exv4w3



 




Exhibit 4.3



 




CATERPILLAR FINANCIAL SERVICES CORPORATION,




as Issuer




and




U.S. BANK TRUST NATIONAL ASSOCIATION




(as successor to Continental Bank, National Association)

as Trustee




FIRST SUPPLEMENTAL INDENTURE




dated as of October 1, 2005




to




INDENTURE




dated as of July 15, 1991




Variable Denomination Floating Rate Demand Notes



 




 









 





     FIRST SUPPLEMENTAL INDENTURE, dated as of October 1, 2005 (this “First Supplemental
Indenture”), is by and between CATERPILLAR FINANCIAL SERVICES CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (the “Company”), and U.S.
BANK TRUST NATIONAL ASSOCIATION (as successor to Continental Bank, National Association), a
corporation duly organized and existing under the laws of the United States, as Trustee (the
“Trustee”) under the Indenture of the Company, dated as of July 15, 1991 (the
“Indenture”).



RECITALS




     WHEREAS, the Company has duly authorized the execution and delivery of the Indenture to
provide for the issuance from time to time of its unsecured variable denomination floating rate
demand notes (the “Securities”) pursuant to the Plan (as defined below);



     WHEREAS, Section 901(6) of the Indenture provides that the Company and the Trustee may from
time to time enter into one or more indentures supplemental thereto to cure any ambiguity, or
correct or supplement any provision therein which may be defective or inconsistent with any other
provision therein, or to make any other provisions with respect to matters or questions arising
under the Indenture as shall not adversely affect the interests of the Holders of Securities in any
material respect; and



     WHEREAS, the Company has made modifications to the Plan (as defined below) to change the name
of the “Caterpillar Money Market Account Plan” to “Cat Financial PowerInvestment Plan”, and to
change the name of the “Caterpillar Money Market Account Committee” to “Cat Financial
PowerInvestment Committee”.



     NOW THEREFORE, in consideration of the premises and the agreements contained herein, the
parties hereto agree as follows:



     SECTION 1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings specified in the Indenture.



     SECTION 2. Amendments to Section 101 of the Indenture. The following changes are
hereby made to the defined terms in Section 101 of the Indenture:



     2.1 The defined term “Money Market Account Committee” is hereby deleted in its entirety and
replaced with the following:




     “Cat Financial PowerInvestment Committee” means the Cat Financial PowerInvestment
Committee appointed by the Board of Directors pursuant to the Plan to supervise the
administration of the Plan.



 









 





     2.2 The defined term “Plan” is hereby deleted in its entirety and replaced with the following:




     “Plan” means the Cat Financial PowerInvestment Plan established by the Company, as
amended or supplemented from time to time.



     SECTION 3. Miscellaneous.



     3.1 Ratification. This First Supplemental Indenture is executed by the Company and the
Trustee pursuant to the provisions of subsection (6) of Section 901 of the Indenture, and the terms
and conditions hereof shall be deemed to be part of the Indenture for all purposes. The Indenture,
as amended and supplemented hereby, is in all respects hereby adopted, ratified and confirmed.



     3.2 Representation and Warranty. Each of the parties hereto represents and warrants
that this First Supplemental Indenture has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligations, enforceable in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws now or hereafter in effect affecting the
enforcement of creditors’ rights in general and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity).



     3.3 Governing Law; Parties; Severability. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Whenever in this First Supplemental Indenture
there is reference made to any of the parties hereto, such reference shall also be a reference to
the successors and assigns of such party, including, without limitation, any debtor-in-possession
or trustee. The provisions of this First Supplemental Indenture shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto. If any one or more of the
covenants, agreements, provisions or terms of this First Supplemental Indenture shall for any
reason whatsoever be held invalid, then such provisions shall be deemed severable from the
remaining provisions of this First Supplemental Indenture and shall in no way affect the validity
or enforceability of the remaining provisions.



     3.4 Effectiveness. This First Supplemental Indenture shall be effective as of the date
that Registration Statement on Form S-3 No. 333-114075 is declared effective by the Securities and
Exchange Commission.



     3.5 Counterparts. This First Supplemental Indenture may be executed in any number of
counterparts (and by different parties on separate counterparts), each of which shall be an
original, but all of which together shall constitute one and the same instrument.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed by their respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	CATERPILLAR FINANCIAL SERVICES CORPORATION

 	 
	 	By:  	/s/
Kent M. Adams	 
	 	 	Name: Kent M. Adams	 	 
	 	 	Title: President	 	 
	 




Attest: Michael
G. Sposato



Title: Secretary



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
Raymond S. Haverstock	 
	 	 	Name: Raymond S. Haverstock	 	 
	 	 	Title: Vice President