0001104659-12-058785 Sample Contracts

Contract
Registration Rights Agreement • August 20th, 2012 • Caterpillar Inc • Construction machinery & equip

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT (THE “REGISTRATION RIGHTS AGREEMENT”) AMONG CATERPILLAR INC. AND THE LEAD DEALER MANAGERS NAMED THEREIN, DATED AS OF AUGUST 15, 2012. THE COMPANY WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO ITS PRINCIPAL PLACE OF BUSINESS.

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CATERPILLAR INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 20th, 2012 • Caterpillar Inc • Construction machinery & equip • New York

Caterpillar Inc., a Delaware corporation (the “Company”), has made offers to exchange (the “Exchange Offers”) (i) any and all of (A) its outstanding 7 3/8 % Debentures due 2097 (the “2097 Debentures”), (B) its outstanding 6.95% Debentures due 2042 (the “2042 Debentures”, (C) its outstanding 8.250% Debentures due 2038 (the “2038 Debentures”) , (D) its outstanding 7.30% Debentures due 2031 (the “2031 Debentures”) and (E) its outstanding 6.625% Senior Debentures due 2028 (the “2028 Debentures”), and (ii) all or a portion of (A) its outstanding 5.200% Senior Notes due 2041 (the “2041 Debentures”) and (B) its outstanding 6.050% Debentures due 2036 (the “2036 Debentures” and, together with the 2097 Debentures, 2042 Debentures, 2038 Debentures, 2031 Debentures, 2028 Debentures, and 2041 Debentures, the “Existing Securities”), for a combination of cash and up to $2,000,000,000 aggregate principal amount of newly issued debt securities of the Company maturing in 2042 and bearing an interest rat

Contract
Registration Rights Agreement • August 20th, 2012 • Caterpillar Inc • Construction machinery & equip

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT (THE “REGISTRATION RIGHTS AGREEMENT”) AMONG CATERPILLAR INC. AND THE LEAD DEALER MANAGERS NAMED THEREIN, DATED AS OF AUGUST 15, 2012. THE COMPANY WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO ITS PRINCIPAL PLACE OF BUSINESS.

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