LLP, as to the validity of
the Debt Securities.
12 Statement Setting Forth Computation of Ratio of Profit to Fixed
Charges.
23.1 Consent of Independent Accountants.
23.2 The consent of Orrick, Herrington & Sutcliffe LLP is contained in
their opinion filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney of Directors and Officers of Caterpillar Financial.
25 Form T-1 Statement of Eligibility and Qualification of U.S. Bank Trust
National Association.
</TABLE>
- --------
* The Indenture has previously been qualified in connection with Registration
Statement No. 2-96479 (22-13716) and is deemed to be qualified with respect
to the Debt Securities registered hereunder.
<PAGE>
Exhibit 1
Caterpillar Financial Services Corporation
$4,000,000,000
Debt Securities
Distribution Agreement
----------------------
[__________________, 200_]
[Agent Name]
[Agent Address]
[Agent Name]
[Agent Address]
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 $4,000,000,000 or its
equivalent in foreign currencies or currency units and agrees with [names of
agent] (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 agreement, 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 U.S.
Bank Trust National Association, as successor Trustee (the "Trustee"). 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
<PAGE>
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 (Registration No. 333-
_______) (the "Initial Registration Statement") 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 the Initial 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 the Initial Registration Statement in such
form has been declared effective by the Commission and no stop order
suspending the effectiveness of the Initial Registration Statement or a
registration statement, if any, increasing the size of the offering (a "Rule
462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Act
has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in the
Initial Registration Statement being hereinafter called a "Preliminary
Prospectus"; the various parts of the Initial Registration Statement and a
Rule 462(b) Registration Statement, if any, including all exhibits thereto but
excluding Form T-1, each as amended at the time such part of the Initial
Registration Statement became effective or such part of the Rule 462(b)
Registration Statement, if any, became or hereafter becomes 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 Preliminary 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 supplement
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 filing 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
2
<PAGE>
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 regulations 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 circumstances 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 conform, 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, contain 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 subsidiaries 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
contemplated 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;
3
<PAGE>
(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, insolvency, 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, as amended, 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 qualifications 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
(financial or other) or business, or materially affect the properties or assets,
of the Company and its subsidiaries as a whole.
4
<PAGE>
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 reasonable 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 (or such other amount as may be
agreed to from time to time):
Fee as a Percentage
Range of Maturities of Principal Amount
------------------- -------------------
From 9 months to less than 12 months
From 12 months to less than 18 months
From 18 months to less than 24 months
From 24 months to less than 36 months
From 36 months to less than 48 months
From 48 months to less than 60 months
From 60 months to less than 72 months
From 72 months to less than 84 months
From 84 months to less than 96 months
From 96 months to less than 108 months
From 108 months to less than 120 months
From 120 months to less than 180 months
From 180 months to less than 240 months
From 240 months to 360 months
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
5
<PAGE>
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 pursuant 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 postponed by
agreement between the Agents and the Company but in no event
6
<PAGE>
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 disapproved
by you promptly after reasonable notice thereof unless in the opinion of counsel
to the Company such amendment 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 supplement 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 transmitted 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 amendment or supplement of the Registration
Statement or Prospectus or for additional information; and, in the event of the
issuance of any such stop order or of any such order preventing 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 Securities 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 Registration 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 connection with the offering or sale of
the Securities (including Securities purchased from the Company by any Agent as
principal) and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented 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 circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other
7
<PAGE>
reason it shall be necessary during such same period to amend or supplement 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 Company, 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 Prospectus 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
statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated 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 nine months or more after such Time of Delivery and which
are substantially 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 warranties
8
<PAGE>
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
warranties 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 furnished forthwith to you a
certificate of officers of the Company satisfactory to you, dated the date of
such supplement, 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 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 furnished 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
9
<PAGE>
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 financial 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 financial 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 satisfied (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).
(m) If the Company elects to rely upon Rule 462(b), the Company
shall file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date
of the Terms Agreement, and the Company shall at the time of filing either pay
to the Commission the filing fee for the Rule 462(b) Registration Statement or
give irrevocable instructions for the payment of such fee pursuant to Rule
111(b) under the Act.
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 Securities 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 qualification 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
preparing the Securities; (vii) the fees and expenses of any Trustee and any
agent of any Trustee and the fees and disbursements 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.
10
<PAGE>
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) If the Company has elected to rely upon Rule 462(b), the Rule
462(b) Registration Statement shall have become effective by 10:00 P.M.,
Washington, D.C. time, on the date of the Terms Agreement; 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 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;
(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 instituted 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, executed 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
11
<PAGE>
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 authorized, 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 enforcement, 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 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 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 financial
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 thereunder (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,
authorizations, 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 financial statements and related schedules and other
financial and statistical data therein, as to which such counsel need
express no opinion or
12
<PAGE>
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 effective, 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 belief), 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 Prospectus
pursuant to Rule 412 of Regulation C under the 1933 Act; and they do not know of
any contracts or other documents 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 Section 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;
13
<PAGE>
(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 Prospectus 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 acceptance of an offer
to purchase Securities hereunder (including any purchase by an Agent as
principal and not pursuant to a Terms Agreement) or of any Terms Agreement and
the related Time of Delivery, there shall not have occurred any of the
following: (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 makes it impracticable or inadvisable to proceed
with your solicitation 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, a division of The McGraw-Hill Companies, Inc., or a public
14
<PAGE>
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 statement 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,
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 Registration 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
conformity 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 confirmation of
such sale, a copy of the Prospectus (excluding documents incorporated by
reference) or of the Prospectus as then amended or supplemented (excluding
documents incorporated 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 liabilities 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 statement 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 statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration 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 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
15
<PAGE>
respect thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission 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 commencement
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. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.
(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, or 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
16
<PAGE>
Company on the one hand or by the contributing 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 subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (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 purchase 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, representations,
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
investigation (or any statement as to the results thereof) made by or on behalf
of any of you or the Company or any of its officers 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
17
<PAGE>
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 provided in
subsections (d), (g), (h), (i) and (j) of Section 4. In addition, if any such
termination of this Agreement shall occur at a time when any Agent shall own any
of the Securities purchased from the Company with the intention of reselling
them, the obligations of the Company under Section 4 shall also remain in effect
so long as such Agent owns any of such Securities.
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 [name of agent], shall be sufficient in all respects when delivered or
sent by facsimile transmission or registered mail to [___________], Facsimile
Transmission No. [__________], Attention: [__________________]; 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,
2120 West End Avenue, Nashville, Tennessee 37203-0001, Facsimile Transmission
No. (615) 341-1083, 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 Section 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 representatives, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement 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 Agreement 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.
18
<PAGE>
If the foregoing is in accordance with your understanding, 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: _______________________________________
President
Accepted in New York, New York,
as of the date hereof:
[name of agent]
By: _______________________________
[name of agent]
By: _______________________________
<PAGE>
Exhibit 4.8
[FACE OF SECURITY]
REGISTERED REGISTERED
No. FXR
CUSIP
CATERPILLAR FINANCIAL SERVICES CORPORATION
MEDIUM-TERM NOTE, SERIES F
(Fixed Rate)
[Insert if the Security is to be a Global Security - 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>
<CAPTION>
PRINCIPAL AMOUNT:
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT IN U.S. DOLLARS AUTHORIZED DENOMINATIONS (only applicable
(only applicable if Specified Currency is if Specified Currency is other than U.S.
[_] U.S. dollars other than U.S. dollars): dollars):
[_] Other: [_] Yes [_] No
EXCHANGE RATE AGENT (if other than U.S. THIS NOTE IS A:
Bank Trust N.A.):
[_] Global Note
[_] Certificated Note (only applicable if
Specified Currency is other than U.S.
dollars)
ORIGINAL ISSUE DISCOUNT NOTE: TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a percentage of
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
[_] Yes [_] No aggregate principal amount):
REDEMPTION DATE(S) (including any REDEMPTION PRICE(S): TERMS OF AMORTIZING NOTES:
applicable regular or special record
dates):
REPAYMENT DATE(S) (including any REPAYMENT PRICE(S):
applicable regular or special record
dates):
OTHER TERMS: STATED MATURITY EXTENSION OPTION: INTEREST RATE RESET OPTION:
[_] Yes [_] No [_] Yes [_] No
EXTENSION PERIOD(S) AND FINAL MATURITY DATE OPTIONAL RESET DATES (only applicable if
(only applicable if option to extend stated option to reset interest rates):
maturity):
BASIS FOR INTEREST RATE DURING EXTENSION BASIS FOR INTEREST RATE RESET (only
PERIOD (only applicable if option to extend applicable if option to reset interest
stated maturity): rates):
</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 [Insert if the Security
is to be a Certificated Security - ] [Insert if the Security is to
be a Global Security - 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, semi-annually on April 1 and
October 1 of each year and on the Maturity Date, commencing on the first such
Interest Payment Date next succeeding the Original Issue Date, provided that if
the Original Issue Date is after a Regular Record Date and before the Interest
Payment Date immediately following such Regular Record Date, interest payments
will commence on the second Interest Payment Date following the Original Issue
Date, at the rate per annum set forth above, until the principal hereof is paid
or made available for payment. 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 March 15 or September 15 (whether or
not a Business Day), as the case may be, next preceding the April 1 and October
1 Interest Payment Dates; 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
2
<PAGE>
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.
Unless otherwise specified on the face hereof, payments of principal of
(and premium, if any) and interest on this Note will be made in the applicable
Specified Currency, provided, however, that if this Note is denominated in a
-------- -------
Specified Currency other than United States dollars (a "Foreign Currency Note")
payments of principal of (and premium, if any) and interest hereon will [insert
if the Security is to be a Global Security - be made in United States dollars
unless the beneficial holder hereof gives notice to the Depositary that it
elects to receive payments in such Specified Currency. Upon receipt of such
notice, the Depositary will notify the Trustee of the portion of the payment to
be made by the Trustee which is to be made in the Specified Currency and the
applicable wire transfer instructions. In such event, the Trustee will pay the
beneficial holder directly.] [insert if the Security is to be a Certificated
Security - nevertheless be made in United States dollars if the Holder hereof
elects to receive all payments in respect hereof in United States dollars by
delivery of a written request to the Trustee on or prior to the applicable
Regular Record Date or at least 15 days prior to Maturity, as the case may be.
Such election may be in writing (mailed or hand delivered) or by cable, telex or
other form of facsimile transmission. A Holder of such a Note may elect to
receive payment in United States dollars for all principal (and premium, if any)
and interest payments and need not file a separate election for each payment.
Such election will remain in effect until revoked by written notice to the
Trustee, but written notice of such revocation must be received by the Trustee
on or prior to the applicable Regular Record Date or at least 15 days prior to
Maturity, as the case may be.]
Payment of the principal of (and premium, if any) 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.
[Insert if the Security is to be a Certificated Security - Payment of the
principal of (and premium, if any) and interest on this Note due at Maturity in
United States dollars will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in immediately available funds. Payment of interest (other than interest due at
Maturity) will be made by United States dollar check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register. Notwithstanding the foregoing, unless otherwise specified on the face
hereof, a holder of U.S. $10,000,000 or more in aggregate principal amount of
Notes of like tenor and terms shall be entitled to receive such payment of
interest in United States dollars by wire transfer of immediately available
funds to such account with a bank located in the United States as shall be
designated by such person, but only if appropriate payment instructions have
been received in writing by the Trustee on or prior to the Regular Record Date.]
[Insert if the Security is to be a Global Security - Payment of the principal of
(and premium, if any) and interest (other than interest payable at Maturity) on
this Note in United States dollars will be made by transfer of immediately
available funds to the Depositary or its nominee.]
3
<PAGE>
All payments of principal (and premium, if any) and interest in a Specified
Currency other than United States dollars will be made in the manner set forth
on the reverse hereof.
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.
4
<PAGE>
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
5
<PAGE>
[BACK OF SECURITY]
CATERPILLAR FINANCIAL SERVICES CORPORATION
MEDIUM-TERM NOTE, SERIES F
(Fixed Rate)
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
be denominated in different currencies, 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
$13,500,000,000 (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.
The United States dollar equivalent of Notes denominated in currencies
other than United States dollars will be determined by the Exchange Rate Agent
on the basis of the noon buying rate for cable transfers in the City of New York
as determined by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such currencies on the Business Day (as defined below) immediately
preceding the applicable issue dates.
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.
Interest payments for this Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months.
If the Company has the option with respect to this Note to reset the
interest rate, such option will be indicated on the face hereof, together with
(i) the date or dates on which such interest rate may be reset (each an
"Optional Reset Date") and (ii) the basis or formula, if any, for such
resetting. The Company may exercise such option by notifying the Trustee of
such exercise at least 45 but not more than 60 days prior to an Optional Reset
Date. Not later than 40 days prior to such Optional Reset Date, the Trustee
will mail to the Holder hereof a notice (the "Reset Notice"), first class,
postage prepaid, setting forth (i) the election of the Company to reset the
interest rate, (ii) such new interest rate, and (iii) the provisions, if any,
for redemption during the period from such Optional Reset Date to the next
Optional Reset Date or, if there is no such next Optional Reset Date, to the
Stated Maturity of this Note (each such period a "Subsequent
6
<PAGE>
Interest Period"), including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to an Optional
Reset Date, the Company may, at its option, revoke the interest rate provided
for in the Reset Notice and establish a higher interest rate for the Subsequent
Interest Period commencing on such Optional Reset Date by mailing or causing the
Trustee to mail notice of such higher interest rate first class, postage
prepaid, to the Holder hereof. Such notice shall be irrevocable. If the
interest rate is reset on an Optional Reset Date this Note will bear such higher
interest rate.
If the Company elects to reset the interest rate of this Note, the Holder
hereof will have the option to elect repayment of this Note by the Company on
any Optional Reset Date at a price equal to the principal amount hereof plus any
accrued interest to such Optional Reset Date. In order for this Note to be so
repaid on an Optional Reset Date, the Holder hereof must follow the procedures
set forth below for optional repayment, except that the period for delivery of
this Note or notification to the Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date and except that a Holder who has
tendered this Note for repayment pursuant to a Reset Notice may, by written
notice to the Trustee, revoke any such tender for repayment until the close of
business on the tenth day prior to such Optional Reset Date.
If the Company has the option to extend the Stated Maturity of this Note
for one or more periods (each an "Extension Period") up to but not beyond a date
(the "Final Maturity Date") set forth on the face hereof, such option will be
indicated on the face hereof together with the basis or formula, if any, for
setting the interest rate applicable to any such Extension Period. The Company
may exercise such option with respect to this Note by notifying the Trustee of
such exercise at least 45 but not more than 60 days prior to the Stated Maturity
of this Note in effect prior to the exercise of such option (the "Original
Stated Maturity"). No later than 40 days prior to the Original Stated Maturity,
the Trustee will mail to the Holder hereof a notice (the "Extension Notice")
relating to such Extension Period, first class, postage prepaid, setting forth
(i) the election of the Company to extend the Stated Maturity of this Note, (ii)
the new Stated Maturity, (iii) the interest rate applicable to the Extension
Period, and (iv) the provisions, if any, for redemption during the Extension
Period, including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Extension Period. Upon the mailing by the Trustee of an Extension Notice to the
Holder hereof, the Stated Maturity of this Note shall be extended automatically
as set forth in the Extension Notice, and, except as modified by the Extension
Notice and as described in the next paragraph, this Note will have the same
terms as prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the Original
Stated Maturity for this Note, the Company may, at its option, revoke the
interest rate provided for in the Extension Notice and establish a higher
interest rate for the Extension Period by mailing or causing the Trustee to mail
notice of such higher interest rate first class, postage prepaid, to the Holder
hereof. Such notice shall be irrevocable. All Notes with respect to which the
Stated Maturity is extended will bear such higher interest rate for the
Extension Period.
7
<PAGE>
If the Company elects to extend the Stated Maturity of this Note, the
Holder hereof will have the option to elect repayment of this Note by the
Company at the Original Stated Maturity at a price equal to the principal amount
hereof plus any accrued interest to such date. In order for this Note to be so
repaid on the Original Stated Maturity, the Holder hereof must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days prior to the Original Stated Maturity and except that a
Holder who has tendered this Note for repayment pursuant to an Extension Notice
may, by written notice to the Trustee, revoke any such tender for repayment
until the close of business on the tenth day prior to the Original Stated
Maturity.
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 an Authorized
Denomination as defined herein.
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. 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 except to the extent permitted in connection with an
interest rate reset or an extension of maturity, each as described above. 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 as defined herein.
8
<PAGE>
[Insert if the Security is to be a Certificated Security - In the event of
redemption or repayment of this Note in part only, a new Note or Notes of this
series and of like tenor and for a principal amount equal to the unredeemed or
unrepaid portion will be delivered to the registered Holder upon the
cancellation hereof.]
[Insert if the Security is to be a Global Security - In the event of
redemption or repayment of this Note in part only, the principal amount shall be
reduced.]
If this is a Foreign Currency Note to be paid in United States dollars, the
United States dollar amount to be received in respect hereof will be based upon
the exchange rate as determined by the Exchange Rate Agent based on the highest
firm bid quotation for United States dollars received by such Exchange Rate
Agent at approximately 11:00 a.m. New York City time on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers in The City of New York selected by the Exchange Rate Agent and approved
by the Company (one of which may be the Exchange Rate Agent) for the purchase by
the quoting dealer, for settlement on such payment date, of the aggregate amount
of the Specified Currency payable on such payment date in respect of this Note.
If no such bid quotations are available, payments will be made in the Specified
Currency, unless such Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the Company's control, in
which case the Company will be entitled to make payments in respect hereof in
United States dollars as provided below. All currency exchange costs will be
borne by the Holder hereof by deductions from such payments.
If a Holder is to receive payments in a Specified Currency other than
United States dollars as described on the face hereof, payments of principal of
(and premium, if any) and interest will be paid in immediately available funds
by wire transfer to an account maintained by the Holder with a bank designated
by the Holder (which in the case of Global Securities will be the Depositary or
its nominee) on or prior to the Regular Record Date or at least 15 days prior to
Maturity, as the case may be, provided that such bank has the appropriate
facilities for such a payment in the Specified Currency, provided, however, that
-------- -------
with respect to payments of principal and premium, if any, and interest at
Maturity this Note is presented to the Trustee in time for the Trustee to make
such payment in accordance with its normal procedures, which shall require
presentation no later than two Business Days prior to Maturity in order to
ensure the availability of immediately available funds in the Specified Currency
at Maturity.
If payment on this Note is required to be made in a Specified Currency
other than United States dollars and such currency is unavailable in the good
faith judgment of the Company due to the imposition of exchange controls or to
other circumstances beyond the Company's control, or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then all payments with respect to this Note shall be made in United
States dollars until such currency is again available or so used. The amount so
payable on any date in such Specified Currency shall be converted into United
States dollars at a rate determined by the Exchange Rate Agent on the basis of
the Market Exchange Rate on the second Business Day prior to such payment, or,
if the Market Exchange Rate is not then available, the most recently available
Market Exchange Rate or as otherwise determined in good faith by the Company if
the foregoing is impracticable.
9
<PAGE>
If this is a Foreign Currency Note, in the event of an official
redenomination of such foreign currency (including, without limitation, an
official redenomination of a foreign currency that is a composite currency) the
obligations of the Company with respect to payments on this Note denominated in
such currency shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. No adjustment will be made to any amount payable under this
Note as a result of (a) any change in the value of a foreign currency relative
to any other currency due solely to fluctuations in exchange rates or (b) any
redenomination of any component currency of any composite currency (unless such
composite currency is itself officially redenominated.
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 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
10
<PAGE>
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.
[Insert if the Security is a Global Security - 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 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 the case of Notes denominated in
United States dollars, in denominations of U.S. $1,000 and any integral multiple
of U.S. $1,000 in excess thereof and, in the case of Notes denominated in a
Specified Currency other than United States dollars, in the authorized
denominations set forth on the face hereof (in each case, an "Authorized
Denomination"). As provided in the Indenture and subject to certain limitations
set forth therein and as may be set forth on the face hereof, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series of like tenor of a different Authorized Denomination, as requested by the
Holder surrendering the same.
"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 required by law, regulation or
executive order to close and (b) if the Note is denominated in a Specified
Currency other than United States dollars, not a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in the principal financial center of the country issuing the Specified
Currency (but if the Specified Currency is the Euro, the day must also be a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open). As used in the preceding sentence, "principal
financial center" means the capital city of the country issuing the Specified
Currency, except that with respect to United States dollars, Australian dollars,
Canadian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs
and South African rand, the "principal
11
<PAGE>
financial center" shall be the City of New York, Sydney, Toronto, Frankfurt,
Amsterdam, Milan, Zurich and Johannesburg, respectively.
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.
__________________________
12
<PAGE>
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.
<PAGE>
Exhibit 4.9
[FACE OF SECURITY]
REGISTERED REGISTERED
No. FLR
CUSIP
CATERPILLAR FINANCIAL SERVICES CORPORATION
MEDIUM-TERM NOTE, SERIES F
(Floating Rate)
[Insert if the Security is to be a Global Security - 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 is 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>
<CAPTION>
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
<S> <C> <C>
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT IN U.S. DOLLARS AUTHORIZED DENOMINATIONS (only applicable
[_] U.S. dollars (only applicable if Specified Currency if Specified Currency is other than
[_] Other: is other than U.S. dollars): U.S. dollars):
[_] Yes [_] No
EXCHANGE RATE AGENT (if other than THIS NOTE IS A:
U.S. Bank Trust National Association): [_] Global Note
[_] Certificated Note (only applicable
if Specified Currency is other than
U.S. dollars)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INDEX MATURITY: INTEREST RATE BASIS OR BASES: SPREAD (plus or minus):
<S> <C> <C>
LIBOR SOURCE (only applicable if LIBOR SPREAD MULTIPLIER: INTEREST RESET DATES:
Interest Rate Basis):
[_] LIBOR Reuters
[_] LIBOR Telerate
LIBOR CURRENCY (only applicable if LIBOR INTEREST PAYMENT PERIOD: INTEREST RESET PERIOD:
Interest Rate Basis):
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT DATES:
SPREAD/SPREAD MULTIPLIER RESET OPTION: STATED MATURITY EXTENSION OPTION:
[_] Yes [_] Yes [_] No
[_] No
OPTIONAL RESET DATES (only applicable if EXTENSION PERIOD(S) and FINAL MATURITY
option to reset spread or spread multiplier): DATE (only applicable if option to
extend stated maturity):
BASIS FOR SPREAD/SPREAD MULTIPLIER RESET BASIS FOR SPREAD/SPREAD MULTIPLIER DURING
(only applicable if option to reset spread EXTENSION PERIOD (only applicable if
or spread multiplier): option to extend stated maturity):
INTEREST RESET DATES: CALCULATION DATES: TERMS OF AMORTIZING NOTES:
INTEREST DETERMINATION DATES: CALCULATION AGENT (if other than U.S.
Bank Trust National Association):
ORIGINAL ISSUE DISCOUNT NOTE: TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a percentage
of aggregate principal amount):
[_] Yes [_] No
REDEMPTION DATE(S) (including any applicable REDEMPTION PRICE(S):
regular or special record dates):
REPAYMENT DATE(S) (including any applicable REPAYMENT PRICE(S):
regular or special record dates):
OTHER TERMS:
</TABLE>
2
<PAGE>
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 [Insert if the
Security is to be a Certificated Security - ______________] [Insert if the
Security is to be a Global Security - 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, on
the Interest Payment Dates set forth above and on the Maturity Date, commencing
on the first such Interest Payment Date next succeeding the Original Issue Date,
provided that if the Original Issue Date is after a Regular Record Date and
before the Interest Payment Date immediately following such Regular Record Date,
interest payments will commence on the second Interest Payment Date following
the Original Issue Date, at the rate per annum determined in accordance with the
provisions on the reverse hereof, depending on the Interest Rate Basis or Bases
specified above, until the principal hereof is paid or made available for
payment. 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 fifteenth calendar day (whether or not such date is a Business Day)
next preceding each Interest Payment Date; 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.
Unless otherwise specified on the face hereof, payments of principal
of (and premium, if any) and interest on this Note will be made in the
applicable Specified Currency, provided, however, that if this Note is
-------- --------
denominated in a Specified Currency other than United States dollars (a "Foreign
Currency Note") payments of principal of (and premium, if any) and interest
hereon will [insert if the Security is to be a Global Security - be made in
United States dollars unless the beneficial holder hereof gives notice to the
Depositary that it elects to receive payments in such Specified Currency. Upon
receipt of such notice, the Depositary will notify the Trustee of the portion of
the payment to be made by the Trustee which is to be made in the Specified
Currency and the applicable wire transfer instructions. In such event, the
Trustee will pay the beneficial holder directly.] [insert if the Security is to
be a Certificated Security - nevertheless be made in United States dollars if
the Holder hereof elects to receive all payments in respect hereof in United
States dollars by delivery of a written request to the Trustee on or prior to
the applicable Regular Record Date or at least 15 days prior to Maturity, as the
case may be. Such election may be in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission. A Holder of such a Note
may elect to receive payment in United
3
<PAGE>
States dollars for all principal (and premium, if any) and interest payments and
need not file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but written notice of
such revocation must be received by the Trustee on or prior to the applicable
Regular Record Date or at least 15 days prior to Maturity, as the case may be.]
Payment of the principal of (and premium, if any) 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.
[Insert if the Security is to be a Certificated Security - Payment of
the principal of (and premium, if any) and interest on this Note due at Maturity
in United States dollars will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in immediately available funds. Payment of interest (other than interest due at
Maturity) will be made by United States dollar check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register. Notwithstanding the foregoing, unless otherwise specified on the face
hereof, a holder of U.S. $10,000,000 or more in aggregate principal amount of
Notes of like tenor and terms shall be entitled to receive such payment of
interest in United States dollars by wire transfer of immediately available
funds to such account with a bank located in the United States as shall be
designated by such person, but only if appropriate payment instructions have
been received in writing by the Trustee on or prior to the Regular Record Date.]
[Insert if the Security is to be a Global Security - Payment of the principal of
(and premium, if any) and interest (other than interest payable at Maturity) on
this Note in United States dollars will be made by transfer of immediately
available funds to the Depositary or its nominee.]
All payments of principal (and premium, if any) and interest in a
Specified Currency other than United States dollars will be made in the manner
set forth on the reverse hereof.
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.
4
<PAGE>
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
5
<PAGE>
[BACK OF SECURITY]
CATERPILLAR FINANCIAL SERVICES CORPORATION
MEDIUM-TERM NOTE, SERIES F
(Floating Rate)
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
be denominated in different currencies, 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
$13,500,000,000 (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.
The United States dollar equivalent of Notes denominated in currencies
other than United States dollars will be determined by the Exchange Rate Agent
on the basis of the noon buying rate for cable transfers in the City of New York
as determined by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such currencies on the Business Day (as defined below) immediately
preceding the applicable issue dates.
The rate of interest on this Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset Date"),
as specified on the face hereof. Unless otherwise specified on the face hereof,
the Interest Reset Date will be, if this Note resets daily, each Business Day;
if this Note resets weekly (unless the Interest Rate Basis on this Note is the
Treasury Rate), the Wednesday of each week; if this Note resets weekly and the
Interest Rate Basis on this Note is the Treasury Rate, the Tuesday of each week;
if this Note resets monthly, the third Wednesday of each month; if this Note
resets quarterly, the third Wednesday of March, June, September and December; if
this Note resets semi-annually, the third Wednesday of two months of each year,
as specified on the face hereof; and if this Note resets annually, the third
Wednesday of one month of each year, as specified on the face hereof; provided,
--------
however, that the interest rate in effect from the date of issue to the first
- -------
Interest Reset Date will be the Initial Interest Rate specified on the face
hereof. If any Interest Reset Date would otherwise be a day that is not a
Business Day, the Interest Reset Date shall be postponed to the next day that is
a Business Day except that if (i) the rate of interest on this Note will be
determined in accordance with the provisions of the heading "Determination of
LIBOR" below and (ii) such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day.
Subject to applicable provisions of law and except as specified herein or on the
face hereof, on each Interest Reset Date, the rate of interest on this Note
shall be the rate determined in accordance with the provisions of the applicable
heading below.
6
<PAGE>
Determination of Commercial Paper Rate. Unless otherwise specified on
--------------------------------------
the face hereof, if the Interest Rate Basis on this Note is the Commercial Paper
Rate, the interest rate with respect to this Note shall equal (i) the Money
Market Yield (calculated as described below) of the rate on such Commercial
Paper Interest Determination Date (as defined below) for commercial paper having
the Index Maturity specified on the face hereof, as such rate is published by
the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates," or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)"), under the heading
"Commercial Paper--Nonfinancial," or (ii) if such rate is not published prior to
9:00 a.m., New York City time, on the Calculation Date pertaining to such
Commercial Paper Interest Determination Date, the Money Market Yield of the rate
on such Commercial Paper Interest Determination Date for commercial paper having
the Index Maturity specified on the face hereof as published in the daily update
of H.15(519), available through the world wide website of the Board of Governors
of the Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update,
---------------------------------------------
or any successor site or publication ("H.15 Daily Update"), under the heading
"Commercial Paper--Nonfinancial" or another recognized electronic source used
for the purpose of displaying the applicable rate, or (iii) if such rate is not
published either in H.15(519) or in H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date,
the Money Market Yield of the arithmetic mean (each as rounded, if necessary, to
the nearest one-hundred-thousandth of a percentage point, with five-millionths
of a percentage point rounded upwards) of the offered rates, as of 11:00 a.m.,
New York City time, on such Commercial Paper Interest Determination Date of
three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent for commercial paper of the Index Maturity specified on
the face hereof placed for an industrial issuer whose bond rating is "AA," or
the equivalent, from a nationally recognized statistical rating agency, adjusted
in each of the above cases by the addition or subtraction of the Spread, if any,
specified on the face hereof, and/or by multiplication by the Spread Multiplier,
if any, specified on the face hereof; provided, however, that if the dealers
-------- --------
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate will remain the Commercial Paper Rate
then in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage
rounded, if necessary, to the nearest one-hundred-thousandth of a percentage
point, with five-millionths of a percentage point rounded upwards) calculated in
accordance with the following formula:
D x 360 x 100
Money Market Yield = --------------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal and "M" refers to the actual number of
days in the interest period for which interest is being calculated.
Determination of Federal Funds Rate. Unless otherwise specified on
-----------------------------------
the face hereof, if the Interest Rate Basis on this Note is the Federal Funds
Rate, the interest rate with respect to this Note shall equal (i) the rate on
such date for U.S. dollar federal funds as published in H.15(519) under the
heading "Federal Funds (Effective)," as such rate is displayed on Bridge
7
<PAGE>
Telerate, Inc. (or any successor service) on page 120 (or any other page as may
replace such page on such service) or (ii) if not so published by 9:00 a.m., New
York City time, on the Calculation Date pertaining to such Federal Funds
Interest Determination Date, the rate on such Federal Funds Interest
Determination Date as published in H.15 Daily Update under the heading "Federal
Funds/(Effective)" or another recognized electronic source used for the purpose
of displaying the applicable rate, or (iii) if such rate is not published either
in H.15(519) or in H.15 Daily Update or another recognized electronic source by
3:00 p.m., New York City time, on such Calculation Date, the arithmetic mean
(rounded, if necessary, to the nearest one-hundred-thousandth of a percentage
point, with five-millionths of a percentage point rounded upwards) of the rates
for the last transaction in overnight U.S. dollar federal funds arranged by each
of three leading brokers of federal funds transactions in The City of New York
selected by the Calculation Agent prior to 9:00 a.m., New York City time, on
such Federal Funds Interest Determination Date, in each of the above cases
adjusted by the addition or subtraction of the Spread, if any, specified on the
face hereof, and/or by multiplication by the Spread Multiplier, if any,
specified on the face hereof; provided, however, that if the brokers selected as
-------- --------
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate will remain the Federal Funds Rate then in
effect on such Federal Funds Interest Determination Date.
Determination of CD Rate. Unless otherwise indicated on the face
------------------------
hereof, if the Interest Rate Basis on this Note is the CD Rate, the interest
rate with respect to this Note shall equal (i) the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published in H.15(519) under the heading "CDs (Secondary
Market)," or (ii) if not so published by 9:00 a.m., New York City time, on the
Calculation Date pertaining to such CD Interest Determination Date, the rate on
such CD Interest Determination Date set forth in the H.15(519) Daily Update for
the day in respect of certificates of deposit having the Index Maturity
specified on the face hereof under the caption "CDs (Secondary Market)" or
another recognized electronic source used for the purpose of displaying the
applicable rate, or (iii) if such rate is not published either in H.15(519) or
in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New
York City time, on the Calculation Date, the arithmetic mean (rounded, if
necessary, to the nearest one-hundred-thousandth of a percentage point, with
five-millionths of a percentage point rounded upwards) of the secondary market
offered rates as of 10:00 a.m., New York City time, on such CD Interest
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money center
banks of the highest credit standing (in the market for negotiable certificates
of deposit) with a remaining maturity closest to the Index Maturity specified on
the face hereof in a denomination of $5,000,000, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, and/or by
multiplication by the Spread Multiplier, if any, specified on the face hereof;
provided, however, that if the dealers selected as aforesaid by the Calculation
- -------- --------
Agent are not quoting as mentioned in this sentence, the CD Rate will remain the
CD Rate then in effect on such CD Interest Determination Date.
Determination of Prime Rate. Unless otherwise specified on the face
---------------------------
hereof, if the Interest Rate Basis on this Note is the Prime Rate, the interest
rate with respect to this Note shall equal (i) the rate set forth for the
relevant Prime Rate Interest Determination Date (as defined below) as published
in H.15(519) under the heading "Bank Prime Loan," or (ii) if such rate is not
published prior to 9:00 a.m., New York City time, on the Calculation Date
pertaining
8
<PAGE>
to such Prime Rate Interest Determination Date, the rate on such Prime Rate
Interest Determination Date as published in H.15 Daily Update opposite the
caption "Bank Prime Loan" or another recognized electronic source used for the
purpose of displaying the applicable rate, or (iii) if the rate is not published
prior to 3:00 p.m., New York City time, on such Calculation Date, either in
H.15(519) or in H.15 Daily Update or another recognized electronic source, the
arithmetic mean (rounded, if necessary, to the nearest one-hundred-thousandth of
a percentage point, with five-millionths of a percentage point rounded upwards)
of the rates of interest publicly announced by each bank that appears on the
Reuters Screen USPRIME1 Page (as defined below) as such bank's prime rate or
base lending rate as in effect for that Prime Rate Interest Determination Date,
or (iv) if fewer than four such quotations but more than one such quotation
appears on the Reuters Screen USPRIME1 Page for the Prime Rate Interest
Determination Date, the arithmetic mean (rounded, if necessary, to the nearest
one-hundred-thousandth of a percentage point, with five-millionths of a
percentage point rounded upwards) of the prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date by at least three major
money center banks in The City of New York selected by the Calculation Agent, or
(v) if fewer than two such quotations appear in the Reuters Screen USPRIME1
Page, the rate determined by the Calculation Agent on the basis of the rates
furnished in The City of New York by the appropriate number of substitute banks
or trust companies organized and doing business under the laws of the United
States, or any State thereof, in each case having total equity capital of at
least $500 million and being subject to supervision or examination by Federal or
State authority, selected by the Calculation Agent to provide such rate or
rates, adjusted in each case by the addition or subtraction of the Spread, if
any, specified on the face hereof, and/or by multiplication by the Spread
Multiplier, if any, specified on the face hereof; provided, however, that if the
-------- --------
banks or trust companies selected as aforesaid are not quoting as mentioned in
this sentence, the Prime Rate will remain the Prime Rate then in effect on such
Prime Rate Interest Determination Date. "Reuters Screen USPRIME1 Page" means
the display designated as page "USPRIME1" on the Reuters Monitor Money Rates
Service (or such other page as may replace the USPRIME1 page on that service for
the purpose of displaying prime rates or base lending rates of major United
States banks).
Determination of LIBOR. Unless otherwise specified on the face
----------------------
hereof, if the Interest Rate Basis on this Note is LIBOR, the interest rate
payable with respect to this Note shall be determined in accordance with the
following provisions:
(i) With respect to any LIBOR Interest Determination Date (as defined
below), LIBOR will be either: (a) if "LIBOR Reuters" is specified on the face
hereof, the arithmetic mean (rounded, if necessary, to the nearest one-hundred-
thousandth of a percentage point, with five-millionths of a percentage point
rounded upwards) of the offered rates (unless the specified Designated LIBOR
Page by its terms provides only for a single rate, in which case such single
rate shall be used) for deposits in the LIBOR Currency having the Index Maturity
specified on the face hereof commencing on the second London Business Day
immediately following such LIBOR Interest Determination Date, that appear on the
Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Interest
Determination Date, if at least two such offered rates appear (unless, as
aforesaid, only a single rate is required) on such Designated LIBOR Page, or (b)
if "LIBOR Telerate" is specified on the face hereof, the rate for deposits in
the LIBOR Currency having the Index Maturity specified on the face hereof,
commencing on the second
9
<PAGE>
London Business Day immediately following such LIBOR Interest Determination
Date, that appears on such Designated LIBOR Page as of 11:00 a.m., London time,
on such LIBOR Interest Determination Date, adjusted in each case by the addition
or subtraction of the Spread, if any, specified on the face hereof, and/or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
"LIBOR Currency" means the currency (including composite currencies) specified
on the face hereof as the currency for which LIBOR shall be calculated. If no
such currency is specified on the face hereof, the LIBOR Currency shall be U.S.
dollars. "Designated LIBOR Page" means either if "LIBOR Reuters" is specified on
the face hereof, the display on the Reuters Monitor Money Rates Service (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable LIBOR Currency, or if "LIBOR Telerate" is
specified on the face hereof, the display on Bridge Telerate, Inc. (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable LIBOR Currency (if the U.S. dollar is the LIBOR
Currency, LIBOR will be determined as if Page 3750 had been specified). "Page
3750" means the display designated as page "3750" on Bridge Telerate, Inc. (or
such other page as may replace the 3750 page on that service or such other
service or services as may be nominated by the British Bankers' Association for
the purposes of displaying London interbank offered rates for U.S. dollar
deposits). If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable LIBOR Currency will be determined as if LIBOR
Telerate had been specified. In the case where (a) above applies, if fewer than
two offered rates appear on the Designated LIBOR Page, or in the case where (b)
above applies, if no rate appears on the Designated LIBOR Page, as applicable,
LIBOR in respect of such LIBOR Interest Determination Date will be determined as
if the parties had specified the rate described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear (if "LIBOR Reuters" is specified on the face
hereof) or no rate appears (if "LIBOR Telerate" is specified on the face
hereof), the Calculation Agent will determine LIBOR in respect of such LIBOR
Interest Determination Date as follows: the Calculation Agent will request the
principal London offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in the LIBOR Currency
for the period of the Index Maturity specified on the face hereof, commencing on
the second London Business Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date
and in a principal amount of not less than $1,000,000 (or the equivalent in the
LIBOR Currency, if the LIBOR Currency is not the U.S. dollar) that is
representative of a single transaction in such LIBOR Currency in such market at
such time, adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, and/or by multiplication by the Spread Multiplier,
if any, specified on the face hereof and (a) if at least two such quotations are
provided, LIBOR determined on such LIBOR Interest Determination Date will be the
arithmetic mean (rounded, if necessary, to the nearest one-hundred-thousandth of
a percentage point, with five-millionths of a percentage point rounded upwards)
of such quotations, or (b) if fewer than two quotations are provided, LIBOR
determined on such LIBOR Interest Determination Date will be the arithmetic mean
(rounded, if necessary, to the nearest one-hundred-thousandth of a percentage
point, with five-millionths of a percentage point rounded upwards) of the rates
quoted at approximately 11:00 a.m. (or such other time specified on the face
hereof), in the applicable principal financial center for the country of the
LIBOR Currency on such LIBOR Interest Determination Date, by
10
<PAGE>
three major banks in such principal financial center selected by the Calculation
Agent for loans in the LIBOR Currency to leading European banks, having the
Index Maturity specified on the face hereof and in a principal amount of not
less than $1,000,000 (or the equivalent in the LIBOR Currency, if the LIBOR
Currency is not the U.S. dollar) commencing on the second London Business Day
immediately following such LIBOR Interest Determination Date that is
representative for a single transaction in such LIBOR Currency in such market at
such time, in either case adjusted by the addition or subtraction of the Spread,
if any, specified on the face hereof, and/or by multiplication by the Spread
Multiplier, if any, specified on the face hereof; provided, however, that if the
-------- --------
banks selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR will remain the LIBOR then in effect on such
LIBOR Interest Determination Date.
Determination of Treasury Rate. Unless otherwise specified on the
------------------------------
face hereof, if the Interest Rate Basis on this Note is the Treasury Rate, the
interest rate payable with respect to this Note shall equal:
(i) the rate for the auction held on the related Treasury Interest
Determination Date of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof under the caption
"INVESTMENT RATE" on the display on Bridge Telerate, Inc. (or any successor
service) on page 56 (of any other page as may replace that page on that service)
("Telerate Page 56") or page 57 (or any other page as may replace that page on
that service) ("Telerate Page 57"); or
(ii) if the rate referred to in clause (i) is not so published by
3:00 p.m., New York City time, on the related Calculation Date pertaining to
such Treasury Interest Determination Date, the rate (expressed as a Bond
Equivalent Yield, rounded, if necessary, to the nearest one-hundred-thousandth
of a percentage point, with five-millionths of a percentage point rounded
upwards, on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) on such Treasury Interest Determination Date of Treasury bills
having the Index Maturity specified on the face hereof as published in H.15
Daily Update under the caption "U.S. Government Securities/Treasury
Bills/Auction High" or another recognized electronic source used for the purpose
of displaying the applicable rate; or
(iii) if the rate referred to in clause (ii) is not so published by
3:00 p.m., New York City time, on the related Calculation Date pertaining to
such Treasury Interest Determination Date, the Treasury Rate will be the auction
average rate on such Treasury Interest Determination Date (expressed as a Bond
Equivalent Yield (as defined below), rounded, if necessary, to the nearest one-
hundred-thousandth of a percentage point, with five-millionths of a percentage
point rounded upwards, on the basis of a year of 365 or 366 days as applicable,
and applied on a daily basis) as otherwise announced by the United States
Department of the Treasury; or
(iv) if the rate referred to in clause (iii) is not so announced by
the United States Department of the Treasury, or if the auction is not held,
then the Treasury Rate will be the rate (expressed as a Bond Equivalent Yield,
rounded, if necessary, to the nearest one-hundred-thousandth of a percentage
point, with five-millionths of a percentage point rounded upwards on the basis
of a year of 365 or 366 days as applicable, and applied on a daily basis) on
such Treasury Interest Determination Date of Treasury bills having the Index
Maturity specified on
11
<PAGE>
the face hereof as published in H.15(519) under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market;" or
(v) if the rate referred to in clause (iv) is not so published by
3:00 p.m., New York City time, on the related Calculation Date pertaining to
such Treasury Interest Determination Date, the rate (expressed as a Bond
Equivalent Yield, rounded, if necessary, to the nearest one-hundred-thousandth
of a percentage point, with five-millionths of a percentage point rounded
upwards, on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) on such Treasury Interest Determination Date of Treasury bills
having the Index Maturity specified on the face hereof as published in H.15
Daily Update under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market" or another recognized electronic source used for the
purpose of displaying the applicable rate; or
(vi) if the rate referred to in clause (v) is not so published by
3:00 p.m., New York City time, on the related Calculation Date pertaining to
such Treasury Interest Determination Date, the Calculation Agent will determine
the Treasury Rate to be a yield to maturity (expressed as a Bond Equivalent
Yield, rounded, if necessary, to the nearest one-hundred-thousandth of a
percentage point, with five-millionths of a percentage point rounded upwards, on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on such Treasury Interest
Determination Date, of three primary United States government securities dealers
selected by the Calculation Agent, for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity specified on the face hereof;
or
(vii) if the dealers selected in clause (vi) by the Calculation Agent
are not quoting as mentioned in clause (vi), the Treasury Rate will remain the
Treasury Rate then in effect on such Treasury Interest Determination Date; and,
in the case of each of clauses (i) through (vii) above, adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, and/or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
"Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
D x N x 100
Bond Equivalent Yield = --------------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the interest period
for which interest is being calculated.
Indexed Notes. This Note may be issued with the principal amount
-------------
payable at Maturity and/or with interest payable hereon on an Interest Payment
Date to be determined by reference to the price or prices of specified
securities or commodities, securities or commodities exchange indices, the
relationship between two or more specified currencies or other factors (each an
"Indexed Note"), as shall be indicated above under "Other Terms." Specific
information pertaining to the method for determining the principal amount
payable at Maturity or
12
<PAGE>
the amount of interest to be paid on an Interest Payment Date with reference to
the specified index shall be included above under "Other Terms."
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent
shall calculate the interest rate on this Note in accordance with the foregoing
on or before each Calculation Date. The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law as the same may
be modified by United States law of general applicability.
The Calculation Agent will, upon the request of the Holder of this
Note, provide to such Holder the interest rate hereon then in effect and, if
different, the interest rate which will become effective as a result of a
determination made on the most recent Interest Determination Date.
Unless otherwise indicated on the face hereof and except as provided
below, interest will be payable, in the case of Notes which reset daily, weekly
or monthly, on the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year, as indicated on the face
hereof; in the case of Notes which reset quarterly, on the third Wednesday of
March, June, September and December of each year; in the case of Notes which
reset semi-annually, on the third Wednesday of the two months of each year
specified on the face hereof; and in the case of Notes which reset annually, on
the third Wednesday of the month specified on the face hereof (each an "Interest
Payment Date"), and in each case, at Maturity. If any Interest Payment Date
specified on the face hereof would otherwise be a day that is not a Business
Day, the Interest Payment Date shall be postponed to the next day that is a
Business Day, except that if (i) the rate of interest on this Note shall be
determined in accordance with the provisions of the heading "Determination of
LIBOR" above, and (ii) such Business Day is in the next succeeding calendar
month, such Interest Payment Date shall be the immediately preceding 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 required by law, regulation or
executive order to close, (b) if the Note is denominated in a Specified Currency
other than United States dollars, not a day on which banking institutions are
authorized or required by law, regulation or executive order to close in the
principal financial center of the country issuing the Specified Currency (but if
the Specified Currency is the Euro, the day must also be a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open), and (c) if the rate of interest on this Note shall be
determined in accordance with the provisions of the heading "Determination of
LIBOR" above, a London Business Day. As used in the preceding sentence,
"principal financial center" means the capital city of the country issuing the
Specified Currency, or the capital city of the country to which the LIBOR
Currency relates, except that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss
francs, Portuguese escudos and South African rand, the "principal financial
center" shall be the City of New York, Sydney (and solely in the case of the
LIBOR Currency, Melbourne), Toronto, Frankfurt, Amsterdam, Milan, Zurich, London
(solely in the case of the LIBOR Currency) and Johannesburg, respectively.
Unless otherwise specified on the face hereof,
13
<PAGE>
"London Business Day" means any day on which commercial banks are open for
business, including dealings in the LIBOR Currency, in London.
Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date if the rate of interest
on this Note shall be determined in accordance with the provisions of the
headings (a) "Determination of Commercial Paper Rate" above (the "Commercial
Paper Interest Determination Date"), (b) "Determination of Federal Funds Rate"
above (the "Federal Funds Interest Determination Date"), (c) "Determination of
CD Rate" above (the "CD Interest Determination Date") or (d) "Determination of
Prime Rate" above (the "Prime Rate Interest Determination Date") will be the
Business Day preceding such Interest Reset Date with respect to this Note if the
Interest Rate Basis on this Note is the Prime Rate or the Federal Funds Rate,
and the second Business Day preceding such Interest Reset Date if the Interest
Rate Basis on this Note is the Commercial Paper Rate or the CD Rate. Unless
otherwise specified on the face hereof, the Interest Determination Date
pertaining to an Interest Reset Date if the rate of interest on this Note shall
be determined in accordance with the provisions of the heading "Determination of
LIBOR" above (the "LIBOR Interest Determination Date") will be the second London
Business Day preceding such Interest Reset Date unless the LIBOR Currency is
British Pounds Sterling, in which case the LIBOR Interest Determination Date
will be the applicable Interest Reset Date. Unless otherwise specified on the
face hereof, the Interest Determination Date pertaining to an Interest Reset
Date if the rate of interest on this Note shall be determined in accordance with
the provisions of the heading "Determination of Treasury Rate" above (the
"Treasury Interest Determination Date") will be the day of the week in which
such Interest Reset Date falls on which Treasury bills would normally be
auctioned. Treasury bills are usually sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is usually held on
the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction date shall fall on any Interest Reset Date for a Treasury Rate Note,
then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date.
Unless otherwise specified on the face hereof, the Calculation Date
pertaining to any Interest Determination Date, other than with respect to LIBOR
Notes, is the earlier of (i) the tenth day after such Interest Determination
Date or, if any such day is not a Business Day, the next succeeding Business
Day, or (ii) the Business Day preceding the applicable Interest Payment Date or
Maturity, as the case may be.
Unless otherwise specified on the face hereof, interest payments, if
any, will be the amount of 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
with respect to this Note) to but excluding the Interest Payment Date or the
date of Maturity. Accrued interest hereon from the Original Issue Date or from
the last date to which interest hereon has been paid is calculated by
multiplying the face amount hereof by an accrued interest factor. Such accrued
interest factor is computed by adding the interest factor calculated for each
day from the Original Issue Date or from the last date to which interest shall
have been paid, to the date for which accrued interest is being calculated. The
interest factor for each day shall be
14
<PAGE>
computed by dividing the interest rate applicable to such day by 360, in the
case of the Commercial Paper Rate, Federal Funds Rate, Prime Rate, CD Rate or
LIBOR, or by the actual number of days in the year in the case of the Treasury
Rate. All percentages resulting from any calculation hereon will be rounded to
the nearest one hundred-thousandth of a percentage point, with five-one
millionths of a percentage point rounded upwards. For example, 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used
in or resulting from any calculation hereon will be rounded, in the case of
United States dollars, to the nearest cent or, in the case of a Specified
Currency other than United States dollars, to the nearest unit (with one-half
cent or unit being rounded upwards).
If the Company has the option with respect to this Note to reset the
Spread and/or Spread Multiplier, such option will be indicated on the face
hereof, together with (i) the date or dates on which such Spread and/or Spread
Multiplier may be reset (each an "Optional Reset Date") and (ii) the basis or
formula, if any, for such resetting. The Company may exercise such option by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to an Optional Reset Date. Not later than 40 days prior to such Optional
Reset Date, the Trustee will mail to the Holder hereof a notice (the "Reset
Notice"), first class, postage prepaid, setting forth (i) the election of the
Company to reset the Spread and/or Spread Multiplier, (ii) such new Spread
and/or Spread Multiplier, and (iii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or, if there is no such next Optional Reset Date, to the Stated Maturity of this
Note (each such period a "Subsequent Interest Period"), including the date or
dates on which or the period or periods during which and the price or prices at
which such redemption may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to an
Optional Reset Date, the Company may, at its option, revoke the Spread and/or
Spread Multiplier provided for in the Reset Notice and establish a higher Spread
and/or Spread Multiplier for the Subsequent Interest Period commencing on such
Optional Reset Date by mailing or causing the Trustee to mail notice of such
higher Spread and/or Spread Multiplier first class, postage prepaid, to the
Holder hereof. Such notice shall be irrevocable. If the Spread and/or Spread
Multiplier is reset on an Optional Reset Date this Note will bear such higher
Spread and/or Spread Multiplier.
If the Company elects to reset the Spread and/or Spread Multiplier of
this Note, the Holder hereof will have the option to elect repayment of this
Note by the Company on any Optional Reset Date at a price equal to the principal
amount hereof plus any accrued interest to such Optional Reset Date. In order
for this Note to be so repaid on an Optional Reset Date, the Holder hereof must
follow the procedures set forth below for optional repayment, except that the
period for delivery of this Note or notification to the Trustee shall be at
least 25 but not more than 35 days prior to such Optional Reset Date and except
that a Holder who has tendered this Note for repayment pursuant to a Reset
Notice may, by written notice to the Trustee, revoke any such tender for
repayment until the close of business on the tenth day prior to such Optional
Reset Date.
If the Company has the option to extend the Stated Maturity of this
Note for one or more periods (each an "Extension Period") up to but not beyond
the date (the "Final Maturity Date") set forth on the face hereof, such option
will be indicated on the face hereof together with the basis or formula, if any,
for setting the Spread and/or Spread Multiplier applicable to any such Extension
Period. The Company may exercise such option with respect to this Note by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity in effect prior to the exercise of such option (the
"Original Stated Maturity"). No later than 40 days prior to the Original Stated
Maturity, the Trustee will mail to the Holder hereof a
15
<PAGE>
notice (the "Extension Notice") relating to such Extension Period, first class,
postage prepaid, setting forth (i) the election of the Company to extend the
Stated Maturity hereof, (ii) the new Stated Maturity, (iii) the Spread and/or
Spread Multiplier applicable to the Extension Period, and (iv) the provisions,
if any, for redemption during the Extension Period, including the date or dates
on which or the period or periods during which and the price or prices at which
such redemption may occur during the Extension Period. Upon the mailing by the
Trustee of an Extension Notice to the Holder of this Note, the Stated Maturity
of this Note shall be extended automatically as set forth in the Extension
Notice, and, except as modified by the Extension Notice and as described in the
next paragraph, this Note will have the same terms as prior to the mailing of
such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Original Stated Maturity for this Note, the Company may, at its option, revoke
the Spread and/or Spread Multiplier provided for in the Extension Notice and
establish a higher Spread and/or Spread Multiplier for the Extension Period by
mailing or causing the Trustee to mail notice of such higher Spread and/or
Spread Multiplier first class, postage prepaid, to the Holder hereof. Such
notice shall be irrevocable. All Notes with respect to which the Stated
Maturity is extended will bear such higher Spread and/or Spread Multiplier for
the Extension Period.
If the Company elects to extend the Stated Maturity of this Note, the
Holder hereof will have the option to elect repayment of this Note by the
Company at the Original Stated Maturity at a price equal to the principal amount
hereof plus any accrued interest to such date. In order for this Note to be so
repaid on the Original Stated Maturity, the Holder hereof must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days prior to the Original Stated Maturity and except that a
Holder who has tendered this Note for repayment pursuant to an Extension Notice
may, by written notice to the Trustee, revoke any such tender for repayment
until the close of business on the tenth day prior to the Original Stated
Maturity.
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 an Authorized
Denomination as defined herein.
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
16
<PAGE>
on the face hereof. 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 except to
the extent permitted in connection with an interest rate reset or an extension
of maturity, each as described above. 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 as defined
herein.
[Insert if the Security is to be a Certificated Security - In the
event of redemption or repayment of this Note in part only, a new Note or Notes
of this series and of like tenor and for a principal amount equal to the
unredeemed or unrepaid portion will be delivered to the registered Holder upon
the cancellation hereof.]
[Insert if the Security is to be a Global Security - In the event of
redemption or repayment of this Note in part only, the principal amount shall be
reduced.]
If this is a Foreign Currency Note to be paid in United States
dollars, the United States dollar amount to be received in respect hereof will
be based upon the exchange rate as determined by the Exchange Rate Agent based
on the highest firm bid quotation for United States dollars received by such
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent and approved by the Company (one of which may be the Exchange Rate Agent)
for the purchase by the quoting dealer, for settlement on such payment date, of
the aggregate amount of the Specified Currency payable on such payment date in
respect of this Note. If no such bid quotations are available, payments will be
made in the Specified Currency, unless such Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case the Company will be entitled to make payments
in respect hereof in United States dollars as provided below. All currency
exchange costs will be borne by the Holder hereof by deductions from such
payments.
If a Holder is to receive payments in a Specified Currency other than
United States dollars as described on the face hereof, payments of principal of
(and premium, if any) and interest will be paid in immediately available funds
by wire transfer to an account maintained by the Holder with a bank designated
by the Holder (which in the case of Global Securities will be the Depositary or
its nominee) on or prior to the Regular Record Date or at least 15 days prior to
Maturity, as the case may be, provided that such bank has the appropriate
facilities for such a
17
<PAGE>
payment in the Specified Currency, provided, however, that with respect to
-------- --------
payments of principal and premium, if any, and interest at Maturity this Note is
presented to the Trustee in time for the Trustee to make such payment in
accordance with its normal procedures, which shall require presentation no later
than two Business Days prior to Maturity in order to ensure the availability of
immediately available funds in the Specified Currency at Maturity.
If payment on this Note is required to be made in a Specified Currency
other than United States dollars and such currency is unavailable in the good
faith judgment of the Company due to the imposition of exchange controls or to
other circumstances beyond the Company's control, or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then all payments with respect to this Note shall be made in United
States dollars until such currency is again available or so used. The amount so
payable on any date in such Specified Currency shall be converted into United
States dollars at a rate determined by the Exchange Rate Agent on the basis of
the Market Exchange Rate on the second Business Day prior to such payment, or,
if the Market Exchange Rate is not then available, the most recently available
Market Exchange Rate or as otherwise determined in good faith by the Company if
the foregoing is impracticable.
If this is a Foreign Currency Note, in the event of an official
redenomination of such foreign currency (including, without limitation, an
official redenomination of a foreign currency that is a composite currency) the
obligations of the Company with respect to payments on this Note denominated in
such currency shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. No adjustment will be made to any amount payable under this
Note as a result of (a) any change in the value of a foreign currency relative
to any other currency due solely to fluctuations in exchange rates or (b) any
redenomination of any component currency of any composite currency (unless such
composite currency is itself officially redenominated).
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 per-cent-age of the
aggregate principal amount) plus the original issue discount accrued from the
date of issue to the 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
the stated redemption price at maturity, multiplied by the number of complete
years from the Original Issue Date to the Maturity Date for this Note.
18
<PAGE>
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.
[Insert if the Security is a Global Security - 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 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 the case of Notes
denominated in United States dollars, in denominations of U.S. $1,000 and any
integral multiple of U.S. $1,000 in excess thereof and, in the case of Notes
denominated in a Specified Currency other than United States dollars, in the
authorized denominations set forth on the face hereof (in each case, an
"Authorized Denomination"). As provided in the Indenture and subject to certain
limitations set
19
<PAGE>
forth therein and as may be set forth on the face hereof, Notes of this series
are exchangeable for a like aggregate principal amount of Notes of this series
of like tenor of a different Authorized Denomination, as requested by the Holder
surrendering the same.
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 govern-mental 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.
______________________________
20
<PAGE>
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.
21
<PAGE>
Exhibit 5
April 24, 2000
Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, Tennessee 37203-0001
Re: Caterpillar Financial Services Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 (the "Registration Statement"), in the form being filed with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended (the "Act"), of $4,000,000,000 aggregate principal
amount of Debt Securities (the "Debt Securities") of Caterpillar Financial
Services Corporation, a Delaware corporation (the "Company"). The Debt
Securities are to be issued under an Indenture, dated as of April 15, 1985, as
supplemented by a First Supplemental Indenture, dated as of May 22, 1986, a
Second Supplemental Indenture, dated as of March 15, 1987, a Third Supplemental
Indenture, dated as of October 2, 1989, and a Fourth Supplemental Indenture,
dated as of October 1, 1990 (collectively, the "Indenture"), between the Company
and U.S. Bank Trust National Association (formerly First Trust of New York,
National Association), as successor trustee (the "Trustee"), forms of which are
included as exhibits to the Registration Statement. The Debt Securities are to
be issued in substantially the forms filed as exhibits to the Registration
Statement (with maturities, interest rates and other terms of the Debt
Securities appropriately filled in). The Debt Securities are to be sold from
time to time as set forth in the Registration Statement, any amendment thereto,
the prospectus contained therein (the "Prospectus") and any supplements to the
Prospectus (the "Prospectus Supplements").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. Based
on such examination, we are of the opinion that when the issuance of the Debt
Securities has been duly authorized by appropriate corporate action and the Debt
Securities have been duly completed, executed, authenticated and delivered in
accordance with the Indenture and sold as described in the Registration
Statement, any amendment thereto, the Prospectus and any Prospectus
<PAGE>
Caterpillar Financial Services Corporation
April 24, 2000
Page 2
Supplement relating thereto, the Debt Securities will be legal, valid, and
binding obligations of the Company, entitled to the benefits of the Indenture.
Our opinion that the Debt Securities are legal, valid, and binding is
qualified as to limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the enforcement of creditors' rights generally; and 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 such enforceability is
considered in a proceeding in equity or at law.
We express no opinion as to matters of law in jurisdictions other than
the State of New York, the federal law of the United States, and the corporate
law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in the Registration Statement, the Prospectus, any Prospectus
Supplement, and in any amendment or supplement thereto. In giving such consent,
we do not consider that we are "experts" within the meaning of such term as used
in the Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE>
EXHIBIT 12
<TABLE>
<CAPTION>
STATEMENT SETTING FORTH COMPUTATION OF RATIO OF PROFIT TO FIXED CHARGES
(Millions of dollars)(Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------------
Q1 Q1
2000 1999 1999 1998 1997 1996 1995
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Net profit $ 38 $ 35 $128 $112 $ 94 $ 76 $ 65
Add:
Provision for income taxes 21 20 75 67 53 40 39
Deduct:
Equity in profit of partnerships 1 -- (2) (3) (3) (2) (1)
------ ------ ------ ------ ------ ------ ------
Profit before taxes $ 58 $ 55 $201 $176 $144 $114 $102
====== ====== ====== ====== ====== ====== ======
Fixed charges:
Interest on borrowed funds $160 $132 $569 $502 $367 $315 $298
Rentals at computed interest* 1 1 5 4 3 3 2
------ ------ ------ ------ ------ ------ ------
Total fixed charges $161 $133 $574 $506 $370 $318 $300
====== ====== ====== ====== ====== ====== ======
Profit before taxes plus fixed charges $219 $188 $775 $682 $514 $432 $403
====== ====== ====== ====== ====== ====== ======
Ratio of profit before taxes plus
fixed charges to fixed charges 1.36 1.41 1.35 1.35 1.39 1.36 1.34
====== ====== ====== ====== ====== ====== ======
</TABLE>
*Those portions of rent expense that are representative of interest cost.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 20, 2000 appearing on page 11
of the Caterpillar Financial Services Corporation Annual Report on Form 10-K
for the year ended December 31, 1999. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Nashville, Tennessee
April 21, 2000
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned hereby appoints any one of James S. Beard, James
R. English, Edward J. Scott, and Paul J. Gaeto as his attorney-in-fact, each
acting alone, with full powers of substitution and resubstitution, to execute
for each of the undersigned and in his name and capacity with Caterpillar
Financial Services Corporation as listed below, and to file any of the
documents hereinafter described relating to the issuance and offering of the
Company's debt securities up to a total of US$4,000,000,000 (or greater amount,
if applicable, in connection with any Rule 462(b) Registration Statement (as
defined below)) or its equivalent in the currency of countries other than the
United States (including in such amount the offering price rather than the face
value of any such securities sold at a discount from face value), such
documents being: a Registration Statement (the "Registration Statement") to be
filed with the Securities and Exchange Commission and any registration
statement (the "Rule 462(b) Registration Statement") increasing the size of the
offering under such Registration Statement filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, any all other documents required to be
filed with respect thereto with any regulatory authority, and all amendments to
any of the foregoing, with all exhibits and documents required to be filed in
connection therewith. The undersigned further grants unto said attorneys, each
acting alone, with full powers of substitution and resubstitution, full power
and authority to accomplish the foregoing registration as fully as the
undersigned might do.
Dated as of this 20th day of April, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ James S. Beard President, Director and Principal Executive
______________________________________ Officer
James S. Beard
/s/ James R. English Executive Vice President and Director
______________________________________
James R. English
/s/ James W. Owens Director
______________________________________
James W. Owens
/s/ Kenneth C. Springer Controller and Principal Accounting Officer
______________________________________
Kenneth C. Springer
/s/ Edward J. Scott Treasurer and Principal Financial Officer
______________________________________
Edward J. Scott
</TABLE>
<PAGE>
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_____________________
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
_____________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
_____________________
For information, contact:
Terry L. Mc Roberts, President
U.S. Bank Trust National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2506
CATERPILLAR FINANCIAL SERVICES CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 37-1105865
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
2120 West End Avenue 37203-0001
Nashville, Tennessee
(Address of principal executive offices) (Zip Code)
______________________
DEBT SECURITIES
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising authority to which
it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 3. List of Exhibits.
Exhibit 1. Articles of Association of U.S. Bank Trust National
Association, incorporated herein by reference to Exhibit 1 of
Form T-1, Registration No. 333-51961.
Exhibit 2. Certificate of Authority to Commence Business for First Trust
of New York, National Association now known as U.S. Bank Trust
National Association,Registration No. 33-83774. to
incorporated herein by reference to Exhibit 2 of Form T-1,
Registration No. 333-51961
Exhibit 3. Authorization to exercise corporate trust powers for U.S. Bank
Trust National Association, incorporated herein by reference
to Exhibit 3 of Form T-1, Registration No. 333-51961.
Exhibit 4. By-Laws of U.S. Bank Trust National Association, incorporated
herein by reference to Exhibit 4 of Form T-1, Registration No.
333-51961.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National Association now
known as U.S. Bank Trust National Association, required by
Section 321(b) of the Act, incorporated herein by reference to
Exhibit 6 of Form T-1, Registration No. 33-83774.
<PAGE>
Exhibit 7. Report of Condition of U.S. Bank Trust National Association,
as of the close of business on December 31, 1999, published
pursuant to law or requirements of its supervising or the
examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, U.S. Bank Trust National Association, a national banking
association organized and existing under the laws of the United States, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the the 18th day of April, 2000.
U.S. BANK TRUST
NATIONAL ASSOCIATION
By: /s/ K. Wendy Kumar
--------------------
Vice President
<PAGE>
Exhibit 7
---------
U.S. Bank Trust National Association
Statement of Financial Condition
As of 12/31/1999
($000's)
12/31/1999
--------------
Assets
Cash and Due From Depository Institutions $ 48,229
Federal Reserve Stock 3,346
Fixed Assets 391
Intangible Assets 61,796
Other Assets 8,123
--------------
Total Assets $ 121,885
Liabilities
Other Liabilities 10,474
--------------
Total Liabilities $ 10,474
Equity
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (10,521)
--------------
Total Equity Capital $ 111,411
Total Liabilities and Equity Capital $ 121,885
___________________________________________________________________________
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
U.S. Bank Trust National Association
By: /s/ K. Wendy Komer
---------------------
Vice President
Dated: April 18, 2000
