exv10w1



 






Exhibit 10.1




     PURCHASE AGREEMENT, dated as of April 1, 2005, between CATERPILLAR FINANCIAL SERVICES
CORPORATION, a Delaware corporation, and CATERPILLAR FINANCIAL FUNDING CORPORATION, a Nevada
corporation.



     WHEREAS in the regular course of its business, the Seller (as hereinafter defined) has
originated or purchased certain fixed-rate retail installment sale contracts and finance lease
contracts secured by new and used machinery and equipment; and



     WHEREAS the Seller and the Purchaser (as hereinafter defined) wish to set forth the terms
pursuant to which the Receivables (as hereinafter defined) are to be sold by the Seller to the
Purchaser, which Receivables will be transferred by the Purchaser, pursuant to the Sale and
Servicing Agreement (as hereinafter defined), to Caterpillar Financial Asset Trust 2005-A (the
“Trust”), and the Trust will issue (i) an Asset Backed Certificate (the “Certificate”) pursuant to
the Trust Agreement (as hereinafter defined), which will represent an undivided interest in the
Trust and (ii) the Notes (as hereinafter defined) pursuant to the Indenture (as hereinafter
defined), which will represent obligations of the Trust.



     NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration and
the mutual terms and covenants contained herein, the parties hereto agree as follows:



ARTICLE I




CERTAIN DEFINITIONS




     SECTION 1.01. Definitions. Except as otherwise specified herein or as the context may
otherwise require, the following terms have the respective meanings set forth below for all
purposes of this Agreement.



     “Administration Agreement” means the Administration Agreement, dated as of April 1,
2005, among the Trust, the Purchaser, the Seller, as administrator, and U.S. Bank National
Association, as indenture trustee, as the same may be amended, modified or supplemented from time
to time.



     “Affiliate” means, with respect to any specified Person, any other Person controlling
or controlled by or under common control with such specified Person. For the purposes of this
definition, “control”, when used with respect to any specified Person, means the power to direct
the management and policies of such Person, directly or indirectly, by contract or otherwise; and
the terms “controlled by,” “controlling” and “under common control with” have meanings correlative
to the foregoing.



     “Affiliate Trust Security Interest” has the meaning specified in Section
4.03(b).



     “Agreement” means this Purchase Agreement, as the same may be amended, modified or
supplemented from time to time.



     “Assignment” means the document of assignment, a form of which is attached as Exhibit
A.



 









 





     “Basic Documents” has the meaning specified in the Indenture.



     “Certificate” has the meaning specified in the Trust Agreement.



     “Closing Date” means April 28, 2005.



     “Contract” has the meaning specified in the Sale and Servicing Agreement.



     “Custodian” means U.S. Bank National Association, in its capacity as custodian under
the Custodial Agreement, and its successors in such capacity.



     “Custodial Agreement” means the Custodial Agreement, dated as of April 1, 2005, among
the Seller, the Purchaser, the Trust and the Custodian, as the same may be amended, modified or
supplemented from time to time.



     “Indenture” means the Indenture, dated as of April 1, 2005, between the Trust and U.S.
Bank National Association, as indenture trustee, as the same may be amended, modified or
supplemented from time to time.



     “Notes” means the Class A-1 3.2056% Asset Backed Notes, the Class A-2 3.66% Asset
Backed Notes, the Class A-3 3.90% Asset Backed Notes, the Class A-4 4.10% Asset Backed Notes and
the Class B 4.27% Asset Backed Notes issued pursuant to the Indenture.



     “Other Equipment” has the meaning specified in Section 4.03(b).



     “Other Obligation” has the meaning specified in Section 4.03(a).



     “Other Security Interest” has the meaning specified in Section 4.03(a).



     “Person” means any individual, corporation, estate, partnership, joint venture,
association, joint stock company, trust, limited liability company, unincorporated organization or
government or any agency or political subdivision thereof.



     “Prospectus” means the Prospectus (which consists of a base prospectus dated April 19,
2005, and a prospectus supplement dated April 20, 2005) pursuant to which the Notes were offered.



     “Purchaser” means Caterpillar Financial Funding Corporation, a Nevada corporation, its
successors and assigns.



     “Receivable” has the meaning specified in the Sale and Servicing Agreement.



     “Receivable Security Interest” has the meaning specified in Section 4.03(a).



     “Repurchase Event” has the meaning specified in Section 6.02(a).



     “Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of
April 1, 2005, among the Trust, the Purchaser (in its capacity as seller thereunder) and the Seller



2









 





(in its capacity as Servicer thereunder), as the same may be amended, modified or supplemented
from time to time.




     “Schedule of Receivables” means the list of Receivables annexed as Schedule A (which
may be in the form of microfiche), as the same may be amended, modified or supplemented from time
to time.



     “Seller” means Caterpillar Financial Services Corporation, a Delaware corporation, its
successors and assigns.



     “Trust” means the Caterpillar Financial Asset Trust 2005-A, a Delaware statutory
trust.



     “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of April
28, 2005, between the Purchaser and Chase Bank USA, National Association, as owner trustee, as the
same may be amended, modified or supplemented from time to time.



     “UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction, as
amended from time to time.



     SECTION 1.02. Other Definitional Provisions.




     (a) Capitalized terms used herein and not otherwise defined have the meanings assigned
to them in the Sale and Servicing Agreement or, if not defined therein, in the Indenture, or
if not defined therein, in the Trust Agreement.




     (b) All terms defined in this Agreement shall have the meanings contained herein when
used in any certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.




     (c) As used in this Agreement and in any document made or delivered pursuant hereto,
accounting terms not defined in this Agreement or in any such other document, and accounting
terms partly defined in this Agreement or in any such other document to the extent not
defined, shall have the respective meanings given to them under generally accepted
accounting principles. To the extent that the definitions of accounting terms in this
Agreement or in any such other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in this Agreement
or in any such other document shall control.




     (d) The words “hereof,” “herein,” “hereunder,” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are
references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise
specified; the term “including” shall mean “including without limitation”; and the term “or”
is not exclusive. Terms used herein that are defined in the New York UCC and not otherwise
defined herein shall have the meanings set forth in the New York UCC. Any reference herein
to the Administration Agreement, the Custodial Agreement, the Indenture, the Sale and
Servicing Agreement or the Trust Agreement means such agreement as in effect on the Closing
Date.



3









 






     (e) The definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.



ARTICLE II




CONVEYANCE OF RECEIVABLES




     SECTION 2.01. Conveyance of Receivables. In consideration of the sale on the Closing
Date of $860,601,737 in Contract Balance of Receivables as of the Cut-off Date, the Purchaser shall
deliver to or upon the order of the Seller cash in an amount of $850,074,872. The Seller does
hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse
(subject to the obligations herein), all right, title and interest in and to the following, whether
now owned or hereafter acquired:




     (a) all right, title and interest of the Seller in and to the Receivables, and all
monies (including accrued interest) due thereunder on or after the Cut-off Date;




     (b) the interests of the Seller in the security interests in the Transaction Equipment
granted by Obligors pursuant to the Receivables and any other interest of the Seller in such
Transaction Equipment, including any Liquidation Proceeds;




     (c) the interest and rights of the Seller in any proceeds with respect to the
Receivables from claims on any physical damage, credit life, liability or disability
insurance policies covering Financed Equipment or Obligors, as the case may be;




     (d) the interest of the Seller in any proceeds of repossessed or returned Transaction
Equipment;




     (e) the interest of the Seller in any proceeds from recourse to, or other payments by,
Dealers on Receivables; and




     (f) the proceeds of any and all of the foregoing.



     It is the express intent of the parties hereto that the conveyance of the Receivables and the
other property described above by the Seller to the Purchaser as provided in this Agreement be, and
be construed as, a sale of the Receivables by the Seller to the Purchaser. It is, further, not the
intention of the parties that such conveyance be deemed a pledge of the Receivables or the other
property described above by the Seller to the Purchaser to secure a debt or other obligation of the
Seller. However, in the event, notwithstanding the intent of the parties, the Receivables or the
other property described above are held to be property of the Seller, or if for any reason this
Agreement is held or deemed to create a security interest in the Receivables or the other property
described above then, (a) this Agreement shall be a security agreement within the meaning of
Article 9 of the New York UCC; and (b) the Seller hereby grants to the Purchaser a security
interest in all of the Seller’s right, title, and interest, whether now owned or hereafter
acquired, in and to the property described in clauses (a) through (f) above, in order to secure the
obligations of the Seller hereunder. In connection herewith, the Purchaser (or its assignee) shall
have all of the rights and remedies of a secured party and creditor under the UCC.



4









 





     Any assignment of the interest of the Purchaser pursuant to this Section 2.01 shall
also be an assignment of the security interest created hereby. The Seller and the Purchaser shall,
to the extent consistent with this Agreement, take such actions as may be necessary to ensure that,
if this Agreement creates a security interest in the Receivables, such security interest would be a
perfected security interest of first priority under applicable law and will be maintained as such
throughout the term of the Agreement.



     SECTION 2.02. Ownership and Custody of Receivables Files.




     (a) Upon the acceptance by the Seller of the amount set forth in Section 2.01, the
ownership of each Receivable and the contents of the related Receivables File shall be
vested in the Purchaser.




     (b) In connection with the sale of the Receivables pursuant to Section 2.01, within 30
days of the Closing Date, the Seller shall deliver each Receivable File to the Custodian on
behalf of the Purchaser.



     SECTION 2.03. Books and Records.



     The transfer of each Receivable shall be reflected on the Seller’s balance sheets and other
financial statements prepared in accordance with generally accepted accounting principles as a sale
of assets by the Seller to the Purchaser. The Seller shall be responsible for maintaining, and
shall maintain, a complete and accurate set of accounts, records and computer files for each
Receivable which shall be clearly marked to reflect the ownership of each Receivable by the
Purchaser.



     SECTION 2.04. Custody of Receivable Files. Pursuant to the Custodial Agreement the
Purchaser has appointed the Custodian, and the Custodian accepted such appointment, to act as
custodian of the Receivables Files.



     SECTION 2.05. Certifications by the Servicer and the Custodian.




     (a) In accordance with the terms of the Sale and Servicing Agreement, the Servicer will
review the Receivable Files and deliver the certification required by Section 3.05(a) of the
Sale and Servicing Agreement.




     (b) In accordance with the terms of the Custodial Agreement, the Custodian will review
each of the Receivable Files and deliver the certifications or notices required by to
Sections 3.1 and 4.1 of the Custodial Agreement. It is understood that the scope of the
Custodian’s review of the Receivable Files is limited solely to confirming that it has
received each Receivable File. The Seller agrees to use reasonable efforts to cause to be
delivered to the Custodian any Receivable File that the Custodian determines is missing and
to cause to be remedied a material defect in a document constituting part of a Receivables
File. If, however, within 60 days after it has delivered the Receivable Files to the
Custodian (A) the Seller has not caused such missing Receivable File to be delivered or (B)
the Seller has not caused to be remedied any such material defect, and such defect
materially and adversely affects the interest of the Purchaser in the related Receivable,
the Seller shall remit the Purchase Amount with respect to such Receivable



5









 






to the Purchaser. The sole remedy of the Purchaser, the Trust, the Owner Trustee, the
Indenture Trustee, the Noteholders or the Certificateholder with respect to a breach shall
be to require the Seller to repurchase Receivables pursuant to this Section, subject to the
conditions contained herein. The Owner Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the repurchase of any
Receivable pursuant to this Section.



     SECTION 2.06. The Closing.



     The conveyance of the Receivables and the other property described in Section 2.01 shall take
place on the Closing Date, simultaneously with the closing of the transactions contemplated by the
Sale and Servicing Agreement, the Indenture, the underwriting agreements related to the Notes and
the other Basic Documents.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




     SECTION 3.01. Representations and Warranties of Purchaser. The Purchaser hereby
represents and warrants to the Seller as of the date hereof and as of the Closing Date:




     (a) Organization and Good Standing. The Purchaser is duly organized, validly
existing in good standing under the laws of the State of Nevada, and has the power and
authority to own its properties and to conduct the business in which it is currently
engaged, and had at all relevant times, and has, the power, authority and legal right to
acquire and own the Receivables.




     (b) Due Qualification. The Purchaser is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses and approvals,
in all jurisdictions in which the ownership or lease of property or the conduct of its
business shall require such qualifications.




     (c) Power and Authority. The Purchaser has the power and authority to execute
and deliver this Agreement and to carry out its terms and the execution, delivery and
performance of this Agreement has been duly authorized by the Purchaser by all necessary
corporate action.




     (d) No Violation. The consummation by the Purchaser of the transactions
contemplated by this Agreement and the fulfillment by the Purchaser of the terms hereof do
not conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under, the articles of
incorporation or by-laws of the Purchaser, or any indenture, agreement or other instrument
to which the Purchaser is a party or by which it is bound; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument (other than the Basic Documents); nor violate any
law or, to the best of the Purchaser’s knowledge, any order, rule or regulation applicable
to the Purchaser of any court, federal or state regulatory body, administrative



6









 






agency or other governmental instrumentality having jurisdiction over the Purchaser or
its properties.




     (e) No Proceedings. There are no proceedings or investigations pending or, to
the Purchaser’s best knowledge, threatened, before any court, federal or state regulatory
body, administrative agency or other governmental instrumentality having jurisdiction over
the Purchaser or its properties which (i) assert the invalidity of this Agreement, (ii) seek
to prevent the consummation of any of the transactions contemplated by this Agreement or
(iii) seek any determination or ruling that might materially and adversely affect the
performance by the Purchaser of its obligations under, or the validity or enforceability of,
this Agreement.



     SECTION 3.02. Representations and Warranties of Seller.




     (a) The Seller hereby represents and warrants to the Purchaser of the date hereof and
as of the Closing Date:




     (i) Organization and Good Standing. The Seller is duly organized,
validly existing in good standing under the laws of the State of Delaware, and has
the power and authority to own its properties and to conduct the business in which
it is currently engaged, and had at all relevant times, and has, the power,
authority and legal right to acquire and own the Receivables.




     (ii) Due Qualification. The Seller is duly qualified to do business as
a foreign corporation in good standing, and has obtained all necessary licenses and
approvals, in all jurisdictions in which the ownership or lease of property or the
conduct of its business shall require such qualifications.




     (iii) Power and Authority. The Seller has the power and authority to
execute and deliver this Agreement and to carry out its terms; the Seller has full
power and authority to sell and assign the property sold and assigned to the
Purchaser hereby and has duly authorized such sale and assignment to the Purchaser
by all necessary corporate action; and the execution, delivery and performance of
this Agreement has been duly authorized by the Seller by all necessary corporate
action.




     (iv) No Violation. The consummation by the Seller of the transactions
contemplated by this Agreement and the fulfillment by the Seller of the terms hereof
neither conflict with, result in any breach of any of the terms and provisions of,
nor constitute (with or without notice or lapse of time) a default under, the
certificate of incorporation or by-laws of the Seller, or any indenture, agreement
or other instrument to which the Seller is a party or by which it is bound; nor
result in the creation or imposition of any Lien upon any of its properties pursuant
to the terms of any such indenture, agreement or other instrument (other than the
Basic Documents); nor violate any law or, to the best of the Seller’s knowledge, any
order, rule or regulation applicable to the Seller of



7









 






any court, federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Seller or its properties.




     (v) No Proceedings. There are no proceedings or investigations
pending, or, to the best of Seller’s knowledge, threatened, before any court,
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its properties which (i)
assert the invalidity of this Agreement, (ii) seek to prevent the consummation of
any of the transactions contemplated by this Agreement or (iii) seek any
determination or ruling that might materially and adversely affect the performance
by the Seller of its obligations under, or the validity or enforceability of, this
Agreement.




     (vi) No Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or of any Governmental Authority required in
connection with the execution and delivery by the Seller of this Agreement or any
other Basic Document, the performance by the Seller of the transactions contemplated
by this Agreement or any other Basic Document and the fulfillment by the Seller of
the terms hereof or thereof, have been obtained or have been completed and are in
full force and effect (other than approvals, authorizations, consents, orders or
other actions which if not obtained or completed or in full force and effect would
not have a material adverse effect on the Seller or upon the collectability of any
Receivable or upon the ability of the Seller to perform its obligations under this
Agreement).




     (b) The Seller makes the following representations and warranties as to the Receivables
on which the Purchaser relied in accepting the Receivables. The parties hereto acknowledge
that the representations and warranties below require the Seller to monitor conditions that
it may not have the ability to monitor. Accordingly, wherever the Seller makes, or is
deemed to make, a representation that it cannot monitor, such representation shall be made
as if prefaced with the phrase “to the best of the Seller’s knowledge”; provided,
however, that the determination as to whether a Repurchase Event has occurred
pursuant to Section 6.02 shall be made without reliance on whether the Seller
actually had knowledge of the accuracy of any of its representations. Such representations
and warranties speak as of the execution and delivery of this Agreement but shall survive
the sale, transfer and assignment of the Receivables to the Purchaser and the subsequent
assignments and transfers of the Receivables pursuant to the Sale and Servicing Agreement
and the Indenture:




     (i) Characteristics of Receivables. Each Receivable (A) was originated
in the United States of America by the Seller in the ordinary course of business or
was originated by a Dealer in the ordinary course of business, in each case in
connection with the retail sale by a Dealer of Financed Equipment in the ordinary
course of such Dealer’s business, was fully and properly executed by the parties
thereto, and if originated by such Dealer, was purchased by the Seller from such
Dealer and was validly assigned by such Dealer to the Seller in accordance with its
terms, (B) has created a valid, subsisting and enforceable (subject to paragraph
(iv) below) first priority security interest in favor of the Seller in the



8









 






Financed Equipment, and if applicable, a valid, subsisting and enforceable
(subject to paragraph (iv) below) security interest in favor of the Seller in the
Cross-Collateralized Equipment, which security interests are assignable by the
Seller to the Purchaser, by the Purchaser to the Trust and by the Trust to the
Indenture Trustee, (C) contains customary and enforceable (subject to paragraph (iv)
below) provisions such that the rights and remedies of the holder thereof are
adequate for realization against the collateral of the benefits of the security and
(D) provides for fixed payments (except as described below) on a periodic basis,
yields interest at a fixed-rate (in the case of Receivables related to an
Installment Sales Contract) and is prepayable without premium or penalty at any
time. The fixed payments provided for are sufficient to amortize the Amount
Financed of such Receivable by maturity and yield interest at the APR.




     (ii) Schedule of Receivables. The information set forth in the
Schedule of Receivables to this Agreement is true and correct in all material
respects as of the opening of business on the Cut-off Date and no selection
procedures believed to be adverse to the Noteholders or the Certificateholder were
utilized in selecting the Receivables. The computer tape regarding the Receivables
made available to the Purchaser and its assigns is true and correct in all respects.




     (iii) Compliance with Law. Each Receivable and the sale or lease of
the Financed Equipment complied at the time it was originated or made, and at the
execution of this Agreement complies in all material respects, with all requirements
of applicable federal, state and local laws and regulations thereunder, including
usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the
Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade
Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s
Regulations B and S and other equal credit opportunity and disclosure laws.




     (iv) Binding Obligations. Each Receivable represents the genuine,
legal, valid and binding payment obligation in writing of the Obligor, enforceable
by the holder thereof (which as of the Closing Date is the Seller) in accordance
with its terms, subject to bankruptcy, insolvency and other laws relating to the
enforcement of creditors’ rights generally and to general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or at
law). Such enforceability has not been and is not adversely affected by whether or
not the Seller was or is qualified to do business in the state in which the Obligor
was or is located.




     (v) Security Interest in Financed Equipment. Immediately prior to the
sale, assignment and transfer thereof, each Receivable shall be secured by a validly
perfected first priority security interest in the Financed Equipment in favor of the
Seller as secured party. As of the Cut-off Date, such Financed Equipment is located
in the United States of America.



9









 






     (vi) Receivables in Force. No Receivable has been satisfied,
subordinated or rescinded and no Financed Equipment been released from the lien
granted by the related Receivable in whole or in part. No Receivable is rescindable
on the basis of whether or not the Seller was or is qualified to do business in the
state in which the Obligor was or is located.




     (vii) Prospectus Information. As of the Cut-off Date, each Receivable
conforms and all Receivables in the aggregate conform, in all material respects, to
the description set forth in the Prospectus, including all statistical data or
otherwise.




     (viii) No Amendments. No Receivable has been amended such that the
amount of the Obligor’s Scheduled Payments has been increased or decreased, except
for increases or decreases resulting from the inclusion of any premium for
forced-placed physical damage insurance covering the Financed Equipment.




     (ix) No Defenses. No right of rescission, setoff, counterclaim or
defense has been asserted or threatened with respect to any Receivable.




     (x) No Liens. No liens or claims have been filed for work, labor or
materials relating to any Financed Equipment that are liens prior to, or equal or
coordinate with, the security interest in the Financed Equipment granted by the
Receivable.




     (xi) No Default. No Receivable has a payment that is more than 31 days
overdue as of the Cut-off Date and, except as permitted in this paragraph, no
default, breach, violation or event permitting acceleration under the terms of any
Receivable has occurred and is continuing; and (except for payment defaults
continuing for a period of not more than 31 days) no continuing condition that with
notice or the lapse of time would constitute a default, breach, violation or event
permitting acceleration under the terms of any Receivable has arisen; and the Seller
has not waived and shall not waive any of the foregoing.




     (xii) Insurance. Each Obligor is required to obtain and maintain
physical damage insurance and/or liability insurance, as applicable, covering the
Financed Equipment in accordance with the Seller’s normal requirements.




     (xiii) Title. It is the intention of the Seller that the transfer and
assignment herein contemplated constitute a sale of the Receivables from the Seller
to the Purchaser, and that the beneficial interest in and title to the Receivables
not be part of the debtor’s estate in the event of the filing of a bankruptcy
petition by or against the Seller under any bankruptcy law. No Receivable has been
sold, transferred, assigned or pledged by the Seller to any Person other than the
Purchaser. Immediately prior to the transfer and assignment herein contemplated,
the Seller has good and marketable title to each Receivable, free and clear of all
Liens, encumbrances, security interests and rights of others and, immediately upon
the transfer thereof, the Purchaser shall have good and



10









 






marketable title to each Receivable, free and clear of all Liens, tax,
governmental or similar liens, encumbrances, security interests and rights of
others; and the transfer of the Receivables to the Purchaser has been or will be
within 10 days after the Closing Date perfected under the UCC.




     (xiv) Lawful Assignment. No Receivable has been originated in, or is
subject to the laws of, any jurisdiction under which the sale, transfer and
assignment of such Receivable or any Receivable under this Agreement, the Sale and
Servicing Agreement or the Indenture is unlawful, void or voidable.




     (xv) All Actions Taken. All actions necessary to give the Purchaser a
first priority perfected ownership interest in the Receivables pursuant to the UCC
have been taken or will be taken within 10 days after the Closing Date.




     (xvi) Leases. Each Lease, relating to any Receivable (A) creates a
security interest rather than a lease for purposes of Section 1-201 of the UCC, (B)
is not a “consumer lease” within the meaning of Article 2A of the UCC in any
jurisdiction where said Article 2A has been adopted and governs the construction
thereof, (C) to the best knowledge of Seller, the related Obligor has accepted the
related Financed Equipment leased to it and has not notified Seller of any defects
therein, (D) is by its terms an absolute and unconditional obligation of the related
Obligor, non-cancelable and except in certain instances involving loss or damage to
the related Financed Equipment, non-prepayable prior to the expiration of the
initial term of such Lease of the related Obligor, (E) requires the related Obligor
to maintain the related Financed Equipment for its own account, (F) the rights with
respect to such Lease are assignable by the Seller thereunder without the consent of
any Person, (G) is net to the Seller of any maintenance, taxes, insurance or other
expenses and (H) contains provisions requiring the related Obligor to assume all
risk of loss or malfunction of the related Financed Equipment.




     (xvii) Maturity of Receivables. Each Receivable has a final scheduled
payment date due not later than the payment date occurring in March 2010 as of the
Cut-off Date and the weighted average remaining term of the Receivables is 44 months
as of the Cut-off Date.




     (xviii) Location of Receivable Files. The Receivable Files are kept at
the location listed in Schedule B to the Sale and Servicing Agreement.




     (xix) Outstanding Contract Balance. Each Receivable has an outstanding
Contract Balance of at least $5,000.00 as of the Cut-off Date.




     (xx) No Bankruptcies. No Obligor on any Receivable as of the Cut-off
Date was noted in the related Receivable File as having filed for bankruptcy or as
being subject to a bankruptcy proceeding and to the Seller’s knowledge no such
proceeding is pending or threatened against any Obligor.



11









 






     (xxi) No Repossessions. No Financed Equipment securing any Receivable
is in repossession status.




     (xxii) Chattel Paper. Each Receivable constitutes “tangible chattel
paper” within the meaning of the UCC of the States of New York and Nevada;




     (xxiii) Obligors. None of the Receivables is due from any Person which
does not have a mailing address in the United States of America. No Receivable is
due from the United States of America or any State or from any agency, department,
instrumentality or political subdivision thereof.




     (xxiv) One Original. There is only one Original Contract related to
each Receivable. With respect to each Receivable, the Seller has a perfected, first
priority ownership or security interest in such Receivable, free and clear of all
Liens, encumbrances, security interests or rights of others.




     (xxv) Payment Frequency. As of the Cut-off Date and as shown on the
books of the Seller, Receivables having an aggregate Contract Balance equal to
approximately 86.1% of the aggregate Contract Balance of all Receivables had monthly
scheduled payments; and as of the Cut-off Date and as shown on the books of the
Seller, Receivables having an aggregate Contract Balance equal to approximately
13.9% of the aggregate Contract Balance of all Receivables had scheduled payments
which have monthly scheduled payments other than certain months specified therein
for which payment is skipped.




     (xxvi) Interest Accrual. Each Receivable related to an Installment
Sales Contract is, as of the Closing Date, accruing interest.




     (xxvii) Notification of Obligors. With respect to each Dealer
Receivable, the related Obligor has been notified with respect to the assignment of
the related Contract to the Seller.



ARTICLE IV




CONDITIONS




     SECTION 4.01. Conditions to the Obligation of the Purchaser. The obligation of the
Purchaser to purchase the Receivables is subject to the satisfaction of the following conditions:




     (a) Representations and Warranties True. The representations and warranties of
the Seller hereunder shall be true and correct on the Closing Date with the same effect as
if then made and the Seller shall have performed all obligations to be performed by it
hereunder on or prior to the Closing Date.




     (b) Computer Files Marked. The Seller shall, at its own expense on or prior to
the Closing Date (i) indicate in its computer files that receivables created in connection
with the Receivables have been sold to the Purchaser pursuant to this Agreement and sold



12









 






by the Purchaser to the Trust pursuant to the Sale and Servicing Agreement and (ii)
deliver to the Purchaser the Schedule of Receivables certified by the Chairman, the
President, a Vice President, Secretary, the Treasurer or an Assistant Treasurer of the
Seller to be true, correct and complete.




     (c) Documents to be Delivered by Seller at Closing.




     (i) Assignment. On the Closing Date, the Seller will execute and
deliver the Assignment. The Assignment shall be substantially in the form of
Exhibit A.




     (ii) [Intentionally Omitted]




     (iii) [Intentionally Omitted]




     (iv) Other Documents. Such other documents as the Purchaser may
reasonably request.




     (d) Other Transactions. The transactions contemplated by the Basic Documents
to be consummated on the Closing Date shall be consummated on such date.



     SECTION 4.02. Conditions to Obligation of Seller. The obligation of the Seller to
sell the Receivables to the Purchaser is subject to the satisfaction of the following conditions:




     (a) Representations and Warranties True. The representations and warranties of
the Purchaser hereunder shall be true and correct on the Closing Date with the same effect
as if then made and the Purchaser shall have performed all obligations to be performed by it
hereunder on or prior to the Closing Date.




     (b) Receivables Purchase Price. On the Closing Date, the Purchaser shall have
delivered to the Seller the purchase price specified in Section 2.01.



     SECTION 4.03. Junior Liens on Financed Equipment and Other Equipment.




     (a) To the extent that any item of Financed Equipment is subject to a security interest
in favor of the Seller (each, an “Other Security Interest”) to secure an obligation of the
related Obligor that is not part of a Receivable that has been transferred to the Purchaser
pursuant to Section 2.01 (each, an “Other Obligation”), then the Seller agrees that,
notwithstanding any other provision of any document, instrument or agreement to the
contrary, and until (i) the related Receivable has been paid in full or (ii) the security
interest in such item of Financed Equipment that secures the Receivable (the “Receivable
Security Interest”) has been discharged or released, (A) the Receivable Security Interest in
the Financed Equipment shall be prior and senior to the Other Security Interest in the
Financed Equipment, and the Other Security Interest in the
Financed Equipment shall be subordinate and junior to the Receivable Security Interest in the Financed Equipment, (B)
the Seller shall not transfer the Other Obligation to an Affiliate of the Seller or a trust
(other than the Trust) established by the Purchaser or any of its Affiliates unless the
documentation for such transaction provides that the Receivable Security Interest in the


13









 







Financed Equipment shall be prior and senior to the Other Security Interest in the Financed
Equipment, and the Other Security Interest in the Financed Equipment shall be subordinate
and junior to the Receivable Security Interest in the Financed Equipment, and (C) the Seller
shall not transfer the Other Obligation (other than as described in clause (B) of this
Section) unless the transferee agrees in writing that the Receivable Security Interest in
the Financed Equipment shall be prior and senior to the Other Security Interest in the
Financed Equipment, and the Other Security Interest in the Financed Equipment shall be
subordinate and junior to the Receivable Security Interest in the Financed Equipment.




     (b) To the extent that any Receivable is secured by a security interest in any
equipment other than the Financed Equipment (the “Other Equipment”) and such Other Equipment
is subject to a security interest (each, an “Affiliate Trust Security Interest”) in favor of
the Seller that has been assigned by the Seller to a trust (other than the Trust)
established by the Purchaser or any of its Affiliates, then the Seller and the Purchaser
agree that that the Affiliate Trust Security Interest in the Other Equipment shall be prior
and senior to the security interest in the Other Equipment that secures the Receivable, and
the security interest in the Other Equipment that secures the Receivable shall be
subordinate and junior to the Affiliate Trust Security Interest in the Other Equipment.



ARTICLE V




COVENANTS OF THE SELLER AND THE PURCHASER




     The Seller and the Purchaser agree with each other as follows; provided,
however, that to the extent that any provision of this Article conflicts with any provision
of the Sale and Servicing Agreement, the Sale and Servicing Agreement shall govern:



     SECTION 5.01. Protection of Right, Title and Interest.




     (a) Further Assurances. The Seller shall take all actions to preserve and
protect the right, title and interest of the Purchaser in and to the Receivables and the
other property included in the Owner Trust Estate. The Purchaser shall cooperate fully with
the Seller in connection with the obligations set forth above and will execute any and all
documents reasonably required to fulfill the purpose of this paragraph.




     (b) Name Change. Within 15 days after the Seller makes any change in its name
or type or jurisdiction of organization, the Seller shall give the Purchaser notice of any
such change.




     (c) UCC Financing Statements. The Seller shall file and maintain all
appropriate financing statements (in the proper filing office, in the appropriate
jurisdiction), necessary to perfect, and maintain the perfection of, the ownership interest
or security interest of the Purchaser in the Receivables.



     SECTION 5.02. Other Liens or Interests. Except for the conveyances hereunder and
pursuant to the Sale and Servicing Agreement and the other Basic Documents, the Seller shall not
sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to



14









 





exist any Lien on, any interest in, to and under the Receivables, and the Seller shall defend the right,
title and interest of the Purchaser in, to and under the Receivables against all claims of third
parties claiming through or under the Seller or any Dealer; provided, however, that
the Seller’s obligations under this Section shall terminate one year and one day after the
termination of the Trust pursuant to the Trust Agreement.




     SECTION 5.03. Chief Executive Office. During the term of the Receivables, the Seller
will maintain its chief executive office in one of the States of the United States of America or
the District of Columbia.



     SECTION 5.04. Corporate Existence.




     (a) During the term of this Agreement, the Purchaser will keep in full force and effect
its existence, rights and franchises as a corporation under the laws of Nevada and will
obtain and preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and enforceability of this
Agreement, the Basic Documents and each other instrument or agreement necessary or
appropriate to the proper administration of this Agreement and the Sale and Servicing
Agreement and the transactions contemplated hereby.




     (b) The Seller will not take any action or fail to take any action if such act or
omission would cause the Purchaser not to observe the covenants set forth in Section
5.04(c) or to violate the provisions of the Purchaser’s articles of incorporation.




     (c) The Purchaser and the Seller agree that each of their respective businesses shall
be conducted as follows, and neither Purchaser nor the Seller shall take any action or fail
to take any action if such act or omission would cause its respective business not to be
conducted as follows:




     (i) The Purchaser will maintain both an office at which its business is and
will be conducted and a telephone number separate from the Seller or any of the
Seller’s Affiliates.




     (ii) At least two of the Purchaser’s directors are not and will not be
directors, officers or employees of the Seller or any of the Seller’s Affiliates.
No employee of the Purchaser shall engage in any servicing functions with respect to
the Receivables and, with respect to the Purchaser, shall only engage in corporate
governance and clerical functions. So long as the Purchaser maintains an employee
at its office, the Purchaser shall at all times maintain comprehensive liability and
workmen’s compensation insurance (as is customary for commercial enterprises) in an
amount, when taking into account any available umbrella policy, at least equal to
$5,000,000.




     (iii) The Purchaser will maintain corporate records and books and accounts
separate from those of the Seller or any of the Seller’s Affiliates.




     (iv) Except as expressly permitted by the Sale and Servicing Agreement with
respect to collections on the Receivables prior to the transfer of



15









 






such collections to the Collection Account, the Purchaser’s funds will not be commingled with those
of the Seller or any of the Seller’s Affiliates, and the Purchaser shall maintain
bank accounts separate from those of the Seller or any of the Seller’s Affiliates.




     (v) As long as it is the Servicer, the Seller shall maintain records permitting
a determination on a daily basis of the amount and location of any of its funds
which are commingled as permitted under clause (iv) above.




     (vi) The Board of Directors of the Purchaser will take appropriate corporate
action (including holding meetings or acting by unanimous consent) to authorize all
of the Purchaser’s corporate actions, and minutes shall be maintained by the
Purchaser separate and apart from those of the Seller or any of the Seller’s
Affiliates.




     (vii) The Purchaser shall at all times be adequately capitalized to engage in
the transactions contemplated at its formation. Without limiting the foregoing, the
Purchaser shall at all times maintain capital sufficient to pay its rent, salary of
any employee, and any required insurance from the Closing Date until the termination
of the Trust in accordance with the terms and conditions of the Trust Agreement.




     (viii) The Purchaser shall not incur or guarantee any debt other than under the
Sale and Servicing Agreement, nor shall the Purchaser make any loans, pledge its
assets for the benefit of any other entity or hold out its credit as being available
to satisfy the obligations of others, other than as permitted by the Purchaser’s
articles of incorporation.




     (ix) The Purchaser shall not engage in any transaction with the Seller or any
of the Seller’s Affiliates on terms more favorable than in a similar transaction
involving a third party.




     (x) The Purchaser shall at all times use its own stationery.




     (xi) The Purchaser shall always be described as a separate corporation, and
never as a department, division or otherwise of the Seller or any of the Seller’s
Affiliates.




     (xii) The Purchaser shall act solely in its own corporate name and through its
own authorized officers and agents. Neither the Purchaser nor any of Purchaser’s
Affiliates shall be appointed agent of the Seller, except as expressly provided for
by the Sale and Servicing Agreement and the Administration Agreement.




     (xiii) The data and records (including computer records) used by the Purchaser
or the Seller in the collection and administration of the Receivables shall reflect
the Purchaser’s ownership interest therein.



16









 






     (xiv) Other than organizational expenses, the Purchaser shall be responsible
for the payment of all expenses including the salaries of its employees,
indebtedness and other obligations incurred by it, including a fair and reasonable
allocation for shared office space.




     (xv) The Purchaser shall at all times hold itself out to the public under the
Purchaser’s own name as a legal entity separate and distinct from the Seller and any
of the Seller’s Affiliates and shall correct any known misunderstanding regarding
its separate identity.




     (xvi) None of the Purchaser’s funds nor any of the funds held by the Seller on
behalf of the Purchaser or the holders of the Certificate or the Notes shall be
invested in securities issued by the Seller or any of the Seller’s Affiliates.




     (xvii) The Purchaser shall at all times maintain a sufficient number of
employees in light of its contemplated business operations.




     (xviii) At any time the Notes are outstanding, the Seller shall not (A)
dissolve or liquidate, (B) merge or consolidate with any other entity, (C) sell its
assets substantially in their entirety to any other entity or (D) amend its articles
of incorporation, in each case unless the Rating Agency Condition is satisfied.




     (d) The Purchaser and the Seller will each furnish to the other on or before April 30
of each year (commencing April 30, 2006) for so long as any Certificate or Note remains
outstanding an Officer’s Certificate to the effect that all of its respective obligations
under this Section 5.04 have been fulfilled throughout the preceding calendar year (or the
period from the Closing Date until December 31, 2005, as applicable), or, if there has been
any default in the fulfillment of any such obligations, specifying each such default known
to the signer thereof and the nature and status thereof.




     (e) The Seller will not transfer or assign any interest in the Purchaser except
pursuant to an instrument under which the transferee or assignee of such interest expressly
assumes the performance of all covenants of the Seller to be performed or observed under
this Section 5.04.




     (f) The annual consolidated audited financial statements of the Purchaser and the
Seller will reflect the results of the issuance of the Notes and Certificates in accordance
with generally accepted accounting principles and also disclose that the assets of the
Seller are not available to pay creditors of the Purchaser or any other Affiliate of the
Seller.



     SECTION 5.05. Indemnification. The Seller shall indemnify the Purchaser for any
liability as a result of the failure of a Receivable to be originated in compliance with all
requirements of law and for any breach of any of its representations and warranties
contained herein, other than the representations and warranties made pursuant to Section
3.02(b) for which the sole remedy shall be provided by Section 6.02; provided,
however, that the Seller shall indemnify the Purchaser for any liability arising from a
breach of Section 3.02(b)(ii), (iii) and



17









 





(xxv). These indemnity obligations shall be in addition to any other obligation that the Seller may otherwise have.




ARTICLE VI




MISCELLANEOUS PROVISIONS




     SECTION 6.01. Obligations of Seller. The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any
Receivable.



     SECTION 6.02. Repurchase Events.




     (a) The Seller hereby covenants and agrees with the Purchaser for the benefit of the
Purchaser, the Indenture Trustee, the Noteholders, the Owner Trustee and the
Certificateholder that the occurrence of a breach of any of the Seller’s representations and
warranties contained in Section 3.02(b) (other than the representation and warranty
contained in Section 3.02(b)(xxv)) in respect of a Receivable shall constitute an
event obligating the Seller to repurchase such Receivable (each, a “Repurchase Event”), at
the Purchase Amount from the Purchaser or from the Trust.




     (b) These repurchase obligations of the Seller shall constitute the sole remedies to
the Purchaser, the Indenture Trustee, the Noteholders, the Owner Trustee and the
Certificateholder against the Seller with respect to any Repurchase Event.




     (c) The terms and conditions of the Purchaser’s rights and obligations to enforce its
right of repurchase pursuant to this Section 6.02 shall be governed by Section 3.02 of the
Sale and Servicing Agreement.



     SECTION 6.03. Purchaser Assignment of Repurchased Receivables. With respect to all
Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser shall assign,
without recourse, representation or warranty, to the Seller all the Purchaser’s right, title and
interest in and to such Receivables, and all security and documents relating thereto.



     SECTION 6.04. Trust. The Seller acknowledges and agrees that (a) the Purchaser will,
pursuant to the Sale and Servicing Agreement, sell the Receivables to the Trust and assign its
rights under this Agreement to the Trust, (b) the Trust will, pursuant to the Indenture, assign
such Receivables and such rights to the Indenture Trustee and (c) the representations and
warranties contained in this Agreement and the rights of the Purchaser under this Agreement,
including Section 6.02, are intended to benefit the Trust, the Certificateholder and the
Noteholders (and may be enforced directly by the Indenture Trustee on behalf of the Noteholders and
by the Owner Trustee on behalf of the Trust or the Certificateholder). The Seller hereby consents
to all such sales and assignments.



     SECTION 6.05. Amendment. This Agreement may be amended from time to time, with prior
written notice to the Rating Agencies, by a written amendment duly executed and delivered by the
Seller and the Purchaser, without the consent of the Noteholders or the Certificateholder, for the
purpose of adding any provisions to or changing in any manner or



18









 





eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholder;
provided that such amendment will not, as expressed in an Opinion of Counsel, materially and
adversely affect the interest of any Noteholder or the Certificateholder or the federal tax
characterization of the Notes. This Agreement may also be amended by the Seller and the Purchaser,
with prior written notice to the Rating Agencies, with the consent of the Noteholders evidencing a
majority in the Outstanding Principal Amount of the Notes and the Certificateholder for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of Noteholders or the Certificateholder;
provided, however, that no such amendment may (i) increase or reduce in any manner
the amount of, or accelerate or delay the timing of, any payment by Seller hereunder or collections
of payments on Receivables or distributions that are required to be made for the benefit of
Noteholders or the Certificateholder or (ii) reduce the aforesaid percentage of the Notes and the
Certificate which are required to consent to any such amendment, without the consent of the holders
of all the outstanding Notes and the holder of the Certificate.




     SECTION 6.06. Waivers. No failure or delay on the part of the Purchaser in exercising
any power, right or remedy under this Agreement or the Assignment shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or remedy preclude and
any other or further exercise thereof or the exercise of any other power, right or remedy.



     SECTION 6.07. Notices. All demands, notices and communications under this Agreement
shall be in writing, personally delivered or mailed by certified mail, return receipt requested,
and shall be deemed to have been duly given upon receipt (a) in the case of the Seller, to
Caterpillar Financial Services Corporation, 2120 West End Avenue, Nashville, TN 37203-0001, (615)
341-1000; (b) in the case of the Purchaser, to Caterpillar Financial Funding Corporation, 4040 S.
Eastern Avenue, Suite 344, Las Vegas, Nevada 89119 (702) 735-2514; (c) in the case of Moody’s, to
Moody’s Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York
10007; and (d) in the case of Standard & Poor’s, to Standard & Poor’s Ratings Services, 55 Water
Street, 40th Floor, New York, New York 10004, Attention of Asset Backed Surveillance Department; or
as to each of the foregoing, at such other address as shall be designated by written notice to the
other parties.



     SECTION 6.08. Costs and Expenses. The Seller will pay all expenses incident to the
performance of its obligations under this Agreement, and the Seller agrees to pay all reasonable
out-of-pocket costs and expenses of the Purchaser, excluding fees and expenses of counsel, in
connection with the perfection as against third parties of the Purchaser’s right, title and
interest in and to the Receivables and the enforcement of any obligation of the Seller hereunder.



     SECTION 6.09. Representations of Seller and Purchaser. The respective agreements,
representations, warranties and other statements by the Seller and the Purchaser set forth in or made pursuant to this Agreement shall remain in full force and
effect and will survive the closing under Section 2.02.



19









 





     SECTION 6.10. Confidential Information. The Purchaser agrees that it will neither use
nor disclose to any Person the names and addresses of the Obligors, except in connection with the
enforcement of the Purchaser’s rights hereunder, under the Receivables, under the Sale and
Servicing Agreement or any other Basic Document or as required by any of the foregoing or by law.



     SECTION 6.11. Headings and Cross-References. The various headings in this Agreement
are included for convenience only and shall not affect the meaning or interpretation of any
provision of this Agreement. References in this Agreement to Section names or numbers are to such
Sections of this Agreement.



     SECTION 6.12. Governing Law. THIS AGREEMENT AND THE ASSIGNMENTS SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     SECTION 6.13. Counterparts. This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which shall be an original,
but all of which together shall constitute one and the same instrument.



[Signature Page Follows]




20









 





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



	 	 	 	 	 
	 	 	CATERPILLAR FINANCIAL FUNDING
	 	 	CORPORATION, as Purchaser
	 
	 	 	 	 
	

	 	By:
	 	/s/ James A. Duensing
	

	 	 	 	 
	

	 	 	 	     Name: James A. Duensing
	

	 	 	 	     Title: Treasurer
	 
	 	 	 	 
	 	 	CATERPILLAR FINANCIAL SERVICES
	 	 	CORPORATION, as Seller
	 
	 	 	 	 
	

	 	By:
	 	/s/ James A. Duensing
	

	 	 	 	 
	

	 	 	 	     Name: James A. Duensing
	

	 	 	 	     Title: Treasurer






Purchase Agreement
               









 






SCHEDULE A




SCHEDULE OF RECEIVABLES




Schedule A-1





 









 








EXHIBIT A




ASSIGNMENT OF RECEIVABLES




April 28, 2005




          For value received, in accordance with the Purchase Agreement, dated as of April 1, 2005 (the
“Purchase Agreement”), between the undersigned, as seller, and Caterpillar Financial Funding
Corporation, as purchaser (the “Purchaser”), the undersigned does hereby sell, assign, transfer and
otherwise convey unto the Purchaser, without recourse, (i) all right, title and interest of the
undersigned in and to the Receivables, and all monies (including accrued interest) due thereunder
on and after the Cut-off Date; (ii) the interests of the undersigned in the security interests in
the Transaction Equipment granted by Obligors pursuant to the Receivables and any other interest of
the undersigned in such Transaction Equipment, including any Liquidation Proceeds; (iii) the
interest and rights of the undersigned in any proceeds with respect to the Receivables from claims
on any physical damage, credit life, liability or disability insurance policies covering Financed
Equipment or Obligors, as the case may be; (iv) the interest of the undersigned in any proceeds
from recourse to, or other payment by, Dealers on Receivables; and (v) the proceeds of any and all
of the foregoing.



          This Assignment is made pursuant to and upon the representations, warranties and agreements on
the part of the undersigned contained in the Purchase Agreement and is to be governed by the
Purchase Agreement.



          Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
them in the Purchase Agreement.



          IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed as of the
day and year first set forth above.



	 	 	 	 	 
	 	 	CATERPILLAR FINANCIAL SERVICES
	 	 	CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:






 









 






PURCHASE AGREEMENT




between




CATERPILLAR FINANCIAL SERVICES CORPORATION




Seller




and




CATERPILLAR FINANCIAL FUNDING CORPORATION




Purchaser




Dated as of April 1, 2005









 









 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I     CERTAIN DEFINITIONS
	 	 	1	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Other Definitional Provisions
	 	 	3	 
	ARTICLE II     CONVEYANCE OF RECEIVABLES
	 	 	3	 
	SECTION 2.01. Conveyance of Receivables
	 	 	3	 
	SECTION 2.02. Ownership and Custody of Receivables Files
	 	 	5	 
	SECTION 2.03. Books and Records
	 	 	5	 
	SECTION 2.04. Custody of Receivable Files
	 	 	5	 
	SECTION 2.05. Certifications by the Servicer and the Custodian
	 	 	5	 
	SECTION 2.06. The Closing
	 	 	6	 
	ARTICLE III     REPRESENTATIONS AND WARRANTIES
	 	 	6	 
	SECTION 3.01. Representations and Warranties of Purchaser
	 	 	6	 
	SECTION 3.02. Representations and Warranties of Seller
	 	 	7	 
	ARTICLE IV     CONDITIONS
	 	 	12	 
	SECTION 4.01. Conditions to the Obligation of the Purchaser
	 	 	12	 
	SECTION 4.02. Conditions to Obligation of Seller
	 	 	13	 
	SECTION 4.03. Junior Liens on Financed Equipment and Other Equipment
	 	 	13	 
	ARTICLE V     COVENANTS OF THE SELLER AND THE PURCHASER
	 	 	14	 
	SECTION 5.01. Protection of Right, Title and Interest
	 	 	14	 
	SECTION 5.02. Other Liens or Interests
	 	 	14	 
	SECTION 5.03. Chief Executive Office
	 	 	15	 
	SECTION 5.04. Corporate Existence
	 	 	15	 
	SECTION 5.05. Indemnification
	 	 	17	 
	ARTICLE VI     MISCELLANEOUS PROVISIONS
	 	 	18	 
	SECTION 6.01. Obligations of Seller
	 	 	18	 
	SECTION 6.02. Repurchase Events
	 	 	18	 
	SECTION 6.03. Purchaser Assignment of Repurchased Receivables
	 	 	18	 
	SECTION 6.04. Trust
	 	 	18	 
	SECTION 6.05. Amendment
	 	 	18	 
	SECTION 6.06. Waivers
	 	 	19	 






-i-









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	SECTION 6.07. Notices
	 	 	19	 
	SECTION 6.08. Costs and Expenses
	 	 	19	 
	SECTION 6.09. Representations of Seller and Purchaser
	 	 	19	 
	SECTION 6.10. Confidential Information
	 	 	20	 
	SECTION 6.11. Headings and Cross-References
	 	 	20	 
	SECTION 6.12. Governing Law
	 	 	20	 
	SECTION 6.13. Counterparts
	 	 	20	 






-ii-









 






An extra section break has been inserted above this paragraph. Do not delete this section break if
you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table
of Contents/Authorities headers and footers to appear on any pages following the Table of
Contents/Authorities.