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$39	Preview Subscribers	2003	Placement Agent Agreement Placement Agent Agreement (40K) Doc #426571: Click preview link for longer preview. Organitech USA, Inc. PLACEMENT AGENT AGREEMENT Dated as of: November 3, 2003. The undersigned, Organitech USA, Inc., a Delaware corporation (the "COMPANY"), hereby agrees with Charleston Capital Corporation (the "PLACEMENTAGENT") and Dutchess Private Equities Fund, L.P., a Delaware Limited Partnership (the "INVESTOR") as follows: 1. OFFERING. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Investment Agreement dated . . . 426571	OrganiTECH OrganiTECH USA Inc. ( Agricultural Machinery ) As referenced in this Placement Agent Agreement: Organitech USA, Inc – {DOCUMENT} {TYPE}EX-10.3 {SEQUENCE}5 {FILENAME}d57687_ex10-3.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} Exhibit 10.3 Organitech USA, Inc . PLACEMENT AGENT AGREEMENT Dated as of: November 3, 2003. The undersigned, Organitech USA, Inc., a Delaware corporation (the "COMPANY"), hereby agrees with Charleston Capital Corporation (the "PLACEMENTAGENT") and Dutchess _____________ Organitech USA, Inc – 10.3 {SEQUENCE}5 {FILENAME}d57687_ex10-3.txt {DESCRIPTION}PLACEMENT AGENT AGREEMENT {TEXT} Exhibit 10.3 Organitech USA, Inc. PLACEMENT AGENT AGREEMENT Dated as of: November 3, 2003. The undersigned, Organitech USA, Inc ., a Delaware corporation (the "COMPANY"), hereby agrees with Charleston Capital Corporation (the "PLACEMENTAGENT") and Dutchess Private Equities Fund, L.P., a Delaware Limited Partnership (the "INVESTOR") as follows: 1. _____________ Organitech USA, Inc – Charleston Capital Corporation Attn: Ara Proudian, President 216 East 45th Street, 7th Floor New York, New York 10017 (800) 826-2622 Fax: (212) 244-6955 If to the Company, to: Organitech USA, Inc . Attention: Lior Hessel, CEO PO Box 700 Yoqneam 20692 Israel Telephone: 972-4-959-0515 Facsimile: 972-4-959-0514 If to the Investor: Dutchess Private Equities fund, LP _____________ ORGANITECH USA, INC – other provision of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] {PAGE} 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. ORGANITECH USA, INC . By:___________________ Name: Lior Hessel Title: CEO CHARLESTON CAPITAL COPRORATION: By:___________________ Name: Ara Proudian Title: President INVESTOR: DUTCHESS PRIVATE EQUITIES FUND, L.P. BY ITS GENERAL PARTNER DUTCHESS _____________ dt 1392441
$73	Preview Subscribers	2000	Selling Agent Agreement Selling Agent Agreement (140K) Doc #1681372: Click preview link for longer preview. CATERPILLAR FINANCIAL SERVICES CORPORATION $500,000,000 POWERNOTES(SM) WITH MATURITIES OF 9 MONTHS OR MORE FROM DATE OF ISSUE SELLING AGENT AGREEMENT September 8, 2000 ABN AMRO Incorporated 327 Plaza Real, Suite 225 Boca Raton, FL 33432 Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104 Edward Jones & Co., L.P. 12555 Manchester Des Peres, . . . 1681372	Caterpillar Financial Services Caterpillar Financial Services Corp ; Caterpillar Caterpillar Inc. ( Agricultural Machinery ) As referenced in this Selling Agent Agreement: Caterpillar Inc – forth in clauses (ii), (iii), (iv), (vii) and (viii)(2) and (3) of Section II(b). (e) You shall have received a certificate of the secretary or assistant secretary of Caterpillar Inc . (formerly known as Caterpillar Tractor Co.) as to (i) the Restated Certificate of Incorporation of Caterpillar Inc., (ii) the Bylaws of Caterpillar Inc. and (iii) no amendments to or _____________ Caterpillar Inc – You shall have received a certificate of the secretary or assistant secretary of Caterpillar Inc. (formerly known as Caterpillar Tractor Co.) as to (i) the Restated Certificate of Incorporation of Caterpillar Inc ., (ii) the Bylaws of Caterpillar Inc. and (iii) no amendments to or action taken by Caterpillar Inc. or its directors or officers in contemplation of making any amendment to _____________ Caterpillar Inc – of the secretary or assistant secretary of Caterpillar Inc. (formerly known as Caterpillar Tractor Co.) as to (i) the Restated Certificate of Incorporation of Caterpillar Inc., (ii) the Bylaws of Caterpillar Inc . and (iii) no amendments to or action taken by Caterpillar Inc. or its directors or officers in contemplation of making any amendment to the following agreements between Caterpillar Inc. _____________ Caterpillar Inc – as Caterpillar Tractor Co.) as to (i) the Restated Certificate of Incorporation of Caterpillar Inc., (ii) the Bylaws of Caterpillar Inc. and (iii) no amendments to or action taken by Caterpillar Inc . or its directors or officers in contemplation of making any amendment to the following agreements between Caterpillar Inc. and the Company since the respective dates thereof: (A) the Support _____________ Caterpillar Inc – of Caterpillar Inc. and (iii) no amendments to or action taken by Caterpillar Inc. or its directors or officers in contemplation of making any amendment to the following agreements between Caterpillar Inc . and the Company since the respective dates thereof: (A) the Support Agreement, dated as of December 21, 1984, as amended by First Amendment to the Support Agreement, dated June _____________ dt 1552812 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Selling Agent Agreement: Chase Manhattan Bank, – funds on such date. The Company will make such payment on such Global Notes by instructing the Trustee to withdraw funds from an account maintained by the Company with The Chase Manhattan Bank, by wire transfer to The Chase Manhattan Bank or as otherwise agreed with the Trustee. The Company will confirm such instructions in writing to the Trustee. Prior to 10: _____________ Chase Manhattan Bank – such payment on such Global Notes by instructing the Trustee to withdraw funds from an account maintained by the Company with The Chase Manhattan Bank, by wire transfer to The Chase Manhattan Bank or as otherwise agreed with the Trustee. The Company will confirm such instructions in writing to the Trustee. Prior to 10:00 a.m., New York City time, on the _____________ Chase Manhattan Bank – H" will be settled in accordance with SDFS operating procedures in effect on the Settlement Date. J. The Trustee will credit to an account of the Company maintained at The Chase Manhattan Bank funds available for immediate use in an amount equal to the amount credited to the Trustee's DTC participant account in accordance with Settlement Procedure "G". K. The Trustee will _____________ dt 1427485 ;	Salomon Salomon Smith Barney Inc. ( Financial ) As referenced in this Selling Agent Agreement: Salomon Smith Barney Inc – Capital Markets a division of National Financial Services Corporation) World Trade Center 164 Northern Avenue, ZT3 Boston, MA 02210 PaineWebber Incorporated 1285 Avenue of the Americas New York, NY 10019 Salomon Smith Barney Inc . Seven World Trade Center New York, NY 10048 ----------------------- (SM) Service Mark of Caterpillar Financial Services Corporation 1 <PAGE> 2 Dear Sirs: Caterpillar Financial Services Corporation, a Delaware _____________ SALOMON SMITH BARNEY INC – ZT3 Boston, Massachusetts 02210 Attention: Telefax: 19 <PAGE> 20 PAINEWEBBER INCORPORATED By:___________________________ Title:________________________ PaineWebber Incorporated 1285 Avenue of the Americas New York, NY 10019 Attention: Telefax: SALOMON SMITH BARNEY INC . By:___________________________ Title:________________________ Salomon Smith Barney Inc. Seven World Trade Center New York, New York 10048 Attention: Telefax: 20 <PAGE> 21 EXHIBIT A POWERNOTES(SM) CATERPILLAR _____________ Salomon Smith Barney Inc – PAGE> 20 PAINEWEBBER INCORPORATED By:___________________________ Title:________________________ PaineWebber Incorporated 1285 Avenue of the Americas New York, NY 10019 Attention: Telefax: SALOMON SMITH BARNEY INC. By:___________________________ Title:________________________ Salomon Smith Barney Inc . Seven World Trade Center New York, New York 10048 Attention: Telefax: 20 <PAGE> 21 EXHIBIT A POWERNOTES(SM) CATERPILLAR FINANCIAL SERVICES CORPORATION DEALER AGENT PROGRAM The following _____________ Salomon Smith Barney Inc – amp; Co., L.P., Fidelity Capital Markets, a division of National Financial Services LLC (formerly known as Fidelity Capital Markets, a division of National Financial Services Corporation), PaineWebber Incorporated and Salomon Smith Barney Inc . (collectively, the "Agents") pursuant to a Selling Agent Agreement among the Company and the Agents dated as of the date hereof (the "Selling Agreement") and one or more terms _____________ dt 1349988 ; Orrick Orrick, Herrington & Sutcliffe ( Legal ) As referenced in this Selling Agent Agreement: Orrick, Herrington – to the foregoing effect. The officer making such certificate may rely upon the best of his knowledge as to proceedings threatened. (b) You shall have received a favorable opinion of Orrick, Herrington & Sutcliffe LLP ("Orrick, Herrington & Sutcliffe"), counsel for the Company, dated the Commencement Date, to the effect that (i) the Company has been duly incorporated, is validly existing _____________ "Orrick, Herrington – officer making such certificate may rely upon the best of his knowledge as to proceedings threatened. (b) You shall have received a favorable opinion of Orrick, Herrington & Sutcliffe LLP ("Orrick, Herrington & Sutcliffe"), counsel for the Company, dated the Commencement Date, to the effect that (i) the Company has been duly incorporated, is validly existing as a corporation in good _____________ Orrick, Herrington – iv) this Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid, binding and enforceable obligation of the Company; provided, that, the opinions of Orrick, Herrington & Sutcliffe in (ii), (iii) and (iv) hereof are subject as to enforcement to the laws of bankruptcy, insolvency, reorganization and other laws of general applicability relating to or _____________ Orrick, Herrington – Registration Statement by which the Company is bound; (vii) the Indenture conforms and the Notes will conform in all material respects to the descriptions thereof in the Prospectus; and (viii) Orrick, Herrington & Sutcliffe (1) is of the opinion that each document, if any, filed pursuant to the Securities Exchange Act of 1934, as amended, (the "Exchange Act") (except as to _____________ Orrick, Herrington – opinion that each document, if any, filed pursuant to the Securities Exchange Act of 1934, as amended, (the "Exchange Act") (except as to financial statements contained therein, as to which Orrick, Herrington & Sutcliffe need not express any opinion) and incorporated by reference in the Prospectus complied when so filed as 3 <PAGE> 4 to form in all material _____________ dt 1430298