EXHIBIT 4.10
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 (00 XXXXX XXXXXX, XXX XXXX, XXX
XXXX) 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
IN 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.
No.
CUSIP __________ $___________
Caterpillar Financial Services Corporation
Floating Rate Note due August 1, 2002
Caterpillar Financial Services Corporation, a Delaware corporation
(hereinafter called the "Company", which term includes any successor corporation
under the Indenture herein referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, the principal sum of
______________________________ Dollars ($_________) on August 1, 2002 and to pay
interest thereon at a floating rate determined in the manner described herein
from July 30, 1999, or from the most recent date in respect of which interest
has been paid or duly provided for but excluding the next Interest Payment Date
(as defined below) or Maturity, as the case may be, quarterly on February 1, May
1, August 1 and November 1 of each year (each, an "Interest Payment Date"),
commencing November 1, 1999, and at Maturity, until the principal hereof is paid
or duly 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 Securities) is
registered at the close of business on a Regular Record Date for such interest,
which shall be the January 17, April 16, July 17 or October 17 (whether or not a
Business Day) next preceding such Interest Payment Date. Any such interest which
is payable, but is not punctually paid or duly provided for on any Interest
Payment Date, shall forthwith cease to be payable to the registered Holder on
such Regular Record Date, and may be paid to the Person in whose name this Note
(or one or more Predecessor Securities) 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 referred to below, notice whereof shall be given to the Holder of
this Note not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, as more fully provided in such
Indenture.
Except as otherwise set forth below, payment of the principal of and
the interest on this Note 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 such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.
This Note is one of the series of Floating Rate Notes due
August 1, 2002 (the "Notes").
The interest rate per annum on the Notes in effect for each day of
any Interest Period (as defined below) will be equal to LIBOR (as defined below)
plus 0.30%. The interest rate for each Interest period will be reset on the
first day of each Interest Period, beginning July 30, 1999 (each such date an
"Interest Reset Date") until Maturity. If an Interest Payment Date is not a
Business Day, such Interest Payment Date shall be postponed to the next
succeeding Business Day.
"London Business Day" means any day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
"Interest Period" means the period from and including July 30, 1999
to but excluding November 1, 1999 and each successive period from and including
an Interest Payment Date to but excluding the next Interest Payment Date, and in
the case of the last such period, from and including an Interest Payment Date
immediately preceding Maturity
-2-
to but not including Maturity. If Maturity is not a Business Day, then the
principal amount of the Notes plus accrued and unpaid interest thereon shall be
paid on the next succeeding Business Day and no interest shall accrue for the
Maturity or any day thereafter.
"LIBOR" means the rate on the second London Business Day preceding the
Interest Reset Date for such Interest Rate Period (the "Interest Determination
Date") deteremined by the Company in accordance with the following provisions:
(1) On each Interest Determination Date, the Company will ascertain
the offered rate for three-month deposits in U.S. dollars in the
London interbank market, which appears on the Telerate Page 3750
(as defined below) as of 11:00 a.m. (London time) on such
Interest Determination Date.
(2) If such rate does not appear on the Telerate Page 3750, or the
Telerate Page 3750 is unavailable, the Company will request four
major banks in the London interbank market (the "Reference
Banks") to provide the Company with their offered quotations
(expressed as a rate per annum) for three-month deposits in U.S.
dollars to leading banks in the London interbank market, in
principal amount equal to an amount of not less than $1,000,000
that is representative for a single transaction in such market at
such time, at approximately 11:00 a.m. (London time) on the
Interest Determination Date. If at least two such quotations are
provided, LIBOR on such Interest Determination Date will be the
arithmetic mean (rounded upwards, if necessary, to the nearest
one hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upwards) of such
quotations.
(3) If less than two of the Reference Banks provide the Company with
such offered quotations, LIBOR in respect of that Interest
Determination Date will be the arithmetic mean (rounded upwards,
if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point
rounded upwards) of the rates quoted by three major banks in The
City of New York selected by the Company at approximately 11:00
a.m. (New York City time) on that Interest Determination Date for
three-month loans in U.S. dollars to leading European banks, in a
principal amount equal to not less than $1,000,000 that is
representive for a single transaction in such market at such
time; provided, however, that if the banks selected as aforesaid
by the Company are not quoting as mentioned in this sentence,
LIBOR will be LIBOR in effect on such Interest Determination
Date.
-3-
"Telerate Page 3750" means the display designated as Page "3750" on
Bridge Telerate, Inc. (or such other page as may replace that page on that
service as Page "3750" or such other service or services as may be nominated by
the British Bankers' Association for the purpose of displaying London interbank
offered rates for U.S. dollar deposits).
Interest on the Notes will be computed on the basis of the actual
number of days in the applicable Interest Period divided by 360.
The interest rate on the Notes 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 application.
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Notes, such additional amounts
("Additional Amounts") as are necessary in order that the net payment by the
Company or a paying agent of the principal of and interest on the Notes to a
holder who is a non-United States person (as defined below), after deduction for
any present or future tax, assessment or other governmental charge of the United
States or a political subdivision or taxing authority thereof or therein,
imposed by withholding with respect to the payment, will not be less than the
amount provided in the Notes to be then due and payable; provided, however, that
the foregoing obligation to pay Additional Amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the holder, or a fiduciary,
settlor, beneficiary,
-4-
member or shareholder of the holder if the holder is an estate, trust,
partnership or corporation, or a person holding a power over an estate or
trust administered by a fiduciary holder, being considered as:
(a) being or having been present or engaged in a trade or
business in the United States or having had a permanent establishment
in the United States;
(b) having a current or former relationship with the United
States, including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation that
has accumulated earnings to avoid United States federal income tax;
(d) being or having been a "10-percent shareholder" of the
Company as defined in section 871(h)(3) of the United States Internal
Revenue Code or any successor provision; or
(e) being a bank receiving payments on an extension of credit
made pursuant to a loan agreement entered into in the ordinary course
of its trade or business;
(2) to any holder that is not the sole beneficial owner of the Note,
or a portion thereof, or that is a fiduciary or partnership, but only to
the extent that a beneficiary or settlor with respect to the fiduciary, a
beneficial owner or member of the partnership would not have been entitled
to the payment of an Additional Amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or distributive
share of the payment;
(3) to any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the failure of the holder or any
other person to comply with certification, identification or information
reporting requirements concerning the nationality, residence, identity or
connection with the United States of the holder or beneficial owner of such
Note, if compliance is required by statute, by regulation of the United
States Treasury Department or by an applicable income tax treaty to which
the United States is a party as a precondition to exemption from such tax,
assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is
imposed otherwise than by withholding by the Company or a paying agent from
the payment;
-5-
(5) to any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than
15 days after the payment becomes due or is duly provided for, whichever
occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth
or personal property tax or similar tax, assessment or other governmental
charge;
(7) to any tax, assessment or other governmental charge required to
be withheld by any paying agent from any payment of principal of or
interest on any Note, if such payment can be made without such withholding
by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4), (5),
(6) and (7).
Except as specifically provided herein, the Company shall not be
required to make any payment with respect to any tax, assessment or other
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein.
The term "United States" means the United States of America (including
the States and the District of Columbia) and its territories, its possessions
and other areas subject to its jurisdiction, "United States person" means any
individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States, any state thereof or the District of Columbia (other than a
partnership that is not treated as a United States person under any applicable
Treasury regulations), any estate the income of which is subject to United
States federal income taxation regardless of its source, or any trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in the Treasury regulations, certain
trusts in existence on August 20, 1996, and treated as United States persons
prior to such date that elect to continue to be treated as United States
persons, will also be United States persons. "Non-United States person" means a
person who is not a United States person.
The Company may vary or terminate the appointment of any of its paying
or transfer agencies, and may appoint additional paying or transfer agencies,
but the Company will, as long as any of the Notes remain listed on the
Luxembourg Stock Exchange, maintain a paying and transfer agent having offices
in Luxembourg. So long as any of the Notes remain listed on the Luxembourg
Stock Exchange, notices will be given to holders of Notes by publication at
least once in a daily newspaper of general circulation in Luxembourg.
-6-
This Note is one of a duly authorized issue of Securities of the
Company, issued and to be issued under an Indenture, dated as of April 15, 1985,
as amended (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 thereunder of the Company, the Trustee and
the Holders of the Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered.
The Notes are not subject to redemption by the Company prior to
maturity, provided, however, if, as a result of any change in, or amendment to,
the laws (or any regulations or rulings promulgated thereunder) of the United
States (or any political subdivision or taxing authority thereof or therein), or
any change in, or amendments to, an official position regarding the application
or interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after July 23, 1999, the
Company becomes or, based upon a written opinion of independent counsel selected
by the Company, will become obligated to pay Additional Amounts as described
herein, then the Company may, at its option, redeem, as a whole, but not in
part, the Notes on not less than 30 nor more than 60 days' prior notice, at a
redemption price equal to 100% of their principal amount, together with interest
accrued but unpaid thereon to the date fixed for redemption.
The Notes are not subject to any sinking fund.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
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 aggregate principal amount of the
Notes at the time Outstanding of each series affected thereby. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Notes of each series at the time Outstanding,
on behalf of the Holders of all Notes of each 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.
-7-
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 interest on this Note,
at the time, place, and rate, and in the coin or currency, herein prescribed.
However, the Indenture limits the Holder's rights to enforce the Indenture and
this Note.
As provided in the Indenture and subject to certain limitations set
forth therein and on the face hereof, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations set forth therein and on the face
hereof, the Notes are exchangeable for a like aggregate principal amount of
Notes in authorized denominations as requested by the Holder surrendering the
same. If (x) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for the Notes or if at any time ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its discretion executes and delivers to the Trustee
a Company Order that this Note shall be exchangeable or (z) there shall have
occurred and be continuing an Event of Default with respect to the Notes, this
Note shall be exchangeable for Notes in definitive form of like tenor and of an
equal aggregate principal amount, in denominations of $1,000 and integral
multiples thereof. Such definitive Notes shall be registered in such name or
names as the Depositary shall instruct the Trustee. If definitive Notes are so
delivered, the Company may make such changes to the form of this Note as are
necessary or appropriate to allow for the issuance of such definitive Notes.
No service charge shall be made for any such registration, 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.
Prior to due presentment of this Note for registration or 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.
-8-
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, but
not in this Note, shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
U.S. Bank Trust National Association, as successor Trustee under the Indenture,
or its successor thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefits under the Indenture,
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
CERTIFICATE OF AUTHENTICATION Caterpillar Financial Services
This is one of the Securities of the series Corporation
designated therein referred to in the
within mentioned Indenture.
U.S. Bank Trust National Association, By:__________________________
as Trustee Treasurer
By:_____________________________ Attest:________________________
Authorized Officer Secretary
-9-
