Credit Agreement (364-Day Facility) Sample Contracts

Caterpillar Financial Services Corp – CREDIT AGREEMENT (364-Day Facility) Dated as of September 13, 2012 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INTERNATIONAL FINANCE LIMITED and CATERPILLAR FINANCE CORPORATION, as Borrowers THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks CITIBANK, N.A., as Agent, CITIBANK INTERNATIONAL PLC, as Local Currency Agent THE BANK OF TOKYO- MITSUBISHI UFJ, LTD., as Japan Local Currency Agent CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and as Joint Lead Arrangers and Joint Bookrunners (September 17th, 2012)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), Caterpillar International Finance Limited, a corporation organized under the laws of Ireland ("CIF"), Caterpillar Finance Corporation, an entity organized under the laws of Japan ("CFC"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the "Banks"), Citibank, N.A. ("Citibank"), as agent (the "Agent") for the Banks hereunder, Citibank International plc, as the Local Currency Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as the Japan Local Currency Agent, agree as follows:

CREDIT AGREEMENT (364-Day Facility) Dated as of September 13, 2012 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INTERNATIONAL FINANCE LIMITED and CATERPILLAR FINANCE CORPORATION, as Borrowers THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks CITIBANK, N.A., as Agent, CITIBANK INTERNATIONAL PLC, as Local Currency Agent THE BANK OF TOKYO- MITSUBISHI UFJ, LTD., as Japan Local Currency Agent CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and as Joint Lead Arrangers and Joint Bookrunners (September 17th, 2012)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), Caterpillar International Finance Limited, a corporation organized under the laws of Ireland ("CIF"), Caterpillar Finance Corporation, an entity organized under the laws of Japan ("CFC"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the "Banks"), Citibank, N.A. ("Citibank"), as agent (the "Agent") for the Banks hereunder, Citibank International plc, as the Local Currency Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as the Japan Local Currency Agent, agree as follows:

Caterpillar Financial Services Corp – CREDIT AGREEMENT (364-Day Facility) Dated as of September 15, 2011 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INTERNATIONAL FINANCE LIMITED and CATERPILLAR FINANCE CORPORATION, as Borrowers THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks CITIBANK, N.A., as Agent, CITIBANK INTERNATIONAL PLC, as Local Currency Agent THE BANK OF TOKYO- MITSUBISHI UFJ, LTD., as Japan Local Currency Agent CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and as Joint Lead Arrangers and Joint Bookrunners (September 16th, 2011)

Caterpillar Inc., a Delaware corporation (Caterpillar), Caterpillar Financial Services Corporation, a Delaware corporation (CFSC), Caterpillar International Finance Limited, a corporation organized under the laws of Ireland (CIF), Caterpillar Finance Corporation, an entity organized under the laws of Japan (CFC), the financial institutions listed on the signature pages hereof and those financial institutions that become Added Banks pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the Banks), Citibank, N.A. (Citibank), as agent (the Agent) for the Banks hereunder, Citibank International plc, as the Local Currency Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as the Japan Local Currency Agent, agree as follows:

CREDIT AGREEMENT (364-Day Facility) Dated as of September 15, 2011 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INTERNATIONAL FINANCE LIMITED and CATERPILLAR FINANCE CORPORATION, as Borrowers THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks CITIBANK, N.A., as Agent, CITIBANK INTERNATIONAL PLC, as Local Currency Agent THE BANK OF TOKYO- MITSUBISHI UFJ, LTD., as Japan Local Currency Agent CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and as Joint Lead Arrangers and Joint Bookrunners (September 16th, 2011)

Caterpillar Inc., a Delaware corporation (Caterpillar), Caterpillar Financial Services Corporation, a Delaware corporation (CFSC), Caterpillar International Finance Limited, a corporation organized under the laws of Ireland (CIF), Caterpillar Finance Corporation, an entity organized under the laws of Japan (CFC), the financial institutions listed on the signature pages hereof and those financial institutions that become Added Banks pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the Banks), Citibank, N.A. (Citibank), as agent (the Agent) for the Banks hereunder, Citibank International plc, as the Local Currency Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as the Japan Local Currency Agent, agree as follows:

Caterpillar Financial Services Corp – CREDIT AGREEMENT (364-Day Facility) Dated as of September 16, 2010 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INTERNATIONAL FINANCE LIMITED and CATERPILLAR FINANCE CORPORATION, as Borrowers THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks CITIBANK, N.A., as Agent, CITIBANK INTERNATIONAL PLC, as Local Currency Agent THE BANK OF TOKYO- MITSUBISHI UFJ, LTD., as Japan Local Currency Agent CITIGROUP GLOBAL MARKETS INC., BANC OF AMERICA SECURITIES LLC and as Joint Lead Arrangers and Joint Bookrunners (September 21st, 2010)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), Caterpillar International Finance Limited, a corporation organized under the laws of Ireland ("CIF"), Caterpillar Finance Corporation, an entity organized under the laws of Japan ("CFC"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Se ction 2.05(c), in each case together with their respective successors and assigns (the "Banks"), Citibank, N.A. ("Citibank"), as agent (the "Agent") for the Banks hereunder, Citibank International plc, as the Local Currency Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as the Japan Local Currency Agent, agree as follows:

CREDIT AGREEMENT (364-Day Facility) Dated as of September 16, 2010 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INTERNATIONAL FINANCE LIMITED and CATERPILLAR FINANCE CORPORATION, as Borrowers THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks CITIBANK, N.A., as Agent, CITIBANK INTERNATIONAL PLC, as Local Currency Agent THE BANK OF TOKYO- MITSUBISHI UFJ, LTD., as Japan Local Currency Agent CITIGROUP GLOBAL MARKETS INC., BANC OF AMERICA SECURITIES LLC and as Joint Lead Arrangers and Joint Bookrunners (September 21st, 2010)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), Caterpillar International Finance Limited, a corporation organized under the laws of Ireland ("CIF"), Caterpillar Finance Corporation, an entity organized under the laws of Japan ("CFC"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Se ction 2.05(c), in each case together with their respective successors and assigns (the "Banks"), Citibank, N.A. ("Citibank"), as agent (the "Agent") for the Banks hereunder, Citibank International plc, as the Local Currency Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as the Japan Local Currency Agent, agree as follows:

Caterpillar Financial Services Corp – CREDIT AGREEMENT (364-Day Facility) Dated as of September 17, 2009 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, and CATERPILLAR FINANCE CORPORATION, as Borrowers THE FINANCIAL INSTITUTIONS NAMED HEREIN as Banks CITIBANK, N.A., as Agent, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Japan Local Currency Agent THE ROYAL BANK OF SCOTLAND PLC, BANK OF AMERICA, N.A., BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC, J.P. MORGAN SECURITIES, INC. And SOCIETE GENERALE as Arrangers and CITIGROUP GLOBAL MARKETS INC., as Sole Lead Arranger and Sole Bookrunner (September 23rd, 2009)
AMENDMENT NO. 1 to CREDIT AGREEMENT (364-Day FACILITY) (September 23rd, 2009)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (364-DAY FACILITY) (this "Amendment"), dated as of September 17, 2009, is entered into by and among Caterpillar Inc. ("Caterpillar") and Caterpillar Financial Services Corporation ("CFSC", and together with Caterpillar, the "Borrowers"), the Banks parties hereto (the "Banks") and Citibank, N.A., as Administrative Agent (the "Administrative Agent") under the Credit Agreement (as defined below). Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

Caterpillar Financial Services Corp – AMENDMENT NO. 1 to CREDIT AGREEMENT (364-Day FACILITY) (September 23rd, 2009)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (364-DAY FACILITY) (this "Amendment"), dated as of September 17, 2009, is entered into by and among Caterpillar Inc. ("Caterpillar") and Caterpillar Financial Services Corporation ("CFSC", and together with Caterpillar, the "Borrowers"), the Banks parties hereto (the "Banks") and Citibank, N.A., as Administrative Agent (the "Administrative Agent") under the Credit Agreement (as defined below). Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

CREDIT AGREEMENT (364-Day Facility) Dated as of September 17, 2009 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, and CATERPILLAR FINANCE CORPORATION, as Borrowers THE FINANCIAL INSTITUTIONS NAMED HEREIN as Banks CITIBANK, N.A., as Agent, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Japan Local Currency Agent THE ROYAL BANK OF SCOTLAND PLC, BANK OF AMERICA, N.A., BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC, J.P. MORGAN SECURITIES, INC. And SOCIETE GENERALE as Arrangers and CITIGROUP GLOBAL MARKETS INC., as Sole Lead Arranger and Sole Bookrunner (September 23rd, 2009)
CREDIT AGREEMENT (364-Day Facility) Dated as of March 31, 2009 Among CATERPILLAR INC., and CATERPILLAR FINANCIAL SERVICES CORPORATION, as Borrowers, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks, CITIBANK, N.A., as Administrative Agent, and COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and SOCIETE GENERALE, as Co-Syndication Agents And (April 8th, 2009)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the "Banks"), and Citibank, N.A. ("Citibank"), as administrative agent (the "Administrative Agent") for the Banks hereunder, agree as follows:

Caterpillar Financial Services Corp – CREDIT AGREEMENT (364-Day Facility) Dated as of March 31, 2009 Among CATERPILLAR INC., and CATERPILLAR FINANCIAL SERVICES CORPORATION, as Borrowers, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks, CITIBANK, N.A., as Administrative Agent, and COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and SOCIETE GENERALE, as Co-Syndication Agents And (April 8th, 2009)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the "Banks"), and Citibank, N.A. ("Citibank"), as administrative agent (the "Administrative Agent") for the Banks hereunder, agree as follows:

CREDIT AGREEMENT (364-Day Facility) Dated as of March 31, 2009 Among CATERPILLAR INC., and CATERPILLAR FINANCIAL SERVICES CORPORATION, as Borrowers, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks, CITIBANK, N.A., as Administrative Agent, and COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and SOCIETE GENERALE, as Co-Syndication Agents And (April 6th, 2009)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the "Banks"), and Citibank, N.A. ("Citibank"), as administrative agent (the "Administrative Agent") for the Banks hereunder, agree as follows:

Caterpillar Financial Services Corp – CREDIT AGREEMENT (364-Day Facility) Dated as of March 31, 2009 Among CATERPILLAR INC., and CATERPILLAR FINANCIAL SERVICES CORPORATION, as Borrowers, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks, CITIBANK, N.A., as Administrative Agent, and COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and SOCIT GNRALE, as Co-Syndication Agents And (April 6th, 2009)

Caterpillar Inc., a Delaware corporation (Caterpillar), Caterpillar Financial Services Corporation, a Delaware corporation (CFSC), the financial institutions listed on the signature pages hereof and those financial institutions that become Added Banks pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the Banks), and Citibank, N.A. (Citibank), as administrative agent (the Administrative Agent) for the Banks hereunder, agree as follows:

Caterpillar Financial Services Corp – CONSENT, WAIVER AND AMENDMENT NO. 2 to CREDIT AGREEMENT (364-Day FACILITY) (January 26th, 2009)

This CONSENT, WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT (364-DAY FACILITY) (this "Agreement"), dated as of January 23, 2009, is entered into by and among, Caterpillar Financial Services Corporation (the "Borrower"), the Banks parties hereto (the "Banks"), and Societe Generale ("SG"), as agent (the "Agent") under the Credit Agreement defined below. Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

AMENDMENT NO. 1 to CREDIT AGREEMENT (364-Day FACILITY) (January 26th, 2009)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (364-DAY FACILITY) (this "Amendment"), dated as of January 23, 2009, is entered into by and among Caterpillar Inc. ("Caterpillar"), Caterpillar Financial Services Corporation ("CFSC") and Caterpillar Finance Corporation ("CFC", and together with Caterpillar and CFSC, the "Borrowers"), the Banks and Japan Local Currency Banks parties hereto (collectively, the "Banks"), The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Japan Local Currency Agent (the "Japan Local Currency Agent") and as Japan Local Currency Bank (the "Japan Local Currency Bank") under the Credit Agreement (as defined below) and Citibank, N.A., as Agent (the "Administrative Agent" and together with the Japan Local Currency Agent, the "Agents") under the Credit Agreement. Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

Caterpillar Financial Services Corp – AMENDMENT NO. 1 to CREDIT AGREEMENT (364-Day FACILITY) (January 26th, 2009)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (364-DAY FACILITY) (this "Amendment"), dated as of January 23, 2009, is entered into by and among Caterpillar Inc. ("Caterpillar"), Caterpillar Financial Services Corporation ("CFSC") and Caterpillar Finance Corporation ("CFC", and together with Caterpillar and CFSC, the "Borrowers"), the Banks and Japan Local Currency Banks parties hereto (collectively, the "Banks"), The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Japan Local Currency Agent (the "Japan Local Currency Agent") and as Japan Local Currency Bank (the "Japan Local Currency Bank") under the Credit Agreement (as defined below) and Citibank, N.A., as Agent (the "Administrative Agent" and together with the Japan Local Currency Agent, the "Agents") under the Credit Agreement. Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement.