EXHIBIT
10.13






CREDIT
AGREEMENT


(364-Day
Facility)






Dated
as of July 15, 2008






Among






CATERPILLAR
FINANCIAL SERVICES CORPORATION,


as
Borrower






THE
FINANCIAL INSTITUTIONS NAMED HEREIN


as Banks






and








SOCIETE
GENERALE,


as Agent




TABLE
OF CONTENTS


ARTICLE
      I DEFINITIONS AND ACCOUNTING TERMS


SECTION
      1.01.  Certain Defined
Terms


SECTION
      1.02.  Computation of Time
Periods


SECTION
      1.03.  Accounting Terms


ARTICLE
      II AMOUNTS AND TERMS OF THE
ADVANCES


SECTION
      2.01.  The Advances


SECTION
      2.02.  Making the
Advances


SECTION
      2.03. [Reserved.]


SECTION
      2.04.  Fees


SECTION
      2.05.  Reduction of the Commitments; Bank
    Additions


SECTION
      2.06.  Repayment of
Advances


SECTION
      2.07.  Interest on
Advances


SECTION
      2.08.  Interest Rate
Determination


SECTION
      2.09.  Prepayments of
Advances


SECTION
      2.10.  Increased Costs; Capital Adequacy;
    Illegality


SECTION
      2.11.  Payments and
Computations


SECTION
      2.12.  Taxes


SECTION
      2.13.  Sharing of Payments,
Etc


SECTION
      2.14.  Tax Forms


ARTICLE
      III CONDITIONS OF LENDING


SECTION
      3.01.  Conditions Precedent to Initial
  Advances


SECTION
      3.02.  Conditions Precedent to Each
  Borrowing


SECTION
      3.03.  Conditions Precedent to Certain
  Borrowings


ARTICLE
      IV REPRESENTATIONS AND WARRANTIES


SECTION
      4.01.  Representations and Warranties of the
      Borrower


ARTICLE
      V COVENANTS OF THE BORROWER


SECTION
      5.01.  Affirmative
Covenants


SECTION
      5.02.  Negative Covenants


SECTION
      5.03.  Financial
Covenants


ARTICLE
      VI EVENTS OF DEFAULT


SECTION
      6.01.  Events of Default


ARTICLE
      VII THE AGENT


SECTION
      7.01.  Authorization and
Action


SECTION
      7.02.  Agent’s Reliance,
Etc.


SECTION
      7.03.  SG and Affiliates


SECTION
      7.04.  Bank Credit
Decision


SECTION
      7.05.  Indemnification


SECTION
      7.06.  Successor Agent


ARTICLE
      VIII MISCELLANEOUS


SECTION
      8.01.  Amendments, Etc.


SECTION
      8.02.  Notices, Etc.


SECTION
      8.03.  No Waiver;
Remedies


SECTION
      8.04.  Costs, Expenses and
Taxes


SECTION
      8.05.  Right of Set-off


SECTION
      8.06.  Binding Effect


SECTION
      8.07.  Assignments and
Participations


SECTION
      8.08.  Governing Law; Submission to Jurisdiction; Service of
      Process


SECTION
      8.09.  [Reserved]


SECTION
      8.10.  Execution in
Counterparts


SECTION
      8.11.  Waiver of Jury
Trial


SECTION
      8.12.  USA Patriot Act
Notification


SECTION
      8.13.  Confidentiality











EXHIBITS




Exhibit
A                      Form
of Note




Exhibit
B-1                 
 Notice of Borrowing




Exhibit
B-2                   Notice
of Bank Addition




Exhibit
C-1                   Form
of Assignment and Acceptance




Exhibit
C-2                  
Form of Assumption and Acceptance




Exhibit
D                      Form
of Opinion of Counsel for CFSC




Exhibit
E                      Form
of Opinion of Special New York Counsel to the Agent




Exhibit
F                      Form
of Compliance Certificate







CREDIT
AGREEMENT


(364-Day
Facility)




Dated
as of July 15, 2008




Caterpillar
Financial Services Corporation, a Delaware corporation (“CFSC” or the “Borrower”), 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 Société
Générale (“SG”), as agent (the
“Agent”) for
the Banks hereunder, agree as follows:




ARTICLE
I




DEFINITIONS
AND ACCOUNTING TERMS




SECTION
1.01.  Certain Defined
Terms.  As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):




“Accumulated Other
Comprehensive Income” means for CFSC on any date of determination the
aggregate amount, as such amount appears in CFSC’s financial statements,
compiled in accordance with generally accepted accounting principles, of (x)
CFSC’s translation adjustments related to its foreign currency transactions and
(y) adjustments to the market value of CFSC’s derivative instruments, as such
amounts are required to appear in CFSC’s financial statements pursuant to FASB
133.




“Added Bank” means any
Bank which becomes a Bank hereunder, or whose Commitment is increased (to the
extent of such increase), pursuant to an Assumption and Acceptance as provided
in Section
2.05(c).




“Advance” means an
advance by a Bank to the Borrower as part of a Borrowing and refers to a Base
Rate Advance or a Eurodollar Advance, each of which shall be a “Type” of
Advance.




“Adjusted LIBOR Rate”
means, with respect to any Eurodollar Advance for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (a) the LIBO Rate (the rate appearing on Reuters Screen LIBOR01 Page at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period) for such Interest Period multiplied
by (b) the Statutory Reserve Rate (a fraction, the numerator of which is the
number one and the denominator of which is the number one minus the Statutory
Reserve Rate Percentage (expressed as a decimal)); provided, that if
Reuters Screen LIBOR01 is not available to the Agent for any reason, the
applicable Adjusted LIBOR Rate for the relevant Interest Period shall instead be
the applicable British Bankers’ Association Interest Settlement Rate as reported
by any other generally recognized financial information service as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
and having a maturity equal to such Interest Period.




“Agreement” means this
Credit Agreement (364-Day Facility) as it may from time to time be further
amended, restated, supplemented or otherwise modified from time to
time.




“ApplicableEurodollar Margin”
has the meaning specified in Section
2.07(b).




“Assignment and
Acceptance” means an assignment and acceptance entered into by an
assigning Bank and an assignee, and accepted by the Agent, in accordance with
Section 8.07
and in substantially the form of Exhibit C-1
hereto.




“Assumption and
Acceptance” means an assumption and acceptance executed by an Added Bank
and the Borrower, and accepted by the Agent, in accordance with Section 2.05(c) and
in substantially the form of Exhibit C-2
hereto.




“Available Commitment”
means, as to any Bank at any time, such Bank’s Commitment at such time minus the aggregate
amount of such Bank’s outstanding Advances.




“Bank” has the meaning
specified in the introductory paragraph hereof.  To the extent
applicable, any reference to a Bank or the Banks includes a reference to its
affiliate, branch or agency.




“Bank Addition” has
the meaning specified in Section
2.05(c).




“Base Rate” means, for
any Interest Period or any other period, a fluctuating interest rate per annum
as shall be in effect from time to time which rate per annum shall at all times
be equal to the higher of:




(a)           the
rate of interest announced publicly by SG in New York, New York, from time to
time, as SG’s base rate; and




(b)           1/2
of one percent above the Federal Funds Rate as in effect from time to
time.




“Base Rate Advance”
means an Advance which bears interest as provided in Section
2.07(a).




“Board of Directors”
means either the board of directors of the Borrower or any duly authorized
committee of that board.




“Borrower” has the
meaning set forth in the preamble to this Agreement.




“Borrowing” means a
borrowing consisting of simultaneous Advances of the same Type made to the
Borrower by each of the Banks pursuant to Section
2.01.




“Business Day” means a
day of the year (i) on which banks are not required or authorized to close in
New York City or Chicago, Illinois, and (ii) if the applicable Business Day
relates to any Eurodollar Advance, on which dealings are carried on in the
London interbank market




“Caterpillar” means
Caterpillar, Inc., a Delaware corporation.




“CFSC Consolidated
Debt” means, as at any date, the aggregate Debt of CFSC and its
Subsidiaries at such date excluding all obligations of CFSC (up to a maximum
amount equal to 5% of CFSC’s total assets at such date) pursuant to guaranties
of dealers’ obligations to the Dealer Capital Access Trust.




“CFSC Purchase Claims”
means the outstanding liens on or claims against or in respect of CFSC’s
accounts receivable arising out of the sale or securitization by CFSC of its
accounts receivable.




“Change of Control”
means that Caterpillar shall cease to own free and clear of all liens, claims,
security interests or other encumbrances, 100% of the outstanding shares of
voting stock of CFSC on a fully diluted basis.




“Citibank Facilities”
means each of (i) that certain Credit Agreement (Five Year Facility), dated as
of September 21, 2006, among the Borrower, Caterpillar, Caterpillar Finance
Corporation and Caterpillar International Finance Limited, as Borrowers
thereunder, certain financial institutions party thereto, Citibank N.A. (“Citibank”), as agent
for such financial institutions, The Bank of Tokyo Mitsubishi UFJ, Ltd. (“BTMU”), as Japan
Local Currency Agent, and Citibank International plc, as Local Currency Agent,
(ii) that certain Credit Agreement (364-Day Facility), dated as of September 20,
2007, among the Borrower, Caterpillar and Caterpillar Finance Corporation as
Borrowers thereunder, the financial institutions party thereto, Citibank, as
agent for such financial institutions, and BTMU, as Japan Local Currency Agent
and (iii) that certain Credit Agreement (Five-Year Facility), dated as of
September 20, 2007, among the Borrower, Caterpillar and Caterpillar Finance
Corporation as Borrowers thereunder, certain financial institutions party
thereto, Citibank, as agent for such financial institutions, and BTMU, as Japan
Local Currency Agent, in each case, as the same may be amended, restated,
supplemented, replaced or otherwise modified from time to time.




“Closing Date” means
July 15, 2008.




“Code” means the
Internal Revenue Code of 1986, as amended from time to time, and any successor
statute.




“Commitment” means,
for each Bank, the obligation of such Bank to make Advances in an aggregate
amount not to exceed the amount set forth opposite such Bank’s name under the
“Commitment” heading on its signature page hereto, or on the signature page of
the Assignment and Acceptance or Assumption and Acceptance by which it became a
Bank hereunder, as such amount may be increased or reduced pursuant to the terms
of this Agreement.




“Commitment Fee” has
the meaning specified in Section
2.04.




“Commitment Fee Rate”
means 0.20% per annum.




“Consolidated Net Tangible
Assets” means as of any particular time, for the Borrower, the aggregate
amount of assets after deducting therefrom (a) all current liabilities, (b) any
current liability which has been reclassified as a long-term liability because
such liability by its terms is extendable or renewable at the option of the
obligor thereon to a time more than 12 months after the time as of which the
amount thereof is being computed, and (c) all goodwill, excess of cost over
assets acquired, patents, copyrights, trademarks, trade names, unamortized debt
discount and expense and other like intangibles, all as shown in the most recent
consolidated financial statements of the Borrower and its Subsidiaries prepared
in accordance with generally accepted accounting principles.




“Consolidated Net
Worth” means as at any date, (i) for Caterpillar, the stockholders’
equity (including preferred stock) of Caterpillar at such date, and (ii) for
CFSC, the stockholders’ equity (including preferred stock but excluding
Accumulated Other Comprehensive Income) of CFSC on such date.




“Credit Rating” means,
at any time, the credit rating on the Borrower’s long-term senior unsecured debt
then most recently publicly announced by either Moody’s or S&P, and “Credit Ratings” means
such credit ratings from both Moody’s and S&P.




“Debt” means (i)
indebtedness for borrowed money, (ii) obligations evidenced by bonds,
debentures, notes or other similar instruments, (iii) obligations to pay the
deferred purchase price of property or services, (iv) obligations as lessee
under leases which shall have been or should be, in accordance with generally
accepted accounting principles, recorded as capital leases, (v) obligations
under direct or indirect guaranties in respect of, and obligations (contingent
or otherwise) to purchase or otherwise acquire, or otherwise to assure a
creditor against loss in respect of, indebtedness or obligations of others of
the kinds referred to in clauses (i) through (iv) above, and (vi) liabilities in
respect of unfunded vested benefits under Plans covered by Title IV of ERISA;
provided, however, for purposes
of Section
5.03(a) only, clause (vi) above shall include only those liabilities of
the Borrower and all ERISA Affiliates for the Borrower’s then current fiscal
year (and, if such liabilities are still outstanding, for prior fiscal years) to
(a) all single employer plans (as defined in Section 4001(a)(15) of ERISA) to
meet the minimum funding standard requirements of Section 412(a) of the Code
(without regard to any waiver under Section 412(d) of the Code) and (b) all
multiemployer plans (as defined in Section 4001(a)(3) of ERISA) for all required
contributions and payments.




“Defaulting Bank” has
the meaning specified in Section
2.02(c).




“Dollars” and the sign
“$” each means
lawful money of the United States of America.




“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any successor statute.




“ERISA Affiliate”
means each trade or business (whether or not incorporated) which together with
the Borrower or a Subsidiary of the Borrower would be deemed to be a single
employer” within the meaning of Section 4001 of ERISA.




“ERISA Termination
Event” means (i) a “Reportable Event” described in Section 4043 of ERISA
and the regulations issued thereunder (other than a “Reportable Event” not
subject to the provision for 30-day notice to the PBGC under such regulations),
or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from a
“single employer” Plan during a plan year in which it was a “substantial
employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii)
the filing of a notice of intent to terminate a Plan or the treatment of a Plan
amendment as a termination under Section 4041 of ERISA, or (iv) the institution
of proceedings to terminate a Plan by the PBGC or (v) any other event or
condition which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan or (vi)
the partial or complete withdrawal of the Borrower or any ERISA Affiliate of the
Borrower from a “multiemployer plan” as defined in Section 4001(a) of
ERISA.




“Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to
time.




“Eurodollar Advance”
means an Advance which bears interest as provided in Section
2.07(b).




“Events of Default”
has the meaning specified in Section
6.01.




“Facility Termination
Date” means the earlier to occur of (i) the Scheduled Termination Date
and (ii) the date of termination in whole of the Commitments pursuant to Section 2.05(a) or
6.01.




“Federal Funds Rate”
means, for any period, a fluctuating interest rate per annum equal for each day
during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by the Agent from three Federal funds brokers of recognized standing
selected by it.




“Interest Expense” has
the meaning specified in Section
5.03(b).




“Interest Period”
means for each Advance comprising part of the same Borrowing, the period
commencing on the date of such Advance, and ending on the last day of the period
selected by the Borrower pursuant to the provisions below.  The
duration of each such Interest Period shall be (a) in the case of a Base Rate
Advance, 30 days and (b) in the case of a Eurodollar Advance, 1, 2, 3 or 6
months, in each case as the Borrower may, in the Notice of Borrowing requesting
such Advance, select; provided, however,
that:




(i)  the
duration of any Interest Period which would otherwise end after the Facility
Termination Date shall end on the Facility Termination Date;




(ii)  Interest
Periods commencing on the same date for Advances comprising part of the same
Borrowing shall be of the same duration; and




(iii)  whenever
the last day of any Interest Period would otherwise occur on a day other than a
Business Day, the last day of such Interest Period shall be extended to occur on
the next succeeding Business Day, provided, in the case
of any Interest Period for a Eurodollar Advance, that if such extension would
cause the last day of such Interest Period to occur in the next following
calendar month, the last day of such Interest Period shall occur on the next
preceding Business Day.




“Lending Office”
means, with respect to any Bank, the office of such Bank specified as such on
its respective signature page hereto, or such other office of such Bank as such
Bank may from time to time specify to the Borrower and the Agent.




“Leverage Ratio” has
the meaning specified in Section
5.03(a).




“Majority Banks” means
(i) at any time that there are fewer than three Banks, Banks holding 100% of the
Commitments, or if the Commitments have been terminated, Banks holding 100% of
the then aggregate unpaid principal amount of the Advances, (ii) at any time
that there are three Banks, two Banks holding more than 66 2/3% of the
Commitments, or if the Commitments have been terminated, two Banks holding more
than 66 2/3% of the then aggregate unpaid principal amount of the Advances, and
(iii) at any time that there are four or more Banks, Banks holding more than 50%
of the Commitments, or if the Commitments have been terminated, Banks holding
more than 50% of the then aggregate unpaid principal amount of the
Advances.




“Moody’s” means
Moody’s Investors Service, Inc. or any successor thereto, and if Moody’s ceases
to issue ratings of the type described herein with respect to Persons generally,
then the Borrower and the Agent, with the consent of the Majority Banks, shall
agree upon a mutually acceptable replacement debt rating agency and shall
further agree, upon determination of such replacement agency, to determine
appropriate equivalent ratings levels to replace those contained
herein.




“Note” has the meaning
specified in Section
2.02(f).




“Notice of Borrowing”
has the meaning specified in Section
2.02(a).




“Payment Office” means
the principal office of SG in New York City, located on the date hereof at 1221
Avenue of the Americas, New York, New York 10020, or such other office of the
Agent as shall be from time to time selected by it by written notice to the
Borrower and the Banks.




“PBGC” means the
Pension Benefit Guaranty Corporation, or any successor thereto.




“Person” means an
individual, partnership, corporation (including a business trust), limited
liability company, joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.




“Plan” means any
multiemployer plan or single employer plan, as defined in Section 4001 and
subject to Title IV of ERISA, which is maintained, or at any time during the
five calendar years preceding the date of this Agreement was maintained, for
employees of the Borrower or a Subsidiary of the Borrower or an ERISA
Affiliate.




“Royal Bank” means
Royal Bank of Canada.




“Register” has the
meaning specified in Section
8.07(c).




“Scheduled Termination
Date” means July 14, 2009.




“SG” has the meaning
set forth in the preamble to this Agreement.




“S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., or any successor thereto, and if S&P ceases to issue ratings of the
type described herein with respect to Persons generally, then the Borrower and
the Agent, with the consent of the Majority Banks, shall agree upon a mutually
acceptable replacement debt rating agency and shall further agree, upon
determination of such replacement agency, to determine appropriate equivalent
ratings levels to replace those contained herein.




“Statutory Reserve Rate
Percentage” means for any date that percentage (expressed as a decimal)
which is in effect on such date, as prescribed by the Board of Governors of the
Federal Reserve System for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for a member bank of the Federal Reserve System in New York
City with deposits exceeding five billion dollars in respect of Eurocurrency
Liabilities having a term equal to the applicable Interest Period (or in respect
of any other category of liabilities which includes deposits by reference to
which the interest rate on Eurodollar Advances is determined or any category of
extensions of credit or other assets which includes loans by a non-United States
office of any bank to United States residents).




“Subsidiary” means (i)
with respect to the Borrower, a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Borrower or by
one or more other Subsidiaries, or by the Borrower and one or more other
Subsidiaries and (ii) with respect to Caterpillar, a corporation more than 50%
of the outstanding voting stock of which is owned, directly or indirectly, by
Caterpillar or by one or more other Subsidiaries, or by Caterpillar and one or
more other Subsidiaries.  For the purposes of this definition, “voting
stock” means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.




“Support Agreement”
means that certain Support Agreement dated as of December 21, 1984, amended June
14, 1995, between Caterpillar and CFSC, as the same may be amended or modified
in accordance with the terms of Section 5.02(c) and
in effect from time to time.




“Total Commitment”
means, at any time, the sum of all of the Banks’ Commitments at such
time.




“Type”, when used in
reference to any Advance, has the meaning specified in the definition of
“Advance”.




“USA Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56,115
Stat. 272 (2001), as amended.




SECTION
1.02.  Computation of Time
Periods.  In this Agreement in the computation of periods of
time from a specified date to a later specified date, the word “from” means
“from and including” and the words “to” and “until” each means “to but
excluding”.




SECTION
1.03.  Accounting
Terms.  All accounting terms not specifically defined herein
shall be construed in accordance with generally accepted accounting principles
in the United States consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(e) and
all references contained herein to generally accepted accounting principles
shall mean United States generally accepted accounting principles.




ARTICLE
II




AMOUNTS
AND TERMS OF THE ADVANCES




SECTION
2.01.  The
Advances.  Each Bank severally agrees, on the terms and
conditions hereinafter set forth, to make Advances in Dollars to the Borrower
from time to time on any Business Day during the period from the Closing Date
until the Facility Termination Date in a amount not to exceed such Bank’s
Available Commitment at such time; provided, however, that at no
time shall the amount of (i) the outstanding Advances exceed the Total
Commitment or (ii) any Bank’s Advances exceed such Bank’s
Commitment.  Each Borrowing shall be in an aggregate amount not less
than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and
shall consist of Advances of the same Type made on the same day by the Banks
ratably according to their respective Available Commitments.  Within
the limits of each Bank’s Commitment, the Borrower may from time to time borrow,
repay pursuant to Section 2.06 or
prepay pursuant to Section 2.09, and
reborrow under this Section
2.01.




SECTION
2.02.  Making the
Advances.




(a)  Each
Borrowing shall be made on notice, given not later than 11:00 A.M. (New York
City time) on the date of the proposed Borrowing (in the case of a Borrowing
comprised of Base Rate Advances), or not later than 11:00 A.M. (New York City
time) on the third Business Day prior to the date of the proposed Borrowing (in
the case of a Borrowing comprised of Eurodollar Advances), by the Borrower to
the Agent, which shall give to each Bank prompt notice thereof by
facsimile.  Each such notice of a Borrowing (a “Notice of Borrowing”)
shall be by facsimile, confirmed immediately in writing, in substantially the
form of Exhibit
B-1 hereto, specifying therein the requested (i) date of such Borrowing,
(ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such
Borrowing, (iv) Interest Period for the Advances and (v) account to which the
proceeds of such Borrowing shall be made available.  In the case of
each proposed Borrowing, the Agent shall promptly notify each Bank of such
Bank’s ratable share of such Borrowing based upon the Available Commitments of
the Banks, and in the case of a proposed Borrowing comprised of Eurodollar
Advances, the Agent shall promptly notify each Bank of the applicable interest
rate under Section
2.07(b).  Each Bank shall, before 1:00 p.m. (New York City
time) on the date of such Borrowing, make available to the Agent at the Payment
Office, in same day funds, such Bank’s ratable portion of such
Borrowing.  After the Agent’s receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the
Agent will promptly make such same day funds available to the account specified
by the Borrower in the Notice of Borrowing.




(b)  Each
Notice of a Borrowing shall be irrevocable and binding on the
Borrower.  In the case of any Borrowing which the related Notice of
Borrowing specifies is to be comprised of Eurodollar Advances, the Borrower
shall indemnify each Bank against any loss, cost or expense incurred by such
Bank as a direct result of the failure of the Borrower, for any reason other
than a default by such Bank, to borrow the requested Advances on the date
specified in the Notice of Borrowing.  Such indemnification shall
include, without limitation, any loss, cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Bank to
fund the Advance to be made by such Bank as part of such Borrowing; provided, however, that any
indemnification for such losses, costs and expenses shall be limited to an
amount equal to (i) the principal amount of the Advance to be made by such Bank
times (ii) the
number of days in the requested Interest Period, divided by 360 times (iii) the
interest differential between the interest rate based on the Adjusted LIBOR Rate
which would have applied to such Advance and the rate of interest which would
apply if the Borrower had requested on the date of the requested Borrowing a
Borrowing comprised of Advances of the same Type for a period equal to the
requested Interest Period.  A certificate describing in reasonable
detail the amount of such losses, costs and expenses, submitted to the Borrower
and the Agent by such Bank, shall create a rebuttable presumption of such
losses, costs or expenses.




(c)  Unless
the Agent shall have received notice from a Bank prior to the time of any
Borrowing that such Bank will not make available to the Agent such Bank’s
ratable portion of such Borrowing, the Agent may assume that such Bank has made
such portion available to the Agent on the date of such Borrowing in accordance
with subsection (a) of this Section 2.02 and the
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount.  If and to the extent that such Bank
shall not have so made such ratable portion available to the Agent, such Bank
(the “Defaulting
Bank”) and the Borrower severally agree to repay to the Agent forthwith
on demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Agent, at (i) in the case of the Borrower, the interest
rate applicable at the time to Advances comprising such Borrowing and (ii) in
the case of such Defaulting Bank, the Federal Funds Rate.  If such
Defaulting Bank shall repay to the Agent such corresponding amount, together
with interest thereon as required in the immediately preceding sentence, such
amount so repaid shall constitute such Bank’s Advance as part of such Borrowing
for purposes of this Agreement and such Bank shall be entitled to all rights in
respect of such Advance, including the right to receive interest from the date
funds in connection therewith shall have been made available to the
Borrower.  If the Borrower shall repay to the Agent such corresponding
amount, such repayment shall not relieve the Defaulting Bank from its obligation
to make its ratable portion of such Borrowing available to the
Borrower.  Nothing contained herein shall impair the right of the
Borrower to the performance by any Bank of such Bank’s obligations
hereunder.  In the event that any Bank shall at any time fail to make
its ratable portion of any Borrowing available to the Agent for disbursement to
the Borrower, the Agent shall make inquiry of such Defaulting Bank as to the
circumstances giving rise to such failure and shall promptly advise the Borrower
of the response, if any, the Agent shall have received in connection with such
inquiry; provided that no
failure or delay on the part of the Agent to make such inquiry shall relieve the
Borrower or the Defaulting Bank of its obligation to repay any amount made
available by the Agent to the Borrower in anticipation of receiving such
Defaulting Bank’s portion of such Borrowing.




(d)  The
failure of any Bank to make the Advance to be made by it as part of any
Borrowing shall not relieve any other Bank of its obligation, if any, hereunder
to make its Advance on the date of such Borrowing, but no Bank shall be
responsible for the failure of any other Bank to make the Advance to be made by
such other Bank on the date of any Borrowing.  Nothing contained
herein shall impair the rights and remedies of the Borrower requesting any
Borrowing against any Bank under applicable law as a result of such Bank’s
failure to make the Advance to be made by it as part of such
Borrowing.




(e)  Any
Bank may make, carry or transfer Advances at, to or for the account of, any of
its branch offices or the office of an affiliate at the Bank; provided, however, no affiliate
of any Bank shall be deemed a party to this Agreement or shall have any rights,
liability or obligation under this Agreement unless such Bank and such affiliate
shall have executed and delivered, and the Agent shall have accepted, an
Assignment and Acceptance in accordance with Section 8.07, and
then such affiliate shall have rights and obligations hereunder only to the
extent contemplated therein.




(f)  Each
Bank shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Bank resulting from each
Advance made by such Bank from time to time, including the amounts of principal
and interest payable and paid to such Bank from time to time
hereunder.  The Agent shall also maintain accounts in which it will
record (a) the amount of each Advance made hereunder, the Type thereof and the
Interest Period with respect thereto, (b) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Bank hereunder and (c) the amount of any sum received by the Agent hereunder
from the Borrower and each Bank’s share thereof.  Entries recorded
pursuant to the foregoing shall be prima facie evidence of the
existence and amounts of the Borrower’s obligations; provided, however, that the failure of
the Agent or any Bank to maintain such accounts or any error therein shall not
in any manner affect the obligation of the Borrower to repay its obligations
hereunder in accordance with their terms.  Any Bank may request that
its Advances be evidenced by a promissory note in substantially the form of
Exhibit A (a
“Note”).  In
such event, the Borrower shall prepare, execute and deliver to such Bank such
Note payable to the order of such Bank.  Thereafter, the Advances
evidenced by such Note and interest thereon shall at all times (prior to any
assignment pursuant to Section 8.07) be represented by one or more Notes payable
to the order of the payee named therein, except to the extent that any such Bank
subsequently returns any such Note for cancellation and requests that such
Advances once again be evidenced as described above.




SECTION
2.03.  [Reserved.]




SECTION
2.04.  Fees.




(a)  On
the Closing Date the Borrower shall pay to each of SG and Royal Bank an upfront
fee in the amount equal to the product of (i) 0.05%  and (ii) each of
SG’s and Royal Bank’s respective Commitments.




(b)  The
Borrower shall pay to the Agent, for the account of each Bank, a fee (each a
“Commitment
Fee” and collectively, the “Commitment Fees”)
calculated on a daily basis by multiplying the Commitment Fee Rate for each Bank
by the excess of such Bank’s Commitment as in effect on such day over the
outstanding Advances from such Bank on such day.  The Commitment Fee
shall be payable quarterly in arrears, commencing on October 1, 2008, for the
period commencing on the Closing Date and ending on September 30, 2008,
inclusive, on the first Business Day of each calendar quarter thereafter for the
period of the immediately preceding calendar quarter, and on the Facility
Termination Date for the period since the last payment of Commitment
Fees.




SECTION
2.05.  Reduction of the
Commitments; Bank Additions.  (a) The Borrower shall have the
right, upon at least three (3) Business Days’ notice to the Agent, to terminate
in whole or reduce ratably in part the unused portions of the respective
Commitments of the Banks; provided that the
aggregate amount of Commitments shall not be reduced to an amount which is less
than the sum of the aggregate principal amount of the Advances then outstanding,
and provided,
further, that
each partial reduction shall be in the aggregate amount of $5,000,000 or an
integral multiple thereof.




(b)           [Reserved]




(c)           In
the event that the amount of Total Commitments on the Closing Date is less than
$500,000,000, the Borrower shall have the right, upon at least five (5) Business
Days’ notice to the Agent, to add one or more bank or banks as new Banks
hereunder, or to increase the Commitment of any existing Bank with such existing
Bank’s consent, pursuant to the terms hereof (any such addition of a new Bank or
increase in the Commitment of an existing Bank upon the request of the Borrower
pursuant to this Section 2.05(c) being
referred to as a “Bank
Addition”); provided that (i)
such proposed Bank, in the case of a bank not already a Bank hereunder, is
acceptable to the Agent (the acceptance of the Agent not to be unreasonably
withheld) and (ii) after giving effect to the proposed Bank Addition, the Total
Commitment would not exceed $500,000,000.  Each notice of a proposed
Bank Addition (a “Notice of Bank
Addition”) shall be by facsimile, confirmed immediately in writing, in
substantially the form of Exhibit B-2 hereto,
specifying therein (i) the name and address of the proposed Added Bank, (ii) the
date on which the Borrower wishes such Bank Addition to become effective and
(iii) the amount of the Commitment such Added Bank would have hereunder after
giving effect to such Bank Addition.  If the conditions set forth in
the proviso contained in the first sentence of this Section 2.05(c) have
been satisfied, the Agent shall forward to such Added Bank and the Borrower for
execution by such Added Bank and the Borrower an Assumption and
Acceptance.  The Added Bank shall, upon such execution, return the
executed Assumption and Acceptance to the Agent, for the Agent’s acceptance
thereof.




Upon
such execution, delivery and acceptance, from and after the effective date
specified in each Assumption and Acceptance, the Added Bank shall, in addition
to the rights and obligations hereunder held by it immediately prior to such
effective date (if any), have the rights and obligations hereunder that have
been assumed by it pursuant to such Assumption and Acceptance and, in the case
of a bank not previously a Bank hereunder, shall become a Bank
hereunder.




By
executing and delivering an Assumption and Acceptance, each Added Bank confirms
to and agrees with each party hereto as follows:  (i) neither the
Agent nor any Bank makes any representation or warranty, nor assumes any
responsibility with respect to, any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (ii) neither the
Agent nor any Bank makes any representation or warranty, nor assumes any
responsibility with respect to, the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant
hereto.




The
Agent shall maintain at its address referred to in Section 8.02 a copy
of each Assumption and Acceptance delivered to and accepted by
it.  Such copies shall be available for inspection by the Borrower or
any Bank at any reasonable time and from time to time upon reasonable prior
notice.




Upon
its receipt of an Assumption and Acceptance executed by an Added Bank and the
Borrower the Agent shall, if such Assumption and Acceptance has been completed
and is in substantially the form of Exhibit C-2 hereto,
(i) accept such Assumption and Acceptance, and (ii) give prompt notice thereof
to the Borrower.  Within five (5) Business Days after receipt of such
notice, if requested by an Added Bank, the Borrower, at its own expense, shall
execute and deliver to the Agent a new Note or Notes to the order of such Added
Bank.  Such new Note or Notes shall be dated the effective date of
such Assumption and Acceptance and shall otherwise be in substantially the form
of Exhibit A
hereto.




(d)           If
there are any Advances outstanding on the effective date of any Assumption and
Acceptance, the Added Bank shall purchase from the other Banks such
participations in such Advances as shall be necessary to cause such Added Bank
to share ratably (based on the proportion that such Added Bank’s Commitment
bears to the Total Commitment after giving effect to the Bank Addition) in each
such Advance.  To purchase such participations, the Added Bank shall
before 12:00 noon (New York City time) on the effective date of its Assumption
and Acceptance, make available for the account of its Lending Office to the
Agent at its address referred to in Section 8.02, in same
day funds, such Added Bank’s ratable portion (based on the proportion that such
Added Bank’s Commitment (or the increase in such Added Bank’s Commitment, in the
case of an Added Bank which is an existing Bank hereunder) bears to the Total
Commitment after giving effect to the Bank Addition) of each Borrowing then
outstanding, together with an amount equal to such ratable portion of the
interest which has accrued to such date and remains unpaid on such
Borrowing.  After the Agent’s receipt of such funds, the Agent will
promptly make such same day funds available to the account of each Bank in an
amount to such Bank’s ratable portion of such payment by the Added
Bank.




SECTION
2.06.  Repayment of
Advances.  The Borrower shall repay the principal amount (or
the portion thereof remaining after giving effect to any earlier partial
prepayments thereof) of each Advance made to the Borrower by each Bank on the
last day of the Interest Period for such Advance.




SECTION
2.07.  Interest on
Advances.  The Borrower shall pay interest on the unpaid
principal amount of each Advance made to the Borrower by each Bank from the date
of such Advance until such principal amount shall be paid in full, at the
following rates per annum:




(a)  Base Rate
Advances.  If such Advance is a Base Rate Advance, a rate per
annum equal at all times during the Interest Period for such Advance to the Base
Rate in effect from time to time payable on the last day of such Interest Period
(or, with respect to any portion thereof that shall be prepaid pursuant to Section 2.09 or
otherwise in accordance with the terms of this Agreement, on the date of such
prepayment).




(b) Eurodollar
Advances.  If such Advance is a Eurodollar Advance, a rate per
annum equal at all times during the Interest Period for such Advance to the sum
of the Adjusted LIBOR Rate for such Interest Period plus the Applicable
Eurodollar Margin, payable on the last day of such Interest Period (or, with
respect to any portion thereof that shall be prepaid pursuant to Section 2.09 or
otherwise in accordance with the terms of this Agreement, on the date of such
prepayment) and, if such Interest Period has a duration of more than three
months, on the day which occurs during such Interest Period three months from
the first day of such Interest Period.  “Applicable Eurodollar
Margin” means, in respect of any Eurodollar Advance, a rate per annum
equal to 0.75%;provided, however, that during
any Interest Period when the aggregate outstanding amount of Advances for any
Bank exceeds 50% of the amount of such Bank’s Commitment, the “Applicable Eurodollar
Margin” for such Bank shall be a rate per annum equal to
0.85%.




(c)  Post-Default
Interest.  Upon the occurrence, and during the continuance, of
any Event of Default, the unpaid principal amount of each Advance shall bear
interest at a rate per annum equal at all times to 2% per annum above the rate
per annum otherwise required to be paid on such Advance in accordance with
subsection (a) or (b) above; provided that any
amount of principal which is not paid when due (whether at stated maturity, by
acceleration or otherwise) shall bear interest, from the date on which such
amount is due until such amount is paid in full, payable on demand, at a rate
per annum equal at all times to the greater of (x) 2% per annum above the Base
Rate in effect from time to time and (y) 2% per annum above the rate per annum
required to be paid on such Advance immediately prior to the date on which such
amount became due.




SECTION
2.08.  Interest Rate
Determination.  The Agent shall give prompt notice to the
Borrower and the Banks of the applicable interest rate determined by the Agent
for purposes of Section 2.07(a) or
(b).




SECTION
2.09.  Prepayments of
Advances.  The Borrower may, upon at least two (2) Business
Days’ notice to the Agent stating (i) the proposed date and aggregate principal
amount of the prepayment and (ii) the Advances (which shall be part of the same
Borrowing) to which such prepayment is to be applied, and if such notice is
given the Borrower shall, prepay the outstanding principal amounts of the
Advances comprising part of the same Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that (x)
each partial prepayment shall be in an aggregate principal amount of not less
than $5,000,000 and in an integral multiple of $1,000,000 in excess thereof and
(y) in the case of any such prepayment of a Eurodollar Advance, the Borrower
shall be obligated to reimburse the applicable Banks in respect thereof pursuant
to Section
8.04(b).




SECTION
2.10.  Increased Costs; Capital
Adequacy; Illegality.  (a)  If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Bank of agreeing to make or
making, funding or maintaining Eurodollar Advances, then the Borrower shall from
time to time, upon written demand by such Bank (with a copy of such demand to
the Agent), pay to the Agent for the account of such Bank additional amounts
sufficient to compensate such Bank for such increased cost.  A
certificate describing in reasonable detail the amount of such increased cost,
submitted to the Borrower and the Agent by such Bank, shall create a rebuttable
presumption of such increased cost.




(b)           If
any Bank determines that compliance with any law or regulation or any guideline
or request from any central bank or other governmental authority (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by such Bank or by any Person controlling such Bank
and that the amount of such capital is increased by or based upon the existence
of such Bank’s Advances or commitment to lend hereunder, then, upon written
demand by such Bank (with a copy of such demand to the Agent), the Borrower
shall immediately pay to the Agent for the account of such Bank, from time to
time as specified by such Bank, additional amounts sufficient to compensate such
Bank (or, if applicable, such Person controlling such Bank) in the light of such
circumstances, to the extent that such Bank reasonably determines such increase
in capital to be allocable to the existence of such Bank’s commitment to lend
hereunder.  A certificate describing in reasonable detail such amounts
submitted to the Borrower by such Bank shall be conclusive and binding for all
purposes, absent manifest error.




(c)           If
any Bank shall notify the Agent that the introduction of or any change in or in
the interpretation of any law or regulation makes it unlawful, or that any
central bank or other governmental authority asserts that it is unlawful, for
such Bank or its Eurodollar Lending Office to perform its obligations hereunder
to make Eurodollar Advances or to fund or maintain Eurodollar Advances
hereunder, (i) Eurodollar Advances of such Bank to the Borrower then outstanding
shall begin bearing interest at the Base Rate for the Interest Period selected
by the Borrower in accordance with the procedures of Section 2.02(a),
notwithstanding any prior election by the Borrower to the contrary, either (x)
one Business Day after such notice, or (y) if such Bank may lawfully continue to
maintain and fund such Advances at the applicable Adjusted LIBOR Rate to a later
day during such Interest Period, on such later day (in which case the Borrower
shall in addition reimburse such Bank for any resulting losses as provided in
Section
8.04(b)) and (ii) the obligation of such Bank to make Eurodollar Advances
shall be suspended until such Bank shall notify the Agent that the circumstances
causing such suspension no longer exist, and until such notification has been
given, such Bank shall fund its Advance made in connection with each Borrowing
comprised of Eurodollar Advances as a Base Rate Advance.




(d)           If
the Majority Banks shall, at least one Business Day before the date of any
requested Borrowing, notify the Agent that the Adjusted LIBOR Rate for
Eurodollar Advances comprising such Borrowing will not adequately reflect the
cost to such Majority Banks of making or funding their respective Eurodollar
Advances for such Borrowing, the Agent shall so notify the Borrower, and the
right of the requesting Borrower to select the Adjusted LIBOR Rate for such
Borrowing, and the right of the Borrower to select the Adjusted LIBOR Rate for
any subsequent Borrowing, shall be suspended until the Agent shall notify the
Borrower and the Banks that the circumstances causing such suspension no longer
exist, and each Advance comprising such Borrowing shall be a Base Rate
Advance.




(e)           In
the event that a Bank (an “Affected Bank”)
demands payment from the Borrower at any time pursuant to subsection (a) or (b)
of this Section
2.10, then from such time and for so long thereafter as such Bank remains
an Affected Bank, the Borrower may either (1) terminate such Affected Bank’s
Commitment hereunder or (2) replace such Affected Bank with another bank or
banks acceptable to the Agent (the consent of the Agent not to be unreasonably
withheld); provided that (i) no
Event of Default has occurred and is continuing at such time, (ii) in the case
of (2), the Affected Bank and the replacement bank(s) execute and deliver to the
Agent an Assignment and Acceptance and such other documents, agreements and
instruments as the Agent may reasonably require in order to effectuate the
assumption by such replacement bank(s) of the Affected Bank’s obligations
hereunder and (iii) the Affected Bank has been paid all amounts due to it
hereunder.  In no event shall the replacement of an Affected Bank
impair or otherwise affect the obligation of the Borrower to make the payments
demanded by such Affected Bank pursuant to this Section 2.10 and, if
applicable, Section
8.04(b).




SECTION
2.11.  Payments and
Computations.




(a)  The
Borrower shall make each payment hereunder and under the Notes, without set-off,
deduction, or counterclaim, not later than 11:00 A.M. (New York City time) on
the day when due to the Agent in same day funds by deposit of such funds to the
Agent’s account maintained at the Payment Office in New York
City.  The Agent will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest or fees ratably (other
than amounts payable pursuant to Section 2.02(c),
2.05(d), 2.10, 2.12 or 8.04) to the
applicable Banks for the account of their respective Lending Offices, and like
funds relating to the payment of any other amount payable to any Bank to such
Bank for the account of its Lending Office, in each case to be applied in
accordance with the terms of this Agreement.




(b)  All
computations of interest based on the Base Rate determined pursuant to clause
(a) of the definition thereof shall be made by the Agent on the basis of a year
of 365 or 366 days, as the case may be; and all computations of interest based
on the Adjusted LIBOR Rate or the Federal Funds Rate, and all computations of
the Commitment Fees shall be made by the Agent on the basis of a year of 360
days, in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or
Commitment Fees are payable.  Each determination by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.




(c)  Whenever
any payment hereunder or under the Notes shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or Commitment Fees, as the case may be; provided, however, if such
extension would cause payment of interest on or principal of Eurodollar Advances
to be made in the next following calendar month, such payment shall be made on
the next preceding Business Day and such contraction of time shall in such case
reduce the days included in the computation of payment of interest.




(d)  Unless
the Agent shall have received notice from the Borrower prior to the date on
which any payment is due to the Banks hereunder that the Borrower will not make
such payment in full, the Agent may assume that the Borrower has made such
payment in full to the Agent on such date and the Agent may, in reliance upon
such assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank.  If and to the extent that the
Borrower shall not have so made such payment in full to the Agent, each Bank
shall repay to the Agent forthwith on demand such amount distributed to such
Bank together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Agent, at the Federal Funds Rate.




SECTION
2.12.  Taxes.  (a)  Any
and all payments by the Borrower hereunder or under each of the Notes shall be
made, in accordance with Section 2.11, free
and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the
case of each Bank and the Agent, taxes imposed on its income, and franchise
taxes imposed on it, by the jurisdiction under the laws of which such Bank or
the Agent (as the case may be) is organized or any political subdivision thereof
and, in the case of each Bank, taxes imposed on its income, and franchise taxes
imposed on it, by the jurisdiction of such Bank’s Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to
as “Taxes”).  If
the Borrower shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder or under any Note to any Bank or the Agent, (i) the
sum payable by the Borrower shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.12) such
Bank or the Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.




(b)           In
addition, the Borrower agrees to pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or under the Notes or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or the
Notes (hereinafter referred to as “Other
Taxes”).




(c)           The
Borrower will indemnify each Bank and the Agent for the full amount of Taxes or
Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by
any jurisdiction on amounts payable under this Section 2.12) paid by
such Bank or the Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect
thereto.  This indemnification shall be made within 30 days from the
date such Bank or the Agent (as the case may be) makes written demand
therefor.




(d)           Within
30 days after the date of any payment of Taxes, the Borrower will furnish to the
Agent, at its address referred to in Section 8.02, a copy
of a receipt evidencing payment thereof; provided, however, that such
copy shall be furnished solely for the purpose of enabling the Agent to verify
the payment of such Taxes by the Borrower as required above.  If no
Taxes are payable in respect of any payment hereunder or under the Notes, the
Borrower will furnish to the Agent, at such address, a certificate from each
appropriate taxing authority, or an opinion of counsel acceptable to the Agent,
in either case stating that such payment is exempt from or not subject to Taxes;
provided, however, that if any
Bank or the Agent, as a recipient of payments called for hereunder, shall be
exempt from or entitled to a reduced rate of any Taxes, particularly those
imposed by way of withholding, whether by virtue of the provisions of a relevant
treaty or otherwise, it shall be incumbent upon such Bank or the Agent to (a) so
inform the Borrower, (b) furnish to the Borrower whatever certification or other
documentation may be required by law or regulation to establish such exemption
or reduced rate, and (c) cooperate with the Borrower in any and all other
respects to the extent necessary to establish such exemption or eligibility for
reduced rate.




(e)           Any
Bank whose Advances have resulted in the imposition of Taxes shall use its best
efforts (consistent with its internal policy and legal and regulatory
restrictions) to take such steps as would eliminate or reduce the amount of such
Taxes; provided
that no such steps shall be required to be taken if, in the reasonable judgment
of such Bank, such steps would be disadvantageous to such Bank.




(f)           Without
prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrower contained in this Section 2.12 shall
survive the payment in full of principal and interest hereunder and under the
Notes.




SECTION
2.13.  Sharing of Payments,
Etc.  If any Bank shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Advances made by it (other than pursuant to Sections 2.02(c),
2.05(d), 2.10, 2.12 or 8.04) in excess of
its ratable share of payments on account of the Advances obtained by all the
Banks, such Bank shall forthwith notify the Agent thereof and purchase from the
other Banks such participations in the Advances made by them as shall be
necessary to cause such purchasing Bank to share the excess payment ratably with
each of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from such
purchasing Bank, such purchase from each Bank shall be rescinded and such Bank
shall repay to the purchasing Bank the purchase price to the extent of such
recovery together with an amount equal to such Bank’s ratable share (according
to the proportion of (i) the amount of such Bank’s required repayment to (ii)
the total amount so recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the total amount so
recovered.  The Borrower agrees that any Bank so purchasing a
participation from another Bank pursuant to this Section 2.13 may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Bank were the direct creditor of the Borrower in the amount of such
participation.




SECTION
2.14.  Tax
Forms.  Each Bank that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower
and the Agent, on or before the Closing Date (or in the case of any Person
becoming a Bank hereunder pursuant to Section 2.05(c) or
Section 8.07,
on or before the date of acceptance by the Agent of the applicable Assumption
and Acceptance or Assignment and Acceptance), duly completed and signed copies
of either Form W-8BEN (relating to such Bank and entitling it to a complete
exemption from withholding on all amounts to be received by such Bank at any
Lending Office designated by such Bank, including fees, under this Agreement) or
Form W-8ECI (relating to all amounts to be received by such Bank at any Lending
Office designated by such Bank, including fees, under this Agreement) of the
United States Internal Revenue Service and Form W-8BEN (relating to the foreign
status exemption from United States federal income tax backup withholding), or,
in any such case, such successor forms as shall be adopted from time to time by
the relevant United States taxing authorities.  Thereafter and from
time to time, each such Bank shall, to the extent it may lawfully do so, submit
to the Borrower and the Agent such additional duly completed and signed copies
of one or the other of such forms (or such successor forms as shall be adopted
from time to time by the relevant United States taxing authorities) as may be
(i) requested by the Borrower or the Agent from such Bank and (ii) required
under then-current United States law or regulations to determine the United
States withholding taxes on payment in respect of all amounts to be received by
such Bank at any Lending Office designated by such Bank, including fees, under
this Agreement.  Upon the request of the Borrower or the Agent, each
Bank that is a United States person (as such term is defined in Section
7701(a)(30) of the Code) shall submit to the Borrower and the Agent a
certificate to the effect that it is such a United States person.  If
any Bank determines that it is unable to submit to the Borrower and the Agent
any form or certificate that such Bank is obligated to submit pursuant to this
Section 2.14,
or that such Bank is required to withdraw or cancel any such form or certificate
previously submitted, such Bank shall promptly notify the Borrower and the Agent
of such fact.




ARTICLE
III




CONDITIONS
OF LENDING




SECTION
3.01.  Conditions Precedent to
Initial Advances.  The obligation of each Bank to make its
initial Advance on or after the Closing Date is subject to the condition
precedent that the Agent shall have received the following on or before the
Closing Date, each dated the Closing Date, in form and substance satisfactory to
the Agent and in sufficient copies for each Bank:




(a)  A
fully executed copy of this Agreement.




(b)  Certified
copy of the resolutions of the Board of Directors of the Borrower evidencing
corporate authority to execute and deliver this Agreement, the Notes and the
other documents to be delivered hereunder, and of all documents evidencing other
necessary corporate action and governmental approvals, if any, with respect to
this Agreement, the Notes and the other documents to be delivered
hereunder.




(c)  A
certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the names and true signatures of the officers of the Borrower
authorized to sign this Agreement and the Notes and the other documents to be
delivered hereunder.




(d)  A
favorable opinion of counsel for the Borrower, given upon its express
instructions, substantially in the form of Exhibit D
hereto.




(e)  A
favorable opinion of Sidley Austin LLP, counsel for the Agent, given upon the
Agent’s express instructions, substantially in the form of Exhibit E
hereto.




In
addition, the obligation of each Bank requesting Notes to make its initial
Advance is subject to the further condition precedent that the Agent shall have
received, on or before the day of the initial Borrowing, the Notes dated the
Closing Date and payable to the order of such Bank.




SECTION
3.02.  Conditions Precedent to Each
Borrowing.  The obligation of each Bank to make an Advance on
the occasion of each Borrowing (including the initial Borrowing) shall be
subject to the further conditions precedent that on the date of such
Borrowing:




(a)  the
following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and the acceptance by the Borrower of the proceeds of such
Borrowing shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing such statements are true):




(i)  The
representations and warranties contained in Section 4.01
(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof) are correct on and as of the date of such Borrowing,
before and after giving effect to such Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date, and




(ii)  No
event has occurred and is continuing, or would result from such Borrowing or
from the application of the proceeds therefrom, which constitutes an Event of
Default; and




(b)  the
Agent shall have received such other approvals, opinions or documents as any
Bank through the Agent may reasonably request.




SECTION
3.03.  Conditions Precedent to
Certain Borrowings.  The obligation of each Bank to make that
portion of an Advance on the occasion of any Borrowing which would increase the
aggregate outstanding amount of Advances owing to such Bank over the aggregate
amount of such Advances outstanding immediately prior to the making of such
Advance shall be subject to the further conditions precedent that on the date of
such Borrowing the following statements shall be true (and each of the giving of
the applicable Notice of Borrowing and the acceptance by the Borrower of the
proceeds of such Borrowing shall constitute a representation and warranty by the
Borrower that on the date of such Borrowing such statements are
true):  (i) the representations and warranties contained in subsection
(f) of Section
4.01 are correct on and as of the date of such Borrowing, before and
after giving effect to such Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date, and (ii) no event has occurred
and is continuing, or would result from such Borrowing or from the application
of the proceeds therefrom, which would constitute an Event of Default with
respect to the Borrower but for the requirement that notice be given or time
elapse or both.




ARTICLE
IV




REPRESENTATIONS
AND WARRANTIES




SECTION
4.01.  Representations and
Warranties of the Borrower.  The Borrower represents and
warrants as of the Closing Date and on each date specified in Article III, as
follows:




(a)  Organization;
Qualification.  The Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is duly qualified to transact business and is in good standing as a foreign
corporation in every jurisdiction in which failure to qualify may materially
adversely affect (i) the financial condition or operations of the Borrower and
its consolidated Subsidiaries taken as a whole or (ii) the ability of the
Borrower to perform its obligations under this Agreement and its
Notes.




(b)  Authority; No
Conflict.  The execution, delivery and performance by the
Borrower of this Agreement and its Notes are within the Borrower’s corporate
powers, have been duly authorized by all necessary corporate action, and do not
contravene (i) the Borrower’s charter or by-laws or (ii) any law or any
contractual restriction binding on or affecting the Borrower.




(c)  Governmental
Consents.  No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by the Borrower of this
Agreement or its Notes.




(d)  Execution;
Enforceability.  This Agreement has been duly executed and
delivered by a duly authorized officer of the Borrower.  Upon
execution of this Agreement by the Agent and when the Agent shall have been
notified by each Bank that such Bank has executed this Agreement, this Agreement
will be, and the Borrower’s Notes when executed and delivered hereunder will be,
legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms, except as enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting creditors’ rights generally
and by the effect of general principles of equity.




(e)  Accuracy of Information;
Material Adverse Change.  The balance sheets of the Borrower
and its Subsidiaries as at December 31, 2007, and March 31, 2008, and the
related statements of income and retained earnings of the Borrower and its
Subsidiaries for the fiscal year and three month period, respectively, then
ended, copies of which have been furnished to each Bank, fairly present the
financial condition of the Borrower and its Subsidiaries as at such dates and
the results of the operations of the Borrower and its Subsidiaries for such
periods, all in accordance with generally accepted accounting principles
consistently applied.  Since December 31, 2007, there has been no
material adverse change in such condition or operations.




(f)  Litigation; Loss
Contingencies.  There is no pending or threatened action or
proceeding affecting the Borrower or any of its Subsidiaries before any court,
governmental agency or arbitrator which is reasonably likely to materially
adversely affect the financial condition or operations of the Borrower and its
consolidated Subsidiaries taken as a whole or which purports to affect the
legality, validity or enforceability of this Agreement or any Note or which may
materially adversely affect the ability of the Borrower to perform its
obligations under this Agreement and its Notes.




(g)  Margin
Stock.  The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U issued by the Board of Governors of the Federal
Reserve System), and no proceeds of any Advance will be used to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock.




(h)  ERISA.  Each
Plan of the Borrower is in substantial compliance with ERISA, the Code and
regulations thereunder.  No Plan has an accumulated or waived funding
deficiency within the meaning of Section 412 of the Code.  Neither the
Borrower nor any ERISA Affiliate nor any fiduciary of any Plan which is not a
Multiemployer Plan (as defined in Section 4001(a)(3) of ERISA) (i) has engaged
in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975
of the Code or (ii) has taken or failed to take any action which would
constitute or result in an ERISA Termination Event.  Neither the
Borrower nor any ERISA Affiliate has (i) failed to make a required contribution
or payment to a Multiemployer Plan or (ii) made a complete or partial withdrawal
under Sections 4203 or 4205 of ERISA from a Multiemployer
Plan.  Neither the Borrower nor any ERISA Affiliate has failed to make
a required installment or any other required payment under Section 412 of the
Code on or before the due date for such installment or other
payment.  Neither the Borrower nor any ERISA Affiliate has incurred
any liability to the PBGC which remains outstanding other than the payment of
premiums, and there are no premium payments which have become due which are
unpaid.




(i)  Taxes;
Assessments.  The Borrower has paid or discharged, or caused to
be paid or discharged, before the same shall have become delinquent, all taxes,
assessments and governmental charges levied or imposed upon the Borrower or any
Subsidiary of the Borrower or upon the income, profits or property of the
Borrower or any Subsidiary of the Borrower, other than such taxes, assessments
and governmental charges the amount, applicability or validity of which is being
contested in good faith by appropriate proceedings and for which adequate
reserves have been established.




(j)  Not an Investment
Company.  Neither the Borrower nor any of its Subsidiaries is
an “investment company” or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as
amended.




ARTICLE
V




COVENANTS
OF THE BORROWER




SECTION
5.01.  Affirmative
Covenants.  So long as any Advance shall remain unpaid or any
Bank shall have any Commitment hereunder, the Borrower will, unless the Majority
Banks shall otherwise consent in writing:




(a)  Corporate Existence,
Etc.  Subject to Section 5.02(b), do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory) and franchises;
provided, however, that the
Borrower shall not be required to preserve any such right or franchise if its
board of directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Borrower and that the loss
thereof is not disadvantageous in any material respect to the
Banks.




(b)  Compliance with Laws,
Etc.  Comply, and cause each of its Subsidiaries to comply, in
all material respects with all applicable laws, rules, regulations and orders,
noncompliance with which may materially adversely affect (i) the financial
condition or operations of the Borrower and its consolidated Subsidiaries taken
as a whole or (ii) the ability of the Borrower to perform its obligations under
this Agreement and its Notes.




(c)  Maintenance of
Properties.  Cause all properties used or useful in the conduct
of its business or the business of any of its Subsidiaries to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Borrower may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided, however, that nothing
in this Section shall prevent the Borrower from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the
reasonable judgment of the Borrower, desirable in the conduct of its business or
the business of any Subsidiary of the Borrower and not disadvantageous in any
material respect to the Banks.




(d)  Payment of Taxes and Other
Claims.  Pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Borrower or any of its
Subsidiaries or upon the income, profits or property of the Borrower or any of
its Subsidiaries, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Borrower
or any of its Subsidiaries; provided, however, that the
Borrower shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate
proceedings.




(e)  Use of
Proceeds.  Use all proceeds of Advances solely for general
corporate purposes, including, but not limited to, repaying or prepaying
Advances in accordance with the terms of this Agreement.




(f)  Reporting
Requirements.  Furnish to the Banks:




(i)  as
soon as available and in any event within forty-five (45) days after the end of
each of the first three quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
such quarter, and a consolidated statement of income and retained earnings of
the Borrower and its Subsidiaries for the period commencing at the end of the
previous fiscal year and ending with the end of such quarter;




(ii)  as
soon as available and in any event within ninety (90) days after the end of each
fiscal year of the Borrower, a copy of the annual report for such year for the
Borrower and its Subsidiaries, containing consolidated financial statements of
the Borrower and its Subsidiaries for such year, certified (A) in a manner
acceptable to the Majority Banks by PricewaterhouseCoopers L.L.P. or other
independent public accountants acceptable to the Majority Banks and (B) as may
be required under the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and all rules and regulations enacted under or
in connection therewith;




(iii)  together
with each delivery of any financial statements pursuant to clauses (i) and (ii)
above, a Compliance Certificate in substantially the form of Exhibit F hereto, as
applicable, demonstrating in reasonable detail compliance as at the end of the
applicable accounting periods with the covenants contained in Section
5.03.




(iv)  as
soon as possible and in any event within five (5) days after the occurrence of
each Event of Default and each event which, with the giving of notice or lapse
of time, or both, would constitute an Event of Default, continuing on the date
of such statement, a statement of the chief financial officer of the Borrower
setting forth details of such Event of Default or event and the action which the
Borrower has taken and proposes to take with respect thereto;




(v)  promptly
after the sending or filing thereof, copies of all reports which the Borrower
sends to any of its security holders, and copies of all reports and registration
statements (without exhibits) which the Borrower or any of its Subsidiaries
(without duplication) files with the Securities and Exchange Commission or any
national securities exchange, in each case without duplication of materials
furnished to the Banks pursuant to clauses (i) or (ii) of this subsection
(f);




(vi)  promptly
after the written request of the Agent or any Bank, copies of all reports and
notices which the Borrower or any Subsidiary of the Borrower files under ERISA
with the Internal Revenue Service or the PBGC or the U.S. Department of Labor or
which the Borrower or any Subsidiary of the Borrower receives from any such
Person;




(vii)  promptly
after (A) the occurrence thereof, notice of the institution of or any material
adverse development in any action, suit or proceeding or any governmental
investigation or any arbitration, before any court or arbitrator or any
governmental or administrative body, agency or official, against the Borrower or
any of its material property, or (B) actual knowledge thereof, notice of the
threat of any such action, suit, proceeding, investigation or arbitration, in
each case which the Borrower reasonably believes is likely to be resolved
against the Borrower and, if so resolved against the Borrower, is reasonably
anticipated by the Borrower to materially adversely affect (x) the financial
condition of the Borrower and its consolidated Subsidiaries taken as a whole or
(y) the ability of the Borrower to perform its obligations under this Agreement
and its Notes (without duplication of notices furnished to the Banks pursuant to
clause (v) of this subsection (f));




(viii)  promptly
after (A) the occurrence thereof, notice that (1) an ERISA Termination Event or
a “prohibited transaction,” as such term is defined in Section 4975 of the Code,
with respect to any Plan of the Borrower has occurred, which such notice shall
specify the nature thereof and the Borrower’s proposed response thereto, (2) the
Borrower or an ERISA Affiliate has failed to make a required installment or any
other required payment under Section 412 of the Code and (3) the plan
administrator of any Plan has applied under Section 412(d) of the Code for a
waiver of the minimum funding standards of Section 412(a) of the Code, together
with copies of such waiver application, and (B) actual knowledge thereof, copies
of any notice of the PBGC’s intention to terminate or to have a trustee
appointed to administer any Plan;




(ix)  (A)
on the Closing Date, the then Credit Ratings for the Borrower from S&P and
Moody’s and (B) within two (2) Business Days after the Borrower receives notice
from S&P or Moody’s of a change in the Borrower’s Credit Ratings, the
Borrower’s revised Credit Ratings (or, if applicable, notice that a Credit
Rating will no longer be received from such rating service); and




(x)  such
other information respecting the condition or operations, financial or
otherwise, of the Borrower or any of its Subsidiaries as any Bank through the
Agent may from time to time reasonably request in writing with an indication of
the reason for such request.




Financial
statements and other documents required to be furnished pursuant to Section
5.01(f)(i) or (ii) (to the extent any such financial statements or other
documents are included in reports or other materials otherwise filed with the
Securities and Exchange Commission) may be delivered electronically and if so
delivered, shall be deemed to have been furnished on the date on which (i) the
Borrower posts such financial statements or other documents, or provides a link
thereto, on the Borrower’s website on the Internet, or (ii) such financial
statements or other documents are posted on behalf of the Borrower on an
Internet or intranet website, if any, to which each Bank and the Agent have
access (whether a commercial, third-party website or whether sponsored by the
Agent or the Securities and Exchange Commission’s website located at
http://www.sec.gov/edgar/searchedgar/webusers.htm).




SECTION
5.02.  Negative
Covenants.  So long as any Advance shall remain unpaid or any
Bank shall have any Commitment hereunder, the Borrower will not, without the
written consent of the Majority Banks:




(a)  Liens,
Etc.  Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any lien, security interest or other
charge or encumbrance of any kind, (excluding CFSC Purchase Claims, to the
extent that such CFSC Purchase Claims could be deemed to constitute liens or
security interests), upon or with respect to any of its properties, whether now
owned or hereafter acquired, or assign, or permit any of its Subsidiaries to
assign, any right to receive income (excluding any assignment of accounts
receivable arising out of or in connection with the sale or securitization by
CFSC or any Subsidiary of its accounts receivable giving rise to CFSC Purchase
Claims), in each case to secure or provide for the payment of any Debt of any
Person, if the aggregate amount of the Debt so secured (or for which payment has
been provided) would at any time exceed an amount equal to 10% of Consolidated
Net Tangible Assets of the Borrower.




(b)  Mergers,
Etc.  (i)  Merge or consolidate with or into any
Person, or permit any of its Subsidiaries to do so, or (ii) convey, transfer,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to any Person, or (iii) together with one or more of its
consolidated Subsidiaries, convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions) all or substantially
all of the assets of the Borrower and its consolidated Subsidiaries (whether now
owned or hereafter acquired) to any Person; except that any Subsidiary
of the Borrower may merge or consolidate with or into, or transfer assets to, or
acquire assets of, the Borrower or any other Subsidiary of the Borrower and
except that any Subsidiary of the Borrower may merge into or transfer assets to
the Borrower and the Borrower may merge with, and any Subsidiary of the Borrower
may merge or consolidate with or into, any other Person, provided in each case
that, immediately after giving effect to such proposed transaction, no Event of
Default or event which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default, would exist and in the case of any such
merger to which the Borrower is a party, the Borrower is the surviving
corporation.




(c)  Support
Agreement.  Terminate, or make any amendment or modification
to, the Support Agreement which, in the determination of the Agent, adversely
affects the Banks’ interests pursuant to this Agreement, without giving the
Agent and the Banks at least thirty (30) days prior written notice and obtaining
the written consent of the Majority Banks.




SECTION
5.03.  Financial
Covenants.  So long as any Advance shall remain unpaid or any
Bank shall have any Commitment hereunder, the Borrower will, unless the Majority
Banks shall otherwise consent in writing:




(a)  Ratio of CFSC Consolidated
Debt to Consolidated Net Worth.




(i)  Maintain
at all times a ratio (the “Leverage Ratio”) of
CFSC Consolidated Debt to CFSC’s Consolidated Net Worth of not greater than 8.50
to 1.  For purposes of this subsection (i), the
Leverage Ratio at any time shall be equal to the average of the Leverage Ratios
as determined on the last day of each of the six preceding calendar
months.




(ii)  Maintain
a Leverage Ratio of not greater than 8.50 to 1 on each December 31, commencing
December 31, 2008.  For purposes of this subsection (ii), the
Leverage Ratio shall be the ratio of CFSC Consolidated Debt to CFSC’s
Consolidated Net Worth on the date for which computed.




(b)  Interest Coverage
Ratio.  Maintain a ratio of (i) earnings of the Borrower before
income taxes and “Interest Expense” (as defined below) to (ii) Interest Expense,
in each case calculated for the fiscal quarter then most recently ended for the
Borrower and its Subsidiaries on a consolidated basis in accordance with
generally accepted accounting principles, of not less than 1.15 to 1 for each
fiscal quarter.  “Interest Expense”
means, for any period of determination, all interest (without duplication),
whether paid in cash or accrued as a liability, on Debt of the Borrower and its
Subsidiaries determined on a consolidated basis for such period (including
imputed interest on any capital lease of the Borrower or its Subsidiaries) in
accordance with generally accepted accounting principles.




ARTICLE
VI




EVENTS
OF DEFAULT




SECTION
6.01.  Events of
Default.  If any of the following events (“Events of Default”)
shall occur and be continuing with respect to the Borrower:




(a)  The
Borrower shall fail to pay (i) any principal of any of the Advances when the
same becomes due and payable, or (ii) any interest on any of the Advances, or
any Commitment Fee, other fee or other amount payable by it hereunder by the
later of (A) five (5) Business Days after such item has become due and (B) two
(2) Business Days after receipt of written notice from the Agent that such item
has become due; or




(b)  Any
representation or warranty made by the Borrower herein or by the Borrower (or
any of its officers) in connection with this Agreement shall prove to have been
incorrect in any material respect when made or deemed made; or




(c)  The
Borrower shall fail to perform or observe (i) any covenant or agreement made by
it contained in subsection (a) or (f)(iv) of Section 5.01 or in
Section 5.02 or
(ii) any other term, covenant or agreement contained in this Agreement on its
part to be performed or observed if the failure to perform or observe such other
term, covenant or agreement shall remain unremedied for 30 days after written
notice thereof shall have been received by the Borrower; or




(d)  Any
of the following shall occur:




(i)  the
Borrower or any Subsidiary of the Borrower shall fail to pay any principal of,
premium or interest on, or other amount owing in respect of any of its Debt
which is outstanding in a principal amount of at least $35,000,000 in the
aggregate, but excluding Debt consisting of the Borrower’s obligations hereunder
when due, (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such Debt,
or




(ii)  the
Borrower or any Subsidiary of the Borrower shall fail to observe or perform any
term, covenant or condition on its part to be observed or performed under any
agreement or instrument relating to any such Debt which is outstanding in a
principal amount of at least $35,000,000 in the aggregate (but excluding Debt
consisting of the Borrower’s obligations hereunder), when required to be
observed or performed, and such failure shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if the effect
of such failure is to accelerate, or permit the acceleration of, the maturity of
such Debt or such Debt has been accelerated and such acceleration has not been
rescinded, or




(iii)  any
amount of Debt in excess of $35,000,000 in the aggregate shall be required to be
prepaid, defeased, purchased or otherwise acquired by the Borrower or any
Subsidiary of the Borrower, other than by a regularly scheduled required
prepayment, prior to the stated maturity thereof, or




(iv)  any
“Event of Default” shall occur with respect to the Borrower or Caterpillar under
any of the Citibank Facilities, or




(e)  (i)           the
Borrower or any of its Subsidiaries shall generally not pay its debts as such
debts become due, or an officer or other authorized representative of the
Borrower or such Subsidiary shall admit in writing the Borrower’s or such
Subsidiary’s inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted
by the Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt
or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee, or other similar official for it or for any substantial part of its
property; or any such proceeding shall be instituted against the Borrower or any
of its Subsidiaries and either an order for relief against the Borrower or such
Subsidiary is entered in such proceeding or such proceeding is not dismissed
within forty-five (45) days; or the Borrower or any of its Subsidiaries shall
take any corporate action to authorize any of the actions set forth above in
this subsection (e)(i); or




(ii)           Caterpillar
or any of its Subsidiaries shall generally not pay its debts as such debts
become due, or an officer or other authorized representative of Caterpillar or
such Subsidiary shall admit in writing Caterpillar’s or such Subsidiary’s
inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by Caterpillar or
any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee, or other
similar official for it or for any substantial part of its property; or any such
proceeding shall be instituted against Caterpillar or any of its Subsidiaries
and either an order for relief against Caterpillar or such Subsidiary is entered
in such proceeding or such proceeding is not dismissed within forty-five (45)
days; or Caterpillar or any of its Subsidiaries shall take any corporate action
to authorize any of the actions set forth above in this subsection
(e)(ii);




provided, however, that the
filing of one or more of the proceedings and/or the occurrence of one or more of
the other events described in this Section 6.01(e) with respect to
Elektrocieplownia Starachowice Sp. z o.o., Przedsiebiorstwo Energetyki Cieplnej
“Bugaj” Sp. z o.o.,  Necoles Investments, B.V. or Caterpillar Power
Ventures Europe, B.V. shall not constitute an Event of Default; or




(f)  Any
judgment or order for the payment of money in excess of $25,000,000 shall be
rendered against the Borrower or any of its Subsidiaries and either (i)
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect;




(g)  (i)
A Plan of the Borrower shall fail to maintain the minimum funding standard
required by Section 412 of the Code for any plan year or a waiver of such
standard is sought or granted under Section 412(d), or (ii) an ERISA Termination
Event shall have occurred with respect to the Borrower or the Borrower or an
ERISA Affiliate has incurred or is likely to incur a liability to or on account
of a Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA, or (iii) the
Borrower or an ERISA Affiliate shall engage in any prohibited transaction
described in Sections 406 of ERISA or 4975 of the Code for which a statutory or
class exemption is not available or a private exemption has not been previously
obtained from the Department of Labor, or (iv) the Borrower or an ERISA
Affiliate shall fail to pay any required installment or any other payment
required under Section 412 of the Code on or before the due date for such
installment or other payment, or (v) the Borrower or an ERISA Affiliate shall
fail to make any contribution or payment to any Multiemployer Plan (as defined
in Section 4001(a)(3) of ERISA) which the Borrower or any ERISA Affiliate may be
required to make under any agreement relating to such Multiemployer Plan or any
law pertaining thereto, and there shall result from any such event or events
either a liability or a material risk of incurring a liability to the PBGC or a
Plan, which will have a material adverse effect upon the business, financial
condition or results of operations of the Borrower and its Subsidiaries, taken
as a whole;




(h)  A
Change of Control shall occur; or




(i)  The
Support Agreement shall for any reason fail to be in full force and effect, or
any action shall be taken by the Borrower to discontinue or to assert the
invalidity or unenforceability of the Support Agreement, or CFSC shall fail to
comply with any of the terms or provisions of the Support Agreement;
or




(j)  Caterpillar
shall fail at any time to have a Consolidated Net Worth equal to or greater than
75% of its Consolidated Net Worth as of the prior year-end, and such failure
shall remain unremedied for 30 days after written notice thereof shall have been
given by any Bank or the Agent to the Borrower;




then,
and in any such event, the Agent (x) shall at the request, or may with the
consent, of the Majority Banks, by notice to the Borrower, declare the
obligation of each Bank to make Advances to the Borrower to be terminated,
whereupon the same shall forthwith terminate, and (y) shall at the request, or
may with the consent, of the Majority Banks, by notice to the Borrower, declare
the Advances to the Borrower, all interest thereon and all other amounts payable
under this Agreement to be forthwith due and payable, whereupon such Advances,
all such interest and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower; provided, however, upon the
occurrence of any Event of Default with respect to the Borrower described in
Section
6.01(e)(i), (A) the obligation of each Bank to make Advances to the
Borrower shall automatically be terminated and (B) the Advances to the Borrower,
all such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower.




ARTICLE
VII




THE
AGENT




SECTION
7.01.  Authorization and
Action.  Each Bank hereby appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Agent by the terms hereof, together with such
powers as are reasonably incidental thereto.  As to any matters not
expressly provided for by this Agreement (including, without limitation,
enforcement or collection of the Advances or any other amounts due hereunder),
the Agent shall not be required to exercise any discretion or take any action,
but shall be required to act or to refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the instructions of the
Majority Banks (or in the case of actions that require the consent of all of the
Banks hereunder, all of the Banks), and such instructions shall be binding upon
all Banks; provided, however, that the
Agent shall not be required to take any action which exposes the Agent to
personal liability or which is contrary to this Agreement or applicable
law.  The Agent agrees to give to each Bank prompt notice of each
notice given to it by the Borrower pursuant to the terms of this
Agreement.




SECTION
7.02.  Agent’s Reliance,
Etc.  Neither the Agent nor any of its respective directors,
officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with this Agreement, except for
its or their own gross negligence or willful misconduct.  Without
limitation of the generality of the foregoing, the Agent:  (i) may
treat the Bank that made any Advance as the holder thereof until the Agent
receives and accepts an Assignment and Acceptance providing for the assignment
thereof, in accordance with Section 8.07, or
receives other written notice of the assignment or transfer thereof signed by
such payee and in form satisfactory to the Agent; (ii) may consult with legal
counsel (including counsel for the Borrower), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (iii) makes no warranty or representation to
any Bank and shall not be responsible to any Bank for any statements, warranties
or representations made in or in connection with this Agreement; (iv) shall not
have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of this Agreement (other than delivery
to the Agent of the items required by Section 3.01) on the
part of the Borrower or to inspect the property (including the books and
records) of the Borrower; (v) shall not be responsible to any Bank for the due
execution (other than its due execution and delivery), legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto or thereto; and (vi) shall
incur no liability under or in respect of this Agreement by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
facsimile or electronic communication) reasonably believed by it to be genuine
and signed or sent by the proper party or parties.




SECTION
7.03.  SG and
Affiliates.  With respect to its Commitment, the Advances made
by it and any Notes issued to it, SG shall have the same rights and powers under
this Agreement as any other Bank and may exercise the same as though it were not
the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly
indicated, include SG in its individual capacity.  SG and its
affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Borrower,
any of its subsidiaries and any Person who may do business with or own
securities of the Borrower or any such subsidiary, all as if SG were not the
Agent and without any duty to account therefor to the Banks.




SECTION
7.04.  Bank Credit
Decision.  Each Bank acknowledges that it has, independently
and without reliance upon the Agent or any other Bank and based on the financial
statements referred to in Section 4.01 and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement.  Each Bank
also acknowledges that it will, independently and without reliance upon the
Agent or any other Bank and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement.




SECTION
7.05.  Indemnification.  The
Banks agree to indemnify the Agent (to the extent not reimbursed by the
Borrower), ratably according to the respective principal amounts of the Advances
then held by each of them (or if no Advances are at the time outstanding,
ratably according to the respective amounts of their Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Agent in any way relating to or arising out of this Agreement or any action
taken or omitted by the Agent under this Agreement; provided that no Bank
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Agent’s gross negligence or willful
misconduct.  Without limitation of the foregoing, each Bank agrees to
reimburse the Agent promptly upon demand for its ratable share (determined as
specified in the first sentence of this Section 7.05) of any
out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiation, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that the Agent is not
reimbursed for such expenses by the Borrower.




SECTION
7.06.  Successor
Agent.  The Agent may resign at any time by giving written
notice thereof to the Banks and the Borrower and may be removed at any time with
or without cause by the Majority Banks.  Upon any such resignation or
removal, the Majority Banks shall have the right to appoint a successor
Agent.  If no successor Agent shall have been so appointed by the
Majority Banks, and shall have accepted such appointment, within 30 days after
the retiring Agent’s giving of notice of resignation or the Majority Banks’
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least
$500,000,000.  Provided that no Event of Default or event which, with
the giving of notice or lapse of time, or both, would constitute an Event of
Default has occurred and is continuing, any successor Agent appointed by the
Majority Banks or by the retiring Agent shall have received the prior approval
of the Borrower (which approval shall not be unreasonably
withheld).  Upon the acceptance of any appointment as Agent hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations under
this Agreement.  After any retiring Agent’s resignation or removal
hereunder as Agent, the provisions of this Article VII shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement.




ARTICLE
VIII




MISCELLANEOUS




SECTION
8.01.  Amendments,
Etc.  No amendment or waiver of any provision of this Agreement
or the Notes, nor consent to any departure by the Borrower therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Borrower and the Majority Banks, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by all the
Banks, do any of the following:  (a) waive any of the conditions
specified in Section
3.01, 3.02, or 3.03 (if and to the
extent that the Borrowing which is the subject of such waiver would involve an
increase in the aggregate outstanding amount of Advances over the aggregate
amount of Advances outstanding immediately prior to such Borrowing), (b)
increase the Commitments of the Banks (other than pursuant to Section 2.05(c)) or
subject the Banks to any additional obligations, (c) reduce or forgive the
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the Advances or any fees or other amounts payable hereunder, (e)
change the definition of “Majority Banks” or the percentage of the Commitments
or of the aggregate unpaid principal amount of the Advances, or the number of
Banks, which shall be required for the Banks, or any of them, to take any action
hereunder, or (f) amend this Section 8.01; and
provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Agent in
addition to the Borrower and the Banks required above to take such action,
affect the rights or duties of the Agent under this Agreement or any
Note.




SECTION
8.02.  Notices,
Etc.  (a) Except as otherwise provided herein, all notices and
other communications provided for hereunder shall be in writing (including
facsimile or electronic communication) and mailed, faxed or delivered, if to
Borrower, at 2120 West End Avenue, Nashville, Tennessee 37203-0001, facsimile
No. (615) 341-8596, Attention:  Treasurer; if to any Bank, at its
Lending Office; and if to the Agent, at its address at 480 Washington Blvd.,
20th
Floor, Jersey City, New Jersey 07310, facsimile No. (201) 839-8118,
Attention:  Carmen Espinal, Deal Administrator; with a copy to 480
Washington Blvd., 20th Floor,
Jersey City, New Jersey 07310, facsimile No. (201) 839-8118,
Attention:  Nadira Tiwari, Portfolio Administrator; with a copy to 190
South LaSalle Street, Suite 3850, Chicago, Illinois 60603, facsimile No. (312)
894-6201, Attention: Eric Siebert; or, as to each party, at such other address
as shall be designated by such party in a written notice to the other
parties.  All such notices and communications shall be deemed to have
been given three (3) Business Days after deposit in the United States mail
(registered or certified, with postage prepaid and properly addressed), upon
receipt of a facsimile confirmation or when delivered in person or by courier
service, except that notices and communications to the Agent pursuant to Article II or VII shall not be
effective until received by the Agent.




(b)  The
Borrower hereby agrees that it will provide to the Agent (unless otherwise
agreed to by the Agent) all information, documents and other materials that it
is obligated to furnish to the Agent or the Banks, as applicable, pursuant to
this Agreement, including, without limitation, all notices, requests, financial
statements, financial and other reports, certificates and other information
materials, but excluding any such communication that (i) relates to a request
for an extension of credit (including any election of an interest rate or
Interest Period relating thereto), (ii) relates to the payment of any principal
or other amount due under this Agreement prior to the scheduled date therefor,
(iii) provides notice of any Event of Default or (iv) is required to be
delivered to satisfy any condition precedent to the effectiveness of this
Agreement and/or any Borrowing or other extension of credit hereunder (all such
non-excluded communications being referred to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium in a format
acceptable to the Agent to eric.siebert@sgcib.com
with a copy to carmen.espinal@sgcib.com.  In
addition, the Borrower agrees to continue to provide the Communications to the
Agent in the manner otherwise specified in this Agreement but only to the extent
requested by the Agent.




(c)  The
Agent agrees that the receipt of the Communications by the Agent at its e-mail
address set forth above shall constitute effective delivery of the
Communications to the Agent for purposes of Section
8.02.  Each Bank agrees that the receipt of the Communications
by such Bank at its e-mail address (as provided in the next sentence) shall
constitute effective delivery of the Communications to such Bank for purposes of
Section
8.02.  Each Bank agrees to notify the  Agent in
writing (including by electronic communication) from time to time of such Bank’s
e-mail address(es) to which the foregoing notice may be sent by electronic
transmission and (ii) that the foregoing notice may be sent to such e-mail
address(es); provided that (x)
notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and (y)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (x) of notification that such
notice or communication is available and identifying the website address
therefor.




SECTION
8.03.  No Waiver;
Remedies.  No failure on the part of any party hereto to
exercise, and no delay in exercising, any right hereunder or under any Note
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of
any other right.  The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.




SECTION
8.04.  Costs, Expenses and
Taxes.  (a) The Borrower agrees to pay on written demand all
reasonable costs and expenses of the Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Agent with respect thereto and with respect to advising the
Agent as to their rights and responsibilities under this
Agreement.  The Borrower agrees to pay all costs and expenses, if any
(including, without limitation, reasonable counsel fees and expenses of the
Banks), in connection with the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement, the Notes and the other documents
to be delivered hereunder.  .




(b)           If
any payment of principal of any Eurodollar Advance is made other than on the
last day of the Interest Period for such Advance, as a result of a payment
pursuant to Section
2.09 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for
any other reason, or if the Banks receive payments from an Added Bank in
connection with the purchase of a participation in Eurodollar Advances by such
Added Bank pursuant to Section 2.05(d), the
Borrower shall, upon demand by any Bank (with a copy of such demand to the
Agent), pay to the Agent for the account of such Bank any amounts as such Bank
shall reasonably determine in good faith to be required to compensate such Bank
for any additional losses, costs or expenses which it may reasonably incur as a
result of such payment.  Such indemnification shall include, without
limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Bank to fund or maintain
such Advance; provided, however, that any
indemnification for such losses, costs and expenses shall be limited to an
amount equal to (i) the principal amount of the Advance paid by the Borrower or
the amount of the participation purchased by such Added Bank, as the case may
be, times (ii)
the number of days remaining in the Interest Period applicable to such Advance,
divided by 360, times (iii) the
interest differential between the interest rate applicable to such Advance and
the rate of interest which would apply on an Advance to the Borrower of the same
Type requested on the date of such payment by the Borrower for an Interest
Period which most nearly approximates the remaining term of the Interest Period
applicable to the Advance paid by the Borrower.  A certificate
describing in reasonable detail the amount of such losses, costs and expenses,
and specifying therein the Type of loan in reference to which such Bank shall
have made its calculations thereof (the “Reference
Investment”), submitted to the Borrower and the Agent by such Bank, shall
create a rebuttable presumption of the rate applicable to the Reference
Investment identified therein.  In making any determination under this
Section
8.04(b), each Bank shall use reasonable efforts to minimize the amount
payable by the Borrower hereunder to such Bank, provided that such
action does not result in any additional cost, loss or expense for such Bank and
is not otherwise disadvantageous to such Bank.




(c)           The
Borrower agrees to indemnify and hold harmless each of the Agent, each Bank, and
each of their directors, officers and employees from and against any and all
claims, damages, liabilities and expenses (including, without limitation,
reasonable fees and disbursements of outside counsel and reasonable allocated
costs and expenses of in-house counsel) which may be incurred by or asserted
against the Agent, such Bank, or any such director, officer or employee in
connection with or arising out of any investigation, litigation, or proceeding
(i) related to any transaction or proposed transaction (whether or not
consummated) in which any proceeds of any Borrowing are applied or proposed to
be applied, directly or indirectly, by the Borrower, whether or not the Agent,
such Bank, or any such director, officer or employee is a party to such
transactions or (ii) related to the Borrower’s entering into this
Agreement, or to any actions or omissions of the Borrower, any of its
Subsidiaries or affiliates or any of its or their respective officers, directors
or employees in connection therewith.  The Borrower shall not be
required to indemnify any such indemnified Person from or against any portion of
such claims, damages, liabilities or expenses (x) arising out of the gross
negligence or willful misconduct of such indemnified Person or (y) that result
from the violation by such indemnified Person of any law, regulation, ordinance,
or judicial or governmental agency order.




SECTION
8.05.  Right of
Set-off.  Upon (i) the occurrence and during the continuance of
any Event of Default and (ii) the making of the request or the granting of the
consent specified by Section 6.01 to
authorize the Agent to declare the Advances to the Borrower due and payable
pursuant to the provisions of Section 6.01, each
Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Bank to or for the credit or the account
of the Borrower against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement, and any Note held by such Bank,
irrespective of whether or not such Bank shall have made any demand under this
Agreement or such Note and although such obligations may be
unmatured.  Each Bank agrees to immediately notify the Borrower by
facsimile after any such set-off and application made by such Bank, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.  The rights of each Bank under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which such Bank may have.




SECTION
8.06.  Binding
Effect.  This Agreement shall be deemed to have become
effective as of July 15, 2008 when it shall have been executed by the Borrower
and the Agent and when the Agent shall have been notified by each Bank that such
Bank has executed it, and thereafter this Agreement shall be binding upon and
inure to the benefit of the Borrower, the Agent and each Bank and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of all the Banks.




SECTION
8.07.  Assignments and
Participations.




(a)  (i) Each Bank may, upon not
less than two (2) Business Days prior notice to the Agent, assign to one or more
of such Bank’s affiliates or to one or more other Banks (or to any affiliate of
such Bank) all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the Advances
owing to it and any Note or Notes held by it); provided, however, that (A)
each such assignment shall be of a constant, and not a varying, percentage of
all of the assigning Bank’s rights and obligations under this Agreement, and
shall be in an amount not less than the lesser of (x) $5,000,000 and (y) the
remaining amount of the assigning Bank’s Commitment (calculated as at the date
of such assignment) or outstanding Advances (if such Bank’s Commitment has been
terminated) and (B) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance (but not consent), an Assignment and
Acceptance, together with any Note or Notes subject to such assignment and a
processing and recordation fee of $3,500.




(ii)           In
addition, each Bank may, with the written consent of each of the Agent and the
Borrower (which consent shall not be unreasonably withheld or delayed), assign
to one or more banks (other than Banks and their affiliates, assignments to
which shall be governed by Section 8.07(a)(i)
above) or other entities all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and the Note or Notes, if any, held by it);
provided, that
(A) each such assignment shall be of a constant, and not a varying, percentage
of all of the assigning Bank’s rights and obligations under this Agreement, and
shall be in an amount not less than the lesser of (x) $5,000,000 and (y) the
remaining amount of the assigning Bank’s Commitment (calculated as at the date
of such assignment) or outstanding Advances (if such Bank’s Commitment has been
terminated) and (B) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance (but not consent), an Assignment and
Acceptance, together with any Note or Notes subject to such assignment and a
processing and recordation fee of $3,500.




(iii)           Upon
such execution, delivery and acceptance of any such Assignment and Acceptance,
from and after the effective date specified in such Assignment and Acceptance,
(x) the assignee thereunder shall, in addition to the rights and obligations
hereunder held by it immediately prior to such effective date (if any), have the
rights and obligations hereunder that have been assigned to it pursuant to such
Assignment and Acceptance and (y) the Bank assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Bank’s rights
and obligations under this Agreement, such Bank shall cease to be a party hereto
and thereto).




(b)  By
executing and delivering an Assignment and Acceptance, the Bank assignor
thereunder and the assignee thereunder confirm to and agree with each other and
the other parties hereto as follows:  (i) other than as provided in
such Assignment and Acceptance, such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; and (ii) such assigning Bank makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto.




(c)  The
Agent, acting solely for this purpose as an agent of the Borrower, shall
maintain at its address referred to in Section 8.02 a copy
of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Banks, and the Commitments of, and
principal amounts of the Advances owing to, each Bank pursuant to the terms
hereof from time to time (the “Register”).  The
entries in the Register shall be prima facie evidence of such
matters, and the Borrower, the Agent and the Banks may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Bank
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower or any Bank at any reasonable time and from time to time upon
reasonable prior notice.




(d)  Upon
its receipt of an Assignment and Acceptance executed by an assigning Bank and an
assignee, together with the Notes, if any, subject to such assignment, the Agent
shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C-1 hereto,
(i) accept such Assignment and Acceptance, and (ii) give prompt notice thereof
to the Borrower.  Within five (5) Business Days after its receipt of
such notice, the Borrower, at its own expense, shall execute and deliver to the
Agent in exchange for any surrendered Note a new Note, if requested, to the
order of such assignee and, if the assigning Bank has retained a Commitment
hereunder and requested a new Note, a new Note to the order of the assigning
Bank.  Such new Note or Notes, if requested, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A
hereto.




(e)  Each
Bank may sell participations to one or more banks or other entities in or to all
or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Advances owing to it
and the Notes, if any, held by it); provided, however, that (i)
such Bank’s obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Bank
shall remain solely responsible to the Borrower, the other Banks and the Agent
for the performance of such obligations, (iii) such Bank shall remain the holder
of any such Notes for all purposes of this Agreement, and (iv) the Borrower, the
Agent and the other Banks shall continue to deal solely and directly with such
Bank in connection with such Bank’s rights and obligations under this
Agreement.




(f)  Notwithstanding
any other provision set forth in this Agreement, any Bank at any time may
assign, as collateral or otherwise, any of its rights (including, without
limitation, rights to payments of principal of and/or interest on the Advances)
under this Agreement to any Federal Reserve Bank without notice to or consent of
the Borrower or the Agent.




SECTION
8.08.  Governing Law; Submission to
Jurisdiction; Service of Process.




(a)  This
Agreement and the Notes shall be governed by, and construed in accordance with,
the laws of the State of New York.




(b)  Each
of the Agent, each Bank and the Borrower hereby (i) irrevocably submits to the
jurisdiction of any New York State or United States federal court sitting in New
York City (and any appellate court hearing appeals from any such court) in any
action or proceeding arising out of or relating to this Agreement and hereby
irrevocably agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or in such federal court;
(ii) irrevocably waives, to the fullest extent that it may effectively do so,
the defense of an inconvenient forum to the maintenance of any such action or
proceeding; and (iii) agrees that a final judgment in any such action or
proceeding may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.  The Borrower irrevocably consents
to the service of process of any of the aforesaid courts in any such action or
proceeding by the mailing or delivery of a copy of such process to the Borrower
at its address specified in Section
8.02.




(c)  Nothing
in this Section
8.08 shall affect the right of the Borrower, the Agent or any Bank to
serve legal process in any other manner permitted by law or affect the right of
the Borrower, the Agent or any Bank to bring any action or proceeding against
any other party hereto or any property of any other party hereto in the courts
of any other jurisdictions.




SECTION
8.09.  [Reserved].




SECTION
8.10.  Execution in
Counterparts.  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.




SECTION
8.11.  Waiver of Jury
Trial.  THE BORROWER, THE AGENT AND EACH BANK IRREVOCABLY WAIVE
ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE, AMONG ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATED TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY NOTE.  ANY PARTY
HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.




SECTION
8.12.  USA Patriot Act
Notification.  The following notification is provided to the
Borrower pursuant to Section 326 of the USA Patriot Act:




IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT.  To help the
government of the United States of America fight the funding of terrorism and
money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each Person that opens an
account, including any deposit account, treasury management account, loan, other
extension of credit, or other financial services
product.  Accordingly, when the Borrower opens an account, the Agent
and the Banks will ask for the Borrower's name, tax identification number (if
applicable), business address, and other information that will allow the Agent
and the Banks to identify the Borrower.  The Agent and the Banks may
also ask to see the Borrower's legal organizational documents or other
identifying documents.




SECTION
8.13.Confidentiality.  Each
of the Agent and each Bank agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its affiliates and to its and its affiliates’ respective managers,
administrators, trustees, partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the Persons to whom
such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other document related to or
executed in connection herewith or therewith or any action or proceeding
relating to this Agreement or any other document related to or executed in
connection herewith or the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or (ii)
any actual or prospective party (or its managers, administrators, trustees,
partners, directors, officers, employees, agents, advisors and other
representatives) to any swap or derivative or similar transaction under which
payments are to be made by reference to the Borrower and its respective
obligations, this Agreement or payments hereunder, (iii) any rating agency, or
(iv) the CUSIP Service Bureau or any similar organization, (g) with the consent
of the Borrower or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes
available to the Agent, any Bank or any of their respective affiliates on a
nonconfidential basis from a source other than the Borrower.




For
purposes of this Section, “Information”
means all information received from the Borrower or any of its respective
Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their
respective businesses, other than any such information that is available to the
Agent and any Bank on a nonconfidential basis prior to disclosure by the
Borrower or any of its Subsidiaries, provided
that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information is
clearly identified at the time of delivery as confidential.  Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.








The
remainder of this page is intentionally blank.







IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers or representatives thereunto duly authorized, as of
the date first above written.




CATERPILLAR
FINANCIAL


SERVICES
CORPORATION




By:/s/ David A.
Kacynski


Name:
David A. Kacynski


Title:
Treasurer




Signature
Page to Credit Agreement
 (364-Day
Facility)


SOCIETE
GENERALE, as Agent




By:/s/ Eric E.O. Siebert,
Jr.


Name:
Eric E.O. Siebert, Jr.


Title:
Managing Director




Signature
Page to Credit Agreement
 (364-Day
Facility)


Banks









COMMITMENT




$200,000,000
            SOCIÉTÉ
      GÉNÉRALE








By:/s/ Eric E.O. Siebert,
Jr.


Name:
Eric E.O. Siebert, Jr.


Title:
Managing Director











Lending
Office:




SOCIETE
GENERALE


480
Washington Blvd., 20th
Floor


Jersey
City, New Jersey 07310


Attention:  Carmen
Espinal, Deal Administrator


Phone:        
  (201) 839-8451


Fax:          
    (201) 839-8118








Signature
Page to Credit Agreement
 (364-Day
Facility)


COMMITMENT




$100,000,000                                                  ROYAL
BANK OF CANADA








By:/s/ Meredith
Majesty


Name:
Meredith Majesty


Title:
Authorized Signatory








Lending
Office:




ROYAL
BANK OF CANADA


One
Liberty Plaza, 4th
Floor


New
York, New York 10006


Attention:  Manager,
Loan Administration


Phone:         
  (212) 428-6322


Fax:            
   (212) 428-2372




















TOTAL
COMMITMENT





$300,000,000




Signature
Page to Credit Agreement
 (364-Day
Facility)





EXHIBIT
A




FORM
OF NOTE




Dated:  __________,
200_




FOR
VALUE RECEIVED, the undersigned (the “Borrower”), HEREBY PROMISES TO PAY to the
order of


_________________________________________________________________




_________________________________________________________________




________________________________
(the “Bank”) the principal amount of each Advance (as defined below) made by the
Bank to the Borrower pursuant to the Credit Agreement (as defined below) on the
last day of the Interest Period (as defined in the Credit Agreement) occurring
on or prior to the Scheduled Termination Date (as defined in the Credit
Agreement) for such Advance.




The
Borrower promises to pay interest on the unpaid principal amount of each Advance
from the date of such Advance until such principal amount is paid in full, at
such interest rates, and payable at such times, as are specified in the Credit
Agreement.




Both
principal and interest are payable to the office of the Agent specified pursuant
to the Credit Agreement, in same day funds.  Each Advance made by the
Bank to the Borrower and the maturity thereof, and all payments made on account
of principal thereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this Promissory
Note.




This
Promissory Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement (364-Day Facility) dated as of July 15, 2008,
as the same may be amended, restated, supplemented or otherwise modified from
time to time (the “Credit Agreement”) among the Borrower, the Bank and certain
other banks parties thereto, and Société Générale, as Agent for the Bank and
such other banks.  The Credit Agreement, among other things, (i)
provides for the making of advances (the “Advances”) by the Bank to the Borrower
from time to time in an aggregate amount not to exceed at any time outstanding
such Bank’s Commitment (as defined in the Credit Agreement) at such time, the
indebtedness of the Borrower resulting from each such Advance to the Borrower
being evidenced by this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.




The
Borrower hereby waives presentment, demand, protest and notice of any
kind.  No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.




This
Promissory Note shall be governed by, and construed in accordance with, the laws
of the State of New York, United States.




CATERPILLAR
FINANCIAL SERVICES CORPORATION








By:


Title:














ADVANCES,
MATURITIES, AND PAYMENTS OF PRINCIPAL




Date
            Type
      of
              Advance
            Amount
      of
              Advance
            Maturity
      of
              Advance
            Amount
      of
              Principal
              Paid
              or Prepaid
            Unpaid
              Principal
              Balance
            Notation
              Made By




















EXHIBIT
B-1




NOTICE
OF BORROWING




SOCIETE
GENERALE, as Agent


for
the Banks parties


to
the Credit Agreement


referred
to below


480
Washington Blvd. 20th
Floor




Jersey
City, NJ 07310


Attention:
Carmen Espinal, Deal Administrator




SOCIETE
GENERALE


190
South LaSalle Street, Suite 3850


Chicago,
Illinois 60603


Attention:
Eric Siebert







Ladies
and Gentlemen:




The
undersigned, Caterpillar Financial Services Corporation, refers to the Credit
Agreement (364-Day Facility) dated as of July 15, 2008, as the same may be
amended, restated, supplemented or otherwise modified from time to time (the
“Credit Agreement,” the terms defined therein being used herein as therein
defined), among the undersigned, certain Banks parties thereto, and Société
Générale, as Agent for said Banks, and hereby gives you notice, irrevocably,
pursuant to Section
2.02 of the Credit Agreement that the undersigned hereby requests a
Borrowing under the Credit Agreement, and in that connection sets forth below
the information relating to such Borrowing (the “Proposed Borrowing”) as
required by Section
2.02(a) of the Credit Agreement:




(i)  The
Business Day of the Proposed Borrowing is __________, 200_.




(ii)  The
Type of Advances comprising the Proposed Borrowing is [Base Rate Advances]
[Eurodollar Advances].




(iii)  The
aggregate amount of the Proposed Borrowing is $__________.




(iv)  The
Interest Period for each Advance made as part of the Proposed Borrowing is [30
days] [_____ month[s]].




(v)  The
proceeds of the Proposed Borrowing should be remitted in same day funds to
[Account Number, Bank Name, Account Name, ______].




The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the Proposed Borrowing:




(A)  the
representations and warranties contained in Section 4.01
[(excluding those contained in the second sentence of subsection (e) and in
subsection (f) thereof)]1 [(excluding those contained in the second
sentence of subsection (e) thereof)]2 are correct, before and after giving effect to
the Proposed Borrowing and to the application of the proceeds therefrom, as
though made on and as of such date; and




(B)  no
event has occurred and is continuing, or would result from such Proposed
Borrowing or from the application of the proceeds therefrom, which constitutes
an Event of Default or would constitute an Event of Default but for the
requirement that notice be given or time elapse or both.










Very
truly yours,








CATERPILLAR
FINANCIAL SERVICES CORPORATION








By:


Title:





1           To
be included in Notices of Borrowing pursuant to Section 3.02, unless Section
3.03 shall apply.


2           To
be included in Notices of Borrowing pursuant to Section 3.03.





EXHIBIT
B-2


NOTICE
OF BANK ADDITION




SOCIETE
GENERALE, as Agent


for
the Banks parties


to
the Credit Agreement


referred
to below


480
Washington Blvd. 20th
Floor




Jersey
City, NJ 07310


Attention:
Carmen Espinal, Deal Administrator




SOCIETE
GENERALE


190
South LaSalle Street, Suite 3850


Chicago,
Illinois 60603


Attention:
Eric Siebert


Ladies
and Gentlemen:




The
undersigned, Caterpillar Financial Services Corporation (the “Borrower”), refer
to the Credit Agreement (364-Day Facility) dated as of July 15, 2008, as the
same may be amended, restated, supplemented or otherwise modified from time to
time (the “Credit Agreement,” the terms defined therein being used herein as
therein defined), among the Borrower, certain Banks parties thereto and Société
Générale, as Agent for said Banks, and hereby give you notice, pursuant to Section 2.05(c) of
the Credit Agreement that the Borrower request a Bank Addition, and in that
connection set forth below the information relating to such proposed Bank
Addition (the “Proposed Bank Addition”) as required by Section 2.05(c) of
the Credit Agreement:




(i)  The
Business Day of the Proposed Bank Addition is ________, 200_.




(ii)  The
name and address of the proposed Added Bank are as follows:




______________________________


______________________________


______________________________





(iii)  The
amount of the Commitment of the proposed Added Bank, after giving effect to the
Proposed Bank Addition, would be $__________.




Very
truly yours,








CATERPILLAR
FINANCIAL SERVICES


CORPORATION








By:
______________________________


Title:











EXHIBIT
C-1




ASSIGNMENT
AND ACCEPTANCE




Dated
_______________, 200_









Reference
is made to the Credit Agreement (364-Day Facility) dated as of July 15, 2008, as
the same may be amended, restated, supplemented or otherwise modified from time
to time (the “Credit Agreement”) among Caterpillar Financial Services
Corporation (the “Borrower”), the Banks (as defined in the Credit Agreement),
and Société Générale, as Agent for the Banks (the “Agent”).  Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein
with the same meaning.




_____________
(the “Assignor”) and ___________________ (the “Assignee”) agree as
follows:




1.  The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, the percentage interest specified on
Schedule 1
hereto in and to all of the Assignor’s rights and obligations under the Credit
Agreement as of the date hereof (after giving effect to any other assignments
thereof made prior to the date hereof, whether or not such assignments have
become effective, but without giving effect to any other assignments thereof
also made on the date hereof), including, without limitation, such percentage
interest in (i) the Assignor’s Commitment, which on the date hereof (after
giving effect to any other assignments thereof made prior to the date hereof,
whether or not such assignments have become effective, but without giving effect
to any other assignments thereof also made on the date hereof) are in the dollar
amounts specified as the Assignor’s Commitment on Schedule 1 hereto;
(ii) the aggregate outstanding principal amount of Advances owing to the
Assignor by the Borrower, which on the date hereof (after giving effect to any
other assignments thereof made prior to the date hereof, whether or not such
assignments have become effective, but without giving effect to any other
assignments thereof also made on the date hereof) is in the dollar amount
specified as the aggregate outstanding principal amount of Advances owing to the
Assignor from the Borrower on Schedule 1 hereto;
and (iii) the Notes, if any, held by the Assignor.




2.  The
Assignor (i) represents and warrants that it is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is free
and clear of any adverse claim; (ii) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement or any other instrument or document furnished pursuant
thereto; (iii) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under the Credit Agreement
or any other instrument or document furnished pursuant thereto; and (iv)
attaches the Notes, if any, referred to in paragraph 1 above and requests that
the Agent exchange each such Note from the Borrower for a new Note executed by
the Borrower payable to the order of the Assignee or new Notes executed by the
Borrower payable to the order of the Assignee and the Assignor, as
applicable.




3.  Following
the execution of this Assignment and Acceptance by the Assignor and the
Assignee, it will be delivered to the Agent for acceptance by the
Agent.  The effective date of this Assignment and Acceptance shall be
the date of acceptance thereof by the Agent, unless a later date therefor is
specified on Schedule
1 hereto (the “Effective Date”).




4.  Upon
such acceptance by the Agent, as of the Effective Date, (i) the Assignee shall,
in addition to the rights and obligations under the Credit Agreement held by it
immediately prior to the Effective Date, have the rights and obligations under
the Credit Agreement that have been assigned to it pursuant to this Assignment
and Acceptance and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.




5.  Upon
such acceptance by the Agent, from and after the Effective Date, the Agent shall
make all payments under the Credit Agreement and the Notes, if any, in respect
of the interest assigned hereby (including, without limitation, all payments of
principal, interest, and Commitment Fees with respect thereto) to the
Assignee.  The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Notes, if any, for
periods prior to the Effective Date directly between themselves.




6.  This
Assignment and Acceptance shall be governed by, and construed in accordance
with, the laws of the State of New York.




IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance
to be executed by their respective officers thereunto duly authorized, as of the
date first above written, such execution being made on Schedule 1
hereto.







Schedule
1


to


Assignment
and Acceptance


Dated
__________, 200_




Section  1.




Percentage
Interest:                                                                                                __________%


Assignor’s
Commitment:                                                                                    
    $_________












Aggregate
Outstanding Principal


Amount
of Advances owing to the


Assignor:                                                                                        
 $_________












Section  2.




Notes,
if any,  payable to the order


of the
Assignee




Dated:                      _____________,
200_











Notes, if any, payable to the
order


of the
Assignor




Dated:                      _____________,
200_








Section  3.




Effective
Date 3:                                                                                                ________,
200_




Section  4.




Lending
Office                                                                      
                 ______________














[NAME
OF ASSIGNOR]





By:___________________________


Title:





[NAME
OF ASSIGNEE]





By:___________________________


Title:





3           This
date should be no earlier than the date of acceptance by the Agent.





Accepted
this _____ day




of
_________________, 200_









SOCIETE
GENERALE, as Agent




By:___________________________




Title:












Agreed
to this _____ day




of
_____________, 200_ 4









SOCIETE
GENERALE, as Agent




By:___________________________




Title:









CATERPILLAR
FINANCIAL SERVICES CORPORATION




By:___________________________




Title:







4           To
be included when consent of the Agent and the Borrower is required pursuant to
Section
8.07(a)(ii).





EXHIBIT
C-2




ASSUMPTION
AND ACCEPTANCE




Dated
_______________, 200_




Reference
is made to the Credit Agreement (364-Day Facility) dated as of July 15, 2008, as
the same may be amended, restated, supplemented or otherwise modified from time
to time (the “Credit Agreement”) among Caterpillar Financial Services
Corporation (the “Borrower”), the Banks (as defined in the Credit Agreement),
and Société Générale, as Agent for the Banks (the “Agent”).  Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein
with the same meaning.




The
Borrower and ___________________ (the “Added Bank”) agree as
follows:




1.  The
Borrower has requested the Added Bank to [become a Bank under the Credit
Agreement and to accept and make a Commitment under the Credit Agreement in the
amounts set forth on Schedule 1
hereto]5 [increase its Commitment under the Credit
Agreement to the amounts set forth on Schedule 1
hereto]6 and the Added Bank has agreed to so [become a
Bank and accept and make a Commitment under the Credit Agreement in such
amounts]7 [increase its Commitment under the Credit
Agreement to such amounts].8  The Added Bank agrees, upon the
Effective Date of this Assumption and Acceptance, to purchase a participation in
any Advances which are outstanding on the Effective Date in the amount
determined pursuant to Section 2.05(d) of
the Credit Agreement.




2.  The
Added Bank hereby acknowledges and agrees that neither the Agent nor any Bank
(i) has made any representation or warranty, nor assumed any responsibility,
with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document furnished pursuant thereto; or (ii) has made any
representation or warranty, nor assumed any responsibility, with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto.




3.  Following
the execution of this Assumption and Acceptance by the Added Bank and the
Borrower, it will be delivered to the Agent for acceptance by the
Agent.  The effective date of this Assumption and Acceptance shall be
the date of acceptance thereof by the Agent, unless a later date therefor is
specified on Schedule
1 hereto (the “Effective Date”).




4.  Upon
such acceptance by the Agent, as of the Effective Date, (i) the Added Bank
shall, in addition to the rights and obligations under the Credit Agreement held
by it immediately prior to the Effective Date, if any, have the rights and
obligations under the Credit Agreement that have been assumed by it pursuant to
this Assumption and Acceptance.




5.  Upon
such acceptance by the Agent, from and after the Effective Date, the Agent shall
make all payments under the Credit Agreement and the Notes, if any, in respect
of the Commitment assumed hereby (including, without limitation, all payments of
principal, interest and Commitment Fees with respect thereto) to the Added
Bank.




6.  This
Assumption and Acceptance shall be governed by, and construed in accordance
with, the laws of the State of New York.




IN
WITNESS WHEREOF, the Added Bank and the Borrower have caused this Assumption and
Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on
Schedule 1
hereto.







5           To
be used if the Added Bank is not already a Bank under the Credit
Agreement.


6           To
be used if the Added Bank is already a Bank under the Credit
Agreement.


7           To
be used if the Added Bank is not already a Bank under the Credit
Agreement.


8           To
be used if the Added Bank is already a Bank under the Credit
Agreement.





Schedule
1




to




Assumption
and Acceptance




Dated
__________, 200_




Section  1.




Added
Bank’s Commitment after


giving
effect to this Assumption


and
Acceptance:                                                                                                $_________





Section  2.




Effective
Date 9:                                                                                                ________,
200_





Section  3.




Lending
Office                                                                           ______________

















CATERPILLAR
FINANCIAL


SERVICES
CORPORATION





By:___________________________


Title:








9           This
date should be no earlier than the date of acceptance by the Agent.





[NAME
OF ADDED BANK]








By:___________________________


Title:



























Accepted
this _____ day




of
_________________, 200_




SOCIETE
GENERALE




By:___________________________




Title:







EXHIBIT
D




FORM
OF OPINION OF COUNSEL FOR CFSC




[Closing
Date]














To
each of the Banks parties


to
the Credit Agreement


(364-Day
Facility) dated as of


July
15, 2008, among


Caterpillar
Financial Services Corporation,


said
Banks, and Société Générale, as Agent,






Re:  Caterpillar
Financial Services Corporation








Ladies
and Gentlemen:




I
am [General Counsel/General Attorney] of Caterpillar Financial Services
Corporation, a Delaware corporation (the “Borrower”), and give this opinion
pursuant to Section
3.01(d) of the Credit Agreement (364-Day Facility) dated as of July 15,
2008 (the “Credit Agreement”), among the Borrower, the Banks parties thereto,
and Société Générale, as Agent for said Banks.  Terms defined in the
Credit Agreement are used herein as therein defined.




I
have examined the Credit Agreement; the documents furnished by the Borrower
pursuant to Article
III of the Credit Agreement; the Certificate of Incorporation of the
Borrower and all amendments thereto (the “Charter”); and the bylaws of the
Borrower and all amendments thereto (the “Bylaws”).  In addition, I
have examined the originals, or copies certified to my satisfaction, of such
other corporate records of the Borrower, certificates of public officials, and
agreements, instruments and other documents, and have conducted such other
investigations of fact and law, as I have deemed necessary or advisable for
purposes of this opinion.




In
rendering my opinion, I have assumed the due authorization, execution and
delivery of each document referred to herein by all parties to such document
other than the Borrower.




Based
upon the foregoing, and subject to the comments and qualifications set forth
below, it is my opinion that:




1.  The
Borrower is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and is duly qualified to transact
business and is in good standing as a foreign corporation in every jurisdiction
in which failure to qualify may materially adversely affect (i) the financial
condition or operations of the Borrower and its consolidated Subsidiaries taken
as a whole or (ii) the ability of the Borrower to perform its obligations under
the Credit Agreement and its Notes.




2.  The
execution, delivery and performance by the Borrower of the Credit Agreement and
the Notes to be executed by it are within the Borrower’s corporate powers, have
been duly authorized by all necessary corporate action, and do not contravene,
or constitute a default under (i) the Charter or the Bylaws or (ii) any law,
rule or regulation applicable to the Borrower or (iii) any material agreement,
judgment, injunction, order, decree or other material instrument binding upon
the Borrower.




3.  No
authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution,
delivery and performance by the Borrower of the Credit Agreement and the Notes
to be executed by it.




4.  The
Credit Agreement and its Notes have been duly executed and delivered by a duly
authorized officer of the Borrower.  Assuming that the Agent and each
Bank party to the Credit Agreement as of the date hereof have duly executed and
delivered the Credit Agreement and that each such Bank has notified the Agent
that such Bank has executed the Credit Agreement, the Credit Agreement is, the
Notes executed and delivered by the Borrower on or prior to the date hereof are,
and any other Notes when executed and delivered by the Borrower pursuant to the
terms of the Credit Agreement will be, the legal, valid and binding obligations
of the Borrower enforceable against the Borrower in accordance with their
respective terms, except as enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting creditors’ rights generally and by the effect of general principles
of equity.




5.  There
is no pending or, to the best of my knowledge, threatened action or proceeding
affecting the Borrower or any of its Subsidiaries before any court, governmental
agency or arbitrator, which purports to affect the legality, validity or
enforceability of the Credit Agreement or any Note or which is reasonably likely
to materially adversely affect (i) the financial condition or operations of the
Borrower and its consolidated Subsidiaries taken as a whole or (ii) the ability
of the Borrower to perform its obligations under the Credit Agreement and the
Notes to be executed by it.




I
express no opinion as to (i) Sections 2.13 and
8.05 of the
Credit Agreement, insofar as they provide that any Bank purchasing a
participation from another Bank pursuant thereto to may exercise set-off or
similar rights with respect to such participation or that any affiliate of a
Bank may exercise set-off or similar rights with respect to such Bank’s claims
under the Credit Agreement or the Notes or (ii) Section 2.12(c),
7.05 or 8.04(c), to the
extent that any such section may be construed as requiring indemnification with
respect to a claim, damage, liability or expense incurred as a result of any
violation of law by a Bank, the Agent.




I
am qualified to practice law in the State of [_______] and do not purport to be
an expert on, or to express any opinion concerning, any laws other than the law
of the State of [_______], the General Corporation Law of the State of Delaware
and the federal law of the United States.  Insofar as the opinions
expressed in paragraphs 2, 3 and 4 above relate to matters which are governed by
the laws of the State of New York, I have assumed for purposes of rendering such
opinions that the applicable laws of the State of New York are substantially
identical to the laws of the State of [_______].




This
opinion is limited to the matters expressly set forth herein, and no opinion is
implied or may be inferred beyond the matters expressly set forth
herein.  The opinions expressed herein are being delivered to you as
of the date hereof in connection with the transactions described hereinabove and
are solely for your benefit in connection with the transactions described
hereinabove and may not be relied on in any manner or for any purpose by any
other Person, nor any copies published, communicated or otherwise made available
in whole or in part to any other Person without my specific prior written
consent, except that you may furnish copies thereof (i) to any of your permitted
successors and assigns in respect of the Credit Agreement and the Notes, (ii) to
your independent auditors and attorneys, (iii) upon the request of any state or
federal authority or official having regulatory jurisdiction over you, and (iv)
pursuant to order or legal process of any court or governmental
agency.




Very
truly yours,





EXHIBIT
E




OPINION
OF SPECIAL NEW YORK COUNSEL


TO
THE AGENT




[Closing
Date]




To
the Banks listed on Exhibit A


hereto
and to Société Générale,


as
Agent









Re:
            Caterpillar
      Financial Services Corporation (the
“Borrower”)




Ladies
and Gentlemen:




We
have acted as special New York counsel to Société Générale (“SG”), individually
and as Agent, in connection with the preparation, execution and delivery of the
Credit Agreement (364-Day Facility) dated as of July 15, 2008 (“Credit
Agreement”), among the Borrower, the Banks party thereto, and SG, as Agent for
the Banks.  Terms defined in the Credit Agreement are used herein as
therein defined.




In
that connection, we have examined the following documents:




(1)           Counterparts
of the Credit Agreement, executed by each of the parties thereto.




(2)           The
opinion of [__________], internal counsel for Borrower, dated as of the date
hereof.




In
our examination of the documents referred to above, we have assumed the
authenticity of all such documents submitted to us as originals, the genuineness
of all signatures, the due authority of the parties executing such documents,
and the conformity to the originals of all such documents submitted to us as
copies.  We have also assumed that each of the Banks and the Agent
have duly executed and delivered the Credit Agreement with all necessary power
and authority (corporate and otherwise).




To
the extent that our opinion expressed below involves conclusions as to the
matters set forth in the opinions of counsel referred to in item (2) above, we
have assumed without independent investigation the correctness of the matters
set forth therein.




Based
upon the foregoing examination of documents and assumptions, and subject to the
qualifications contained herein, and upon such other investigation as we have
deemed necessary, we are of the opinion that the Credit Agreement is, and the
Notes executed by the Borrower and delivered on or prior to the date hereof are,
the legal, valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with their respective terms.




Our
opinion above is subject to the following qualifications:




(a)  Our
opinion above is subject to the effect of general principles of equity
(regardless of whether considered in a proceeding in equity or at law),
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing.  In applying such principles, a court, among
other things, might not allow a creditor to accelerate maturity of a debt upon
the occurrence of a default deemed immaterial or might decline to order a debtor
to perform covenants.  Such principles applied by a court include a
requirement that a creditor act with reasonableness and in good
faith.




(b)  Our
opinion above is also subject (i) to the effect of any applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or similar law
affecting creditors’ rights generally and (ii) to the effect of any federal or
state law, rule or regulation (including any federal or state securities law,
rule or regulation) or public policy, to the extent that such law, rule,
regulation or public policy limits rights to indemnification.




(c)  Our
opinion above is limited to the law of the State of New York and the federal law
of the United States, and we do not express any opinion herein concerning any
other law.  Without limiting the generality of the foregoing, we
express no opinion as to (i) the effect of the law of any jurisdiction, other
than the State of New York, wherein any Bank may be located or wherein
enforcement of the Credit Agreement or the Notes may be sought which limits the
rates of interest legally chargeable or collectible, or (ii) whether any of the
Banks is “doing business” in the State of New York.




(d)  We
express no opinion as to the effect of the compliance or noncompliance of the
Agent or any of the Banks with any state or federal laws or regulations
applicable to any such party because of such party’s legal or regulatory status,
the nature of such party’s business or the authority of any party to conduct
business in any jurisdiction.




(e)  We
express no opinion as to (i) Sections 2.13 or 8.05 of the Credit
Agreement insofar as they provide that any Bank purchasing a participation from
another Bank pursuant thereto may exercise set-off or similar rights with
respect to such participation or that any affiliate of a Bank may exercise
set-off or similar rights with respect to such Bank’s claims under the Credit
Agreement or the Notes; (ii) Sections 2.12(c) or 8.04(c) of the Credit Agreement
to the extent that any such section or provision may be construed as requiring
indemnification with respect to a claim, damage, liability or expense incurred
as a result of any violation of law by a Bank or the Agent; (iii) the first
sentence of Section 8.08(b) of the Credit Agreement, insofar as any such
provision relates to the subject matter jurisdiction of the United States
District Court to adjudicate any controversy related to the Credit Agreement; or
(iv) Section 8.11 or the last sentence of Section 8.08(b) of the Credit
Agreement.




This
opinion is limited to the matters expressly set forth herein, and no opinion is
implied or may be inferred beyond the matters expressly set forth
herein.  The opinion expressed herein is being delivered to you as of
the date hereof in connection with the transactions described hereinabove and is
solely for your benefit in connection with the transactions described
hereinabove and may not be relied on in any manner for any other purpose and may
not be relied on for any purpose  by any other person, nor any copies
published, communicated or otherwise made available in whole or in part to any
other person or entity without our specific prior written consent, except that
you may furnish copies thereof (i) to any of your permitted successors and
assigns in respect of the Credit Agreement and the Notes, (ii) to your
independent auditors and attorneys, (iii) upon the request of any state or
federal authority or official having regulatory jurisdiction over you, and (iv)
pursuant to order or legal process of any court or governmental
agency.  The opinion expressed herein is based solely on factual
matters in existence as of the date hereof and laws and regulations in effect on
the date hereof, and we assume no obligation to revise or supplement this
opinion letter to reflect any matters which may hereafter come to our attention,
or should such factual matters change or should such laws or regulations be
changed by legislative or regulatory action, judicial decision or
otherwise.




Very
truly yours,













EXHIBIT
A


to
the Opinion


of
Sidley Austin LLP




Banks




SOCIETE
GENERALE


ROYAL
BANK OF CANADA










EXHIBIT
F









COMPLIANCE
CERTIFICATE


CATERPILLAR
FINANCIAL SERVICES CORPORATION




To:        
   The Banks which are parties to the


Credit
Agreement described below




This
Compliance Certificate is furnished pursuant to that certain Credit Agreement
(364-Day Facility) dated as of July 15, 2008, as the same may be amended,
restated, supplemented or otherwise modified from time to time (the “Agreement”)
among Caterpillar Financial Services Corporation (the “Borrower”), the Banks
party thereto, and Société Générale, as agent for the
Banks.  Capitalized terms used and not otherwise defined herein shall
have the meanings attributed to such terms in the Agreement.




THE
UNDERSIGNED HEREBY CERTIFIES THAT:




1.  I
am the duly elected ______________ of Caterpillar Financial Services Corporation
(the “Borrower”).




2.  I
have reviewed the terms of the Agreement and I have made, or have caused to be
made under my supervision, a detailed review of the transactions and conditions
of the Borrower and its Subsidiaries during the accounting period covered by the
attached financial statements.




3.  The
examinations described in paragraph 2 did not disclose, and I have no knowledge
of, the existence of any condition or event which constitutes an Event of
Default with respect to the Borrower during or at the end of the accounting
period covered by the attached financial statements or as of the date
hereof.




4.  As
required pursuant to Section 5.03(a) of
the Agreement, the Borrower’s Leverage Ratio as of the end of the accounting
period covered by the attached financial statements, is not greater than 8.5 to
1, as shown below.




(a)           CFSC
Consolidated
Debt                                                                              $__________


(b)           CFSC’s
Consolidated


Net
Worth                                                                                     $__________


(i)           Stockholders’
equity                                                                      $__________


(ii)           Accumulated
Other Comprehensive
Income                                  $__________


(c)           Leverage
Ratio
(a÷b)                                                                                    
$__________




5.  As
required pursuant to Section 5.03(b) of
the Agreement, the ratio of (1) the Borrower’s net earnings before provision for
income taxes and Interest Expense to (2) Interest Expense, computed as of the
end of the accounting period covered by the attached financial statements, is
not less than 1.15 to 1, as shown below.




a.
            Net
      earnings before


income
      taxes and Interest


Expense     $__________


b.
            Interest
      Expense
            $__________


c.
            Ratio
      of net earnings


before
      income taxes and


Interest
      Expense to


Interest
      Expenses (a÷b)      
      $__________








The
foregoing certifications and the financial statements delivered with this
Certificate in support hereof, are made and delivered this _____ day of
__________, 200_.




CATERPILLAR
FINANCIAL SERVICES CORPORATION








By:___________________________


Name:


Title: