EXHIBIT 99.5


EXECUTION COPY





AMENDMENT NO. 1


to


CREDIT AGREEMENT (FIVE-YEAR FACILITY)





This AMENDMENT NO. 1 TO CREDIT AGREEMENT (FIVE-YEAR FACILITY) (this “ Amendment ”), dated as of September 13, 2012, is entered into by and among:


(i)    Caterpillar Inc. (“ Caterpillar ”);


(ii)    Caterpillar Financial Services Corporation (“ CFSC ”);


(iii)    Caterpillar Finance Corporation (“ CFC ”);


(iv)    Caterpillar International Finance Limited (“ CIF ” and together with Caterpillar, CFSC and CFC, the “ Borrowers ”);


(v)    the Banks, Local Currency Banks and Japan Local Currency Banks party to the Existing Credit Agreement referenced below (collectively, the “ Existing Banks ”);


(vi)    The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Japan Local Currency Agent (the “ Japan Local Currency Agent ”) and as Japan Local Currency Bank (the “ Japan Local Currency Bank ”) under the Existing Credit Agreement;


(vii)    Citibank International PLC, as Local Currency Agent (the “ Local Currency Agent ”) under the Existing Credit Agreement;


(viii)    Citibank, N.A., as Agent (the “ Administrative Agent ” and together with the Japan Local Currency Agent and the Local Currency Agent, the “ Agents ”) under the Existing Credit Agreement; and


(ix)    each party hereto as a “New Bank” (as defined below).


PRELIMINARY STATEMENTS


The Borrowers, the Existing Banks and the Agents are parties to the Credit Agreement (Five-Year Facility) dated as of September 15, 2011 (the “ Existing Credit Agreement ”).


The Borrowers have requested that the Existing Credit Agreement be amended as hereinafter set forth.


The Existing Credit Agreement, as amended by this Amendment, is referred to herein as the “ Amended Credit Agreement ”.


The Departing Banks (as defined below), if any, wish to terminate their respective Commitments and Revolving Credit Commitments under the Existing Credit Agreement and cease to be “Banks” party to the Existing Credit Agreement on the date hereof.




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The New Banks wish to become parties to the Amended Credit Agreement as “Banks” on the date hereof.


Accordingly, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.


SECTION 1. Defined Terms .  Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Existing Credit Agreement.


SECTION 2. Departing Banks and New Banks .


2.1.    The Existing Banks, including, without limitation, the Departing Banks (as defined below), hereby agree that the Administrative Agent shall have full power and authority to allocate the Commitments and Revolving Credit Commitments of the Existing Banks as in effect immediately prior to the date hereof such that, immediately after giving effect to such allocations on the date hereof, each Existing Bank (other than the Departing Banks) and each New Bank (as defined below) shall hold the “Commitment” and the “Revolving Credit Commitment” set forth next to its name on Schedule I hereto.  The Existing Banks, including, without limitation, the Departing Banks, further agree to make all assignments and/or transfers, and hereby consent to any such assignments and transfers, which may be necessary (including, without limitation, assignments of funded obligations) to effect the allocations described in the preceding sentence.


2.2.    Without limiting the foregoing, upon the effectiveness of this Amendment, each Departing Bank's Commitments and Revolving Credit Commitments under the Existing Credit Agreement immediately prior to giving effect to this Amendment shall be terminated.  No Departing Bank shall be a “Bank” party to the Amended Credit Agreement and the Departing Banks shall no longer have any rights or obligations under the Amended Credit Agreement (other than rights and obligations under those provisions of the Amended Credit Agreement that expressly survive termination thereof, which shall survive).


2.3.    Each New Bank hereby acknowledges and agrees that, by its execution of this Amendment, (i) such New Bank will be deemed to be a party to the Amended Credit Agreement as a “Bank”, (ii) such New Bank shall have all of the obligations of a “Bank” under the Amended Credit Agreement as if it had executed the same and (iii) such New Bank shall hold the “Commitment” and the “Revolving Credit Commitment” set forth next to its name on Schedule I hereto.  Each New Bank hereby agrees to be bound by all of the terms, provisions and conditions applicable to “Banks” contained in the Amended Credit Agreement.


2.4    For purposes of this Amendment:


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|(a) | “Departing Bank” means each Existing Bank that executes and delivers to the Administrative Agent a signature page to this Amendment on which it is indicated that such Existing Bank is a “Departing Bank”; and

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|(b) | “New Bank” means each financial institution that executes and delivers to the Administrative Agent a signature page to this Amendment on which it is indicated that such financial institution is a “New Bank”.

SECTION 3. Amendments to the Existing Credit Agreement .  Effective as of the date hereof, subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Existing Credit Agreement is hereby amended as follows:


3.1.    The definition of “Other Credit Agreements” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:


“‘ Other Credit Agreements’ means (a) that certain Credit Agreement (364-Day Facility), dated as of September 13, 2012, among the Borrowers, as borrowers thereunder, certain financial institutions party thereto, BTMU, as Japan Local Currency Agent, Citibank International plc, as Local Currency Agent, and Citibank, as agent for such banks, and (b) that certain Credit Agreement (4-Year Facility), dated as of September 16, 2010, among the Borrowers, as borrowers thereunder, certain financial institutions party thereto, BTMU, as Japan Local Currency Agent, Citibank International plc, as Local Currency Agent, and Citibank, as agent for such banks, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.”


3.2.    The definition of “Termination Date” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:


“' Termination Date ” means, with respect to any Bank at any time, September 15, 2017.”


3.3.    The proviso to the first sentence Section 8.01(a) of the Existing Credit Agreement is hereby amended by inserting “the rate or amount of” immediately before the reference to “interest on” in clause (c) of such proviso.


3.4.    Section 5.01(e) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:


“(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.”


3.5.    Section 8.02(a)(ii) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:


“(ii)    if to CFSC, CIF or CFC


Caterpillar Financial Services Corporation


2120 West End Avenue


Nashville, Tennessee 37203-0001


Attention of: Treasurer


Telecopier No.: 615-341-8596


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E-Mail Address:  David.Kacynski@cat.com





with a copy to:





Caterpillar Financial Services Corporation


2120 West End Avenue


Nashville, Tennessee 37203-0001


Attention:  Legal Department - Securities Group


Telecopier No.:  615-341-1083


E-Mail Address:  Kendrick.Vaughn@cat.com ”





3.6.    Section 9.01 of the Existing Credit Agreement is hereby amended by adding the following sentence to the end of such section:


“CFSC's obligations under this Article IX shall constitute a continuing guaranty of payment and performance and not merely of collection.”


3.7.    Schedule I to the Existing Credit Agreement is hereby amended and restated in its entirety as Schedule I hereto.


3.8.    Schedule 4.01(h) to the Existing Credit Agreement is hereby amended and restated in its entirety as Schedule II hereto.


SECTION 4. Reaffirmation of CFSC Guaranty .  CFSC hereby reaffirms all of its obligations under Article IX of the Amended Credit Agreement and acknowledges and agrees that such obligations remain in full force and effect and are hereby ratified, reaffirmed and confirmed.


SECTION 5. Condition Precedent .  This Amendment shall become effective and be deemed effective as of the date hereof upon the Administrative Agent's receipt of the following:


5.1.    duly executed counterparts of this Amendment from each Borrower, the Agents, each Existing Bank and each New Bank;


5.2.    evidence reasonably satisfactory to the Administrative Agent that all principal, accrued interest, fees, expenses, costs and other amounts outstanding under the terms of the 364-Day Credit Agreement dated as of September 15, 2011 among the Borrowers and the other parties thereto, accrued to the date hereof, shall have been paid, and the commitments of the lenders thereunder to extend credit shall have terminated;


5.3.    certified copies of the resolutions of the Board of Directors of each Borrower evidencing corporate authority to execute and deliver this Amendment;


5.4.    an opinion letter of counsel for each of Caterpillar and CFSC, given upon their express instructions, substantially in the form of Exhibit A hereto; and


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5.5.    an opinion letter of Sidley Austin LLP, counsel for the Administrative Agent, given upon the Administrative Agent's express instructions, substantially in the form of Exhibit B hereto.


SECTION 6. Covenants, Representations and Warranties of the Borrowers .


6.1.    Upon the effectiveness of this Amendment, each Borrower hereby reaffirms all covenants, representations and warranties made by it in the Amended Credit Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the date hereof.


6.2.    Each Borrower hereby represents and warrants that (a) this Amendment constitutes a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditor's rights generally and by the effect of general principles of equity and (b) on the date hereof, no Event of Default exists with respect to such Borrower and no event exists which, with the giving of notice, the lapse of time or both, would constitute an Event of Default with respect to such Borrower.


SECTION 7. Reference to and Effect on the Existing Credit Agreement .


7.1.    Upon the effectiveness of this Amendment, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Existing Credit Agreement as amended hereby, and each reference to any such agreement in any other document, instrument or agreement executed and/or delivered in connection with such agreement shall mean and be a reference to such agreement as amended hereby.


7.2.    Except as specifically amended above, the Existing Credit Agreement, the Notes and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.


7.3.    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party under the Existing Credit Agreement, the Notes or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.


SECTION 8. Execution in Counterparts .  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.  A facsimile or PDF copy of any signature hereto shall have the same effect as the original of such signature.


SECTION 9. Governing Law .  This Amendment shall be governed by and construed in accordance with the law of the State of New York without regard for conflict of law


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principles that would result in the application of any law other than the internal law of the State of New York.


SECTION 10. Headings .  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.


The remainder of this page is intentionally blank.


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


CATERPILLAR INC.


By /s/ Edward J. Scott


Name: Edward J. Scott


Title: Treasurer


CATERPILLAR FINANCIAL


SERVICES CORPORATION


By /s/ David A. Kacynski


Name: David A. Kacynski


Title: Treasurer


CATERPILLAR INTERNATIONAL FINANCE


LIMITED


By  /s/ David A. Kacynski


Name: David A. Kacynski


Title: Director


CATERPILLAR FINANCE CORPORATION


By  /s/ David A. Kacysnki


Name: David A. Kacynski


Title: Director




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CITIBANK, N.A., as Administrative Agent


By  /s/ Susan Olsen


Name:  Susan Olsen


Title:  Vice President




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CITIBANK INTERNATIONAL PLC, as Local


Currency Agent


By /s/ Alasdair Watson


Name:  Alasdair Watson


Title:  Assistant Vice President




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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,


as Japan Local Currency Bank


By /s/ Masanobu Nishikawa


Name:  Masanobu Nishikawa


Title:  Chief Manager


Corporate Banking Department No. 1


Corporate Banking Division No. 3


Corporate Banking Group No. 1




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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,


as Japan Local Currency Agent


By /s/ Masanobu Nishikawa


Name:  Masanobu Nishikawa


Title:  Chief Manager


Corporate Banking Department No. 1


Corporate Banking Division No. 3


Corporate Banking Group No. 1




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CITIBANK, N.A., as a Bank


By  /s/ Susan Olsen


Name:  Susan Olsen


Title:  Vice President




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JPMORGAN CHASE BANK, N.A., as a Bank


By /s/ Robert P. Kellas


Name:  Robert P. Kellas


Title:  Executive Director




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BANK OF AMERICA, N.A., as a Bank


By /s/ Brian Lukehart


Name:  Brian Lukehart


Title:  Vice President




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BARCLAYS BANK PLC, as a Bank


By /s/ Michael Mozer


Name:  Michael Mozer


Title:  Vice President




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SOCIÉTÉ GÉNÉRALE, as a Bank


By /s/ Kimberly Metzger


Name:  Kimberly Metzger


Title:  Director




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THE ROYAL BANK OF SCOTLAND PLC, as a


Bank


By /s/ James Welch


Name:  James Welch


Title:  Director




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GOLDMAN SACHS BANK USA, as a Bank


By /s/ Mark Walton


Name:  Mark Walton


Title:  Authorized Signatory




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ROYAL BANK OF CANADA, as a Bank


By /s/ Meredith Majesty


Name:  Meredith Majesty


Title:  Authorized Signatory


ROYAL BANK OF CANADA, acting through its


London Branch, as a Local Currency Bank


By /s/ Michael Atherton


Name:  Michael Atherton


Title:  Managing Director, Corporate Banking.




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THE BANK OF TOKYO-MITSUBISHI UFJ,


LTD., as a Bank


By /s/ Christine Howatt


Name:  Christine Howatt


Title:  Authorized Signatory




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TORONTO DOMINION (TEXAS) LLC, as a Bank


By /s/ Bebi Yasin


Name:  Bebi Yasin


Title:  Authorized Signatory




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AUSTRALIA AND NEW ZEALAND


BANKING GROUP LIMITED, as a Bank


By /s/ Robert Grillo


Name:  Robert Grillo


Title:  Director




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BANCO BILBAO VIZCAYA ARGENTINA


S.A., NEW YORK BRANCH, as a Bank


By /s/ Michael D'Anna


Name:  Michael D'Anna


Title:  Executive Director


By /s/ Paul A. Rodríguez


Name:  Paul A. Rodríguez


Title:  Vice President




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HSBC BANK USA, NATIONAL


ASSOCIATION, as a Bank


By /s/ Paul L. Hatton


Name:  Paul L. Hatton


Title:  Managing Director




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INDUSTRIAL AND COMMERCIAL BANK OF


CHINA LIMITED, NEW YORK BRANCH


By /s/ Mingqiang Bi


Name:  Mingqiang Bi


Title:  General Manager




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LLOYDS TSB BANK plc, as a Bank


By /s/ Stephen Giacolone


Name:  Stephen Giacolone


Title:  Assistant Vice President G011








By /s/ Dennis McClellan


Name:  Dennis McClellan


Title:  Assistant Vice President M040




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COMMERZBANK AG, NEW YORK AND


GRAND CAYMAN BRANCHES, as a Bank


By /s/ Patrick Hartweger


Name:  Patrick Hartweger


Title:  Managing Director








By /s/ Michael Ravelo


Name:  Michael Ravelo


Title:  Vice President




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ING BANK N.V., DUBLIN BRANCH


By /s/ Maurice Kenny


Name:  Maurice Kenny


Title:  Director








By /s/ Aidan Neill


Name:  Aidan Neill


Title:  Director




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THE BANK OF NEW YORK MELLON, as a Bank


By /s/ John T. Smathers


Name:  John T. Smathers


Title:  First Vice President




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U.S. BANK NATIONAL ASSOCIATION, as a


Bank


By /s/ James N. DeVries


Name:  James N. DeVries


Title:  Senior Vice President




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BNP PARIBAS, as a Bank


By /s/ Nader Tannous


Name:  Nader Tannous


Title:  Director








By /s/ Todd Grossnickle


Name:  Todd Grossnickle


Title:  Vice President




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KBC BANK N.V., NEW YORK BRANCH, as a


Bank


By /s/ Katherine S. McCarthy


Name:  Katherine S. McCarthy


Title:  Director








By /s/ Susan M. Silver


Name:  Susan M. Silver


Title:  Managing Director




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THE NORTHERN TRUST COMPANY, as a Bank


By /s/ Keith L. Burson


Name:  Keith L. Burson


Title:  Vice President




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WESTPAC BANKING CORPORATION, as a


Bank


By /s/ David Brumby


Name:  David Brumby


Title:  Executive Director




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CHINA CONSTRUCTION BANK


CORPORATION, NEW YORK BRANCH, as a


Bank


By /s/ Jian "Jack" Ma


Name:  Jian "Jack" Ma


Title:  Deputy General Manager




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DEUTSCHE BANK AG, NEW YORK BRANCH,


as a Bank and as a New Bank


By /s/ Ming K. Chu


Name:  Ming K. Chu


Title:  Vice President





By /s/ Virginia Cosenza


Name:  Virginia Cosenza


Title:  Vice President




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STANDARD CHARTERED BANK,


as a Bank and as a New Bank


By /s/ Brendan Herley


Name:  Brendan Herley


Title:  Director


Capital Markets





By /s/ Robert K. Reddington


Name:  Robert K. Reddington


Title:  Credit Documentation Manager


Credit Documentation Unit, WB Legal-Americas




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SCHEDULE I


COMMITMENTS


BANKCOMMITMENTREVOLVING CREDIT COMMITMENTCitibank, N.A.$363,000,000.00$338,500,000.00Bank of America, N.A.$363,000,000.00$363,000,000.00JPMorgan Chase Bank, N.A.$363,000,000.00$338,500,000.00Barclays Bank PLC$286,000,000.00$266,000,000.00Société Générale$286,000,000.00$266,000,000.00The Bank of Tokyo - Mitsubishi UFJ, Ltd.$286,000,000.00$286,000,000.00The Royal Bank of Scotland plc$286,000,000.00$266,000,000.00Australia and New Zealand Banking Group Limited$176,000,000.00$176,000,000.00Goldman Sachs Bank USA$176,000,000.00$176,000,000.00Royal Bank of Canada$176,000,000.00$165,000,000.00Toronto Dominion (Texas) LLC$176,000,000.00$176,000,000.00Commerzbank AG, New York and Grand Cayman Branches$132,000,000.00$123,500,000.00BNP Paribas$132,000,000.00$121,500,000.00Deutsche Bank AG, New York Branch$132,000,000.00$132,000,000.00HSBC Bank USA, National Association$132,000,000.00$132,000,000.00ING Bank N.V., Dublin Branch$132,000,000.00$132,000,000.00Lloyds TSB Bank plc$132,000,000.00$124,500,000.00U.S. Bank National Association$132,000,000.00$132,000,000.00




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Banco Bilbao Vizcaya Argentaria, S.A., New York Branch$110,000,000.00$110,000,000.00The Northern Trust Company$99,000,000.00$99,000,000.00KBC Bank NV, New York Branch$66,000,000.00$62,500,000.00Standard Chartered Bank$66,000,000.00$66,000,000.00China Construction Bank Corporation, New York Branch$55,000,000.00$55,000,000.00The Bank of New York Mellon$55,000,000.00$55,000,000.00Industrial and Commercial Bank of China Limited, New York Branch$44,000,000.00$44,000,000.00Westpac Banking Corporation$44,000,000.00$44,000,000.00TOTAL$4,400,000,000.00$4,250,000,000.00










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SCHEDULE II





Restated Schedule 4.01(h) to the Credit Agreement





[attached]




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SCHEDULE 4.01(h)


ERISA MATTERS


ERISA Affiliates Solar Turbines Incorporated and Solar Turbines Services Company (collectively, “Solar”) were provided a notice of withdrawal liability assessment by the Stationary Engineers Local 39 Pension Trust Fund (the “Trust Fund”).  Solar paid the amounts due under the assessment and made a request for review of the assessment under Section 4219 of ERISA.  The Trust Fund responded to Solar's request by recalculating the amount due and refunding an amount to Solar.  The matter is now considered resolved.