exv10w2



 






Exhibit 10.2




CATERPILLAR FINANCIAL ASSET TRUST 2005-A




Class A-1 3.2056% Asset Backed Notes




Class A-2 3.66% Asset Backed Notes




Class A-3 3.90% Asset Backed Notes




Class A-4 4.10% Asset Backed Notes




Class B 4.27% Asset Backed Notes




ADMINISTRATION AGREEMENT




Dated as of April 1, 2005










CATERPILLAR FINANCIAL SERVICES CORPORATION




Administrator




 









 





     ADMINISTRATION AGREEMENT, dated as of April 1, 2005 (as amended, modified or supplemented from
time to time, this “Agreement”), among CATERPILLAR FINANCIAL ASSET TRUST 2005-A, a Delaware
statutory trust (the “Issuer”), CATERPILLAR FINANCIAL SERVICES CORPORATION, a Delaware corporation
(“CFSC”), as administrator (the “Administrator”), CATERPILLAR FINANCIAL FUNDING CORPORATION, a
Nevada corporation, as seller (the “Seller”), and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity but solely as trustee (the “Indenture
Trustee”).



W I T N E S S E T H :




     WHEREAS the Issuer is issuing the Class A-1 3.2056% Asset Backed Notes (the “Class A-1
Notes”), the Class A-2 3.66% Asset Backed Notes (the “Class A-2 Notes”), the Class A-3 3.90% Asset
Backed Notes (the “Class A-3 Notes”), the Class A-4 4.10% Asset Backed Notes (the “Class A-4
Notes”) and the Class B 4.27% Asset Backed Notes (the “Class B Notes”; together with the Class A-1
Notes, Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”) pursuant to the
Indenture, dated as of April 1, 2005 (as amended, modified or supplemented from time to time, the
“Indenture”), between the Issuer and the Indenture Trustee.



     WHEREAS the Issuer has entered into certain agreements in connection with the issuance of the
Notes and of certain beneficial ownership interests of the Issuer, including (i) a Sale and
Servicing Agreement, dated as of April 1, 2005 (as amended, modified or supplemented from time to
time, the “Sale and Servicing Agreement”) (capitalized terms used herein and not defined herein
shall have the meanings assigned such terms in the Sale and Servicing Agreement, or if not defined
therein, in the Indenture) among the Issuer, CFSC, as servicer, and the Seller, (ii) a Depository
Agreement dated April 27, 2005 (the “Depository Agreement”), among the Issuer, the Indenture
Trustee and The Depository Trust Company, (iii) the Indenture and (iv) the Custodial Agreement,
dated as of April 1, 2005 (the “Custodial Agreement”), among CFSC, the Seller, the Issuer, the
Indenture Trustee and U.S. Bank National Association, as custodian (the “Custodian”). The Sale and
Servicing Agreement, the Depository Agreement, the Custodial Agreement and the Indenture are
hereinafter referred to collectively as the “Related Agreements”;



     WHEREAS pursuant to the Related Agreements, the Issuer and the Owner Trustee are required to
perform certain duties in connection with (a) the Notes and the collateral therefor granted to the
Indenture Trustee pursuant to the Indenture (the “Collateral”) and (b) the beneficial ownership
interests in the Issuer (the holders of such interests being referred to herein as the “Owners”);



     WHEREAS the Issuer and the Owner Trustee desire to have the Administrator perform certain of
the duties of the Issuer and the Owner Trustee referred to in the preceding clause, and to provide
such additional services consistent with the terms of this Agreement and the Related Agreements as
the Issuer and the Owner Trustee may from time to time request;



     WHEREAS the Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer and the Owner Trustee on the terms set forth
herein;



 









 





     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:



     1. Duties of Administrator.



          (a) Duties with Respect to the Related Agreements. (i) The Administrator agrees to
perform all the duties of the Issuer and the Owner Trustee under the Depository Agreement. In
addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer
and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance
of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the
Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall
prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other
appropriate persons of all such documents, reports, filings, instruments, certificates and opinions
as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to
any Related Agreement. In furtherance of the foregoing, the Administrator shall take all
appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the
Indenture including, without limitation, such of the foregoing as are required with respect to the
following matters under the Indenture (references are to sections of the Indenture):





          (A) the preparation of or obtaining of the documents and instruments required for
authentication of the Notes, if any, and delivery of the same to the Indenture Trustee
(Section 2.02);




          (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee
notice of any appointment of a new Note Registrar and the location, or change in location,
of the Note Register (Section 2.04);




          (C) the notification of Noteholders of the final principal payment on their Notes
(Section 2.07(b));




          (D) the fixing or causing to be fixed of any specified record date and the notification
of the Indenture Trustee and Noteholders with respect to special payment dates, if any
(Section 2.07(c));




          (E) the preparation, obtaining or filing of the instruments, opinions and certificates
and other documents required for the release of collateral (Section 2.09);




          (F) the duty to cause newly appointed Paying Agents, if any, to deliver to the
Indenture Trustee the instrument specified in the Indenture regarding funds held in trust
(Section 3.03);




          (G) the direction to Paying Agents, if any, to pay to the Indenture Trustee all sums
held in trust by such Paying Agents (Section 3.03);




          (H) the obtaining and preservation of the Issuer’s qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to protect



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the validity and enforceability of the Indenture, the Notes, the Collateral and each
other instrument and agreement included in the Trust Estate (Section 3.04);




          (I) the preparation of all supplements, amendments, financing statements, continuation
statements, if any, instruments of further assurance and other instruments, in accordance
with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section
3.05);




          (J) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery
of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the
Trust Estate, and the annual delivery of the Officer’s Certificate and certain other
statements, in accordance with Section 3.09 of the Indenture, as to compliance with
the Indenture (Sections 3.06 and 3.09);




          (K) the identification to the Indenture Trustee in an Officer’s Certificate of a Person
with whom the Issuer has contracted to perform its duties under the Indenture (Section
3.07(b));




          (L) the notification of the Indenture Trustee and the Rating Agencies of a Servicer
Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises
from the failure of the Servicer to perform any of its duties under the Sale and Servicing
Agreement, the taking of all reasonable steps available to remedy such failure (Section
3.07(d));




          (M) the preparation and obtaining of documents and instruments required for the release
of the Issuer from its obligation under the Indenture (Section 3.11(b));




          (N) the delivery of notice to the Indenture Trustee and the Rating Agencies of each
Event of Default and each default by the Servicer or Seller under the Sale and Servicing
Agreement (Section 3.19);




          (O) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of
the Indenture and the preparation of an Officer’s Certificate and the obtaining of the
Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);




          (P) the compliance with any written directive of the Indenture Trustee with respect to
the sale of the Trust Estate in a commercially reasonable manner if an Event of Default
shall have occurred and be continuing (Section 5.04);




          (Q) the preparation and delivery of notice to Noteholders of the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);




          (R) the preparation of any written instruments required to confirm more fully the
authority of any co-trustee or separate trustee and any written instruments



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necessary in connection with the resignation or removal of any co-trustee or separate
trustee (Sections 6.08 and 6.10);




          (S) the furnishing of the Indenture Trustee with the names and addresses of Noteholders
during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);




          (T) the preparation and, after execution by the Issuer, the filing with the Commission,
any applicable state agencies and the Indenture Trustee of documents required to be filed on
a periodic basis with, and summaries thereof as may be required by rules and regulations
prescribed by, the Commission and any applicable state agencies and the transmission of such
summaries, as necessary, to the Noteholders (Section 7.03);




          (U) the opening of one or more accounts in the Trust’s name, the preparation of Issuer
Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with
respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and
8.03);




          (V) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of
an Opinion of Counsel and Independent Certificates, if necessary, for the release of the
Trust Estate as defined in the Indenture (Sections 8.04 and 8.05);




          (W) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with
respect to the execution of supplemental indentures and the mailing to the Noteholders of
notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);




          (X) the execution of new Notes conforming to any supplemental indenture (Section 9.06);




          (Y) the notification of Noteholders of redemption of the Notes (Section 10.02);




          (Z) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent
Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any
action under the Indenture (Section 11.01(a));




          (AA) the preparation and delivery of Officer’s Certificates and the obtaining of
Independent Certificates, if necessary, for the release of property from the lien of the
Indenture (Section 11.01(b));




          (BB) the notification of the Rating Agencies, upon the failure of the Indenture Trustee
to give such notification, of the information required pursuant to Section 11.04 of
the Indenture (Section 11.04);




          (CC) the preparation and delivery to Noteholders and the Indenture Trustee of any
agreements with respect to alternate payment and notice provisions (Section 11.06);



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          (DD) the recording of the Indenture, if applicable (Section 11.15); and




          (EE) causing the Servicer to comply with Sections 4.09, 4.10,
4.11 and 5.06 of the Sale and Servicing Agreement.



          (ii) The Administrator will:





          (A) pay the Indenture Trustee from time to time reasonable compensation for all
services rendered by the Indenture Trustee under the Indenture (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of an express
trust);




          (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture
Trustee upon its request for all reasonable expenses, disbursements and advances incurred or
made by the Indenture Trustee in accordance with any provision of the Indenture (including
the reasonable compensation, expenses and disbursements of its agents and either in-house
counsel or outside counsel, but not both), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith;




          (C) indemnify the Indenture Trustee and its agents for, and to hold them harmless
against, any losses, liability or expense incurred without negligence or bad faith on their
part, arising out of or in connection with the acceptance or administration of the
transactions contemplated by the Indenture, including the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties under the Indenture; and




          (D) indemnify the Owner Trustee and its agents for, and to hold them harmless against,
any losses, liability or expense incurred without negligence or bad faith on their part,
arising out of or in connection with the acceptance or administration of the transactions
contemplated by the Trust Agreement, including the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties under the Trust Agreement.



     (b) Additional Duties. (i) In addition to the duties of the Administrator set forth
above, the Administrator shall perform such calculations and shall prepare for execution by the
Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such
documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the
Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at
the request of the Owner Trustee shall take all appropriate action that it is the duty of the
Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section
5 of this Agreement, and in accordance with the directions of the Owner Trustee, the
Administrator shall administer, perform or supervise the performance of such other activities in
connection with the Collateral (including the Related Agreements) as are not covered by any of the
foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within
the capability of the Administrator.



          (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the
Administrator shall be responsible for promptly notifying the




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Owner Trustee in the event that any withholding tax is imposed on the Trust’s payments (or
allocations of income) to the “Owner” as contemplated in Section 5.02(c) of the Trust
Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld
by the Owner Trustee pursuant to such provision.




          (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary,
the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth
in Section 5.05 of the Trust Agreement with respect to, among other things, accounting and
reports to the Certificateholder.




          (iv) The Administrator may satisfy its obligations with respect to clauses (ii) and (iii)
above by retaining, at the expense of the Administrator, a firm of independent public accountants
(the “Accountants”) acceptable to the Owner Trustee which shall perform the obligations of the
Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide
prior to May 25, 2005 a letter in form and substance satisfactory to the Owner Trustee as to
whether any tax withholding is then required and, if required, the procedures to be followed with
respect thereto to comply with the requirements of the Code. The Accountants shall be required to
update the letter in each instance that any additional tax withholding is subsequently required or
any previously required tax withholding shall no longer be required.




          (v) The Administrator shall perform the duties of the Administrator specified in Section
10.02 of the Trust Agreement required to be performed in connection with the resignation or
removal of the Owner Trustee, and any other duties expressly required to be performed by the
Administrator under the Trust Agreement.




          (vi) In carrying out the foregoing duties or any of its other obligations under this
Agreement, the Administrator may enter into transactions with or otherwise deal with any of its
Affiliates; provided, however, that the terms of any such transactions or dealings
shall be in accordance with any directions received from the Issuer and shall be, in the
Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated
parties.




          (vii) It is the intention of the parties hereto that the Administrator shall, and the
Administrator hereby agrees to, execute on behalf of the Issuer or the Owner Trustee all such
documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the
Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. In
furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and
deliver to the Administrator, and to each successor Administrator appointed pursuant to the terms
hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing
the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of
executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings,
instruments, certificates and opinions.




     (c) Non-Ministerial Matters. (i) With respect to matters that in the reasonable
judgment of the Administrator are non-ministerial, the Administrator shall not take any action
unless within a reasonable time before the taking of such action, the Administrator shall have
notified the Owner Trustee of the proposed action and the Owner Trustee shall not



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have withheld consent or provided an alternative direction. For the purpose of the preceding
sentence, “non-ministerial matters” shall include, without limitation:





          (A) the amendment of or any supplement to the Indenture;




          (B) the initiation of any claim or lawsuit by the Issuer and the compromise of any
action, claim or lawsuit brought by or against the Issuer (other than in connection with the
collection of the Receivables);




          (C) the amendment, change or modification of the Related Agreements;




          (D) the appointment of successor Note Registrars, successor Paying Agents and successor
Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators
or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent
or Indenture Trustee of its obligations under the Indenture; and




          (E) the removal of the Indenture Trustee.



          (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not
be obligated to, and shall not, (x) make any payments to the Noteholders or the Certificateholder
under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the
Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its
behalf.




     2. Records. The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records shall be accessible
for inspection by the Issuer, the Owner Trustee, the Indenture Trustee and the Seller at any time
during normal business hours.



     3. Compensation. As compensation for the performance of the Administrator’s
obligations under this Agreement, the Administrator shall be entitled to $500 per month which shall
be payable in accordance with Section 5.04 of the Sale and Servicing Agreement. The Seller
shall also reimburse the Administrator for any of its liabilities and expenses related to its
performance hereunder or under any Related Agreement (including without limitation those expenses
set forth in Section 1(a)(ii) of this Agreement).



     4. Additional Information To Be Furnished to Issuer. The Administrator shall furnish
to the Issuer from time to time such additional information regarding the Collateral as the Issuer
shall reasonably request.



     5. Independence of Administrator. For all purposes of this Agreement, the

Administrator shall be an independent contractor and shall not be subject to the supervision of the
Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of
its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have
no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.



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     6. No Joint Venture. Nothing contained in this Agreement shall (i) constitute the
Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate entity, (ii) be
construed to impose any liability as such on any of them or (iii) be deemed to confer on any of
them any express, implied or apparent authority to incur any obligation or liability on behalf of
the others.



     7. Other Activities of Administrator. Nothing herein shall prevent the Administrator
or its affiliates from engaging in other businesses or, in its sole discretion, from acting in a
similar capacity as an administrator for any other person or entity even though such person or
entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the
Indenture Trustee.



     8. Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement
shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall
automatically terminate.



          (b) Subject to Section 8(e) and (f), the Administrator may resign its duties hereunder by
providing the Issuer with at least 60 days prior written notice.




          (c) Subject to Section 8(e) and (f), the Issuer may remove the Administrator without cause by
providing the Administrator with at least 60 days prior written notice.




          (d) Subject to Section 8(e) and (f), at the sole option of the Issuer, the Administrator may
be removed immediately upon written notice of termination from the Issuer to the Administrator if
any of the following events shall occur:




               (i) the Administrator shall default in the performance of any of its duties under this
Agreement and, after notice of such default, shall not cure such default within ten days (or, if
such default cannot be cured in such time, shall not give within 10 days such assurance of cure as
shall be reasonably satisfactory to the Issuer);



               (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and
such decree or order shall not have been vacated within 60 days, in respect of the Administrator in
any involuntary case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for the Administrator or any substantial part of its property or order the
winding-up or liquidation of its affairs; or



               (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order
for relief in an involuntary case under any such law, or shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the
Administrator or any substantial part of its property, shall consent to the taking of possession by
any such official of any substantial part of its property, shall make any general assignment for
the benefit of creditors or shall fail generally to pay its debts as they become due.



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     The Administrator agrees that if any of the events specified in clause (ii) or (iii) of this
Section shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee
within seven days after the happening of such event.



          (e) No resignation or removal of the Administrator pursuant to this Section shall be effective
until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor
Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same
manner as the Administrator is bound hereunder.




          (f) The appointment of any successor Administrator shall be effective only after satisfaction
of the Rating Agency Condition with respect to the proposed appointment.




     9. Action upon Termination, Resignation or Removal. Promptly upon the effective date
of termination of this Agreement pursuant to Section 8(a) or the resignation or removal of
the Administrator pursuant to Section 8(b) or (c), respectively, the Administrator
shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such
termination, resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 8(a) deliver to the Issuer all property and documents of or relating to
the Collateral then in the custody of the Administrator. In the event of the resignation or removal
of the Administrator pursuant to Section 8(b) or (c), respectively, the
Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the
Issuer in making an orderly transfer of the duties of the Administrator.



     10. Notices. Any notice, report or other communication given hereunder shall be in
writing and addressed as follows:



	 	 	 	 	 
	

	 	(a)
	 	if to the Issuer or the Owner Trustee, to
	 
	 	 	 	 
	

	 	 	 	Caterpillar Financial Asset Trust 2005-A
	

	 	 	 	Chase Bank USA, National Association
	

	 	 	 	c/o JPMorgan Chase, N.A.
	

	 	 	 	500 Stanton Christiana Road, OPS4
	

	 	 	 	3rd Floor
	

	 	 	 	Newark, Delaware 19713
	

	 	 	 	Attention: Institutional Trust Services
	 
	 	 	 	 
	

	 	(b)
	 	if to the Administrator, to
	 
	 	 	 	 
	

	 	 	 	Caterpillar Financial Services Corporation
	

	 	 	 	2120 West End Avenue
	

	 	 	 	Nashville, TN 37203-0001
	 
	 	 	 	 
	

	 	(c)
	 	if to the Indenture Trustee, to
	 
	 	 	 	 
	

	 	 	 	U.S. Bank National Association
	

	 	 	 	209 S. LaSalle Street, Suite 300
	

	 	 	 	Chicago, IL 60604






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	 	(d)
	 	if to the Seller, to
	 
	 	 	 	 
	

	 	 	 	Caterpillar Financial Funding Corporation
	

	 	 	 	4040 S. Eastern Avenue
	

	 	 	 	Suite 344
	

	 	 	 	Las Vegas, Nevada 89119






or to such other address as any party shall have provided to the other parties in writing. Any
notice required to be in writing hereunder shall be deemed given if such notice is mailed by
certified mail, postage prepaid, or hand-delivered to the address of such party as provided above,
except that notices to the Indenture Trustee are effective only upon receipt.




     11. Amendments. This Agreement may be amended, with prior written notice to the
Rating Agencies, from time to time by a written amendment duly executed and delivered by the
Issuer, the Administrator and the Indenture Trustee, with the written consent of the Owner Trustee,
without the consent of the Noteholders 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 the Noteholders or the Certificateholder;
provided, however, that such amendment will not, in the 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, with prior written
notice to the Rating Agencies, by the Issuer, the Administrator and the Indenture Trustee with the
written consent of the Owner Trustee and the holders of Notes evidencing a majority in the
Outstanding Amount of the Notes and the holder of the Certificate 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, collections of payments on Receivables or distributions that are
required to be made for the benefit of the Noteholders or the Certificateholder or (ii) reduce the
aforesaid percentage of the holders of Notes and the holder of the Certificate which are required
to consent to any such amendment, without the consent of the holders of all the outstanding Notes
and the Certificate. Notwithstanding the foregoing, the Administrator may not amend this Agreement
without the permission of the Seller, which permission shall not be unreasonably withheld.



     12. Successors and Assigns. This Agreement may not be assigned by the Administrator
unless such assignment is previously consented to in writing by the Issuer and the Owner Trustee
and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment
with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder
in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this
Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner
Trustee to a corporation or other organization that is a successor (by merger, consolidation or
purchase of assets) to the Administrator, provided that such successor organization executes and
delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such
corporation or other organization agrees to be bound hereunder by the terms of said assignment in
the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement
shall bind any successors or assigns of the parties hereto.



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     13. GOVERNING LAW. THIS AGREEMENT SHALL BE 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 AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     14. Headings. The section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.



     15. Counterparts. This Agreement may be executed in counterparts, each of which when
so executed shall together constitute but one and the same agreement.



     16. Severability. Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.



     17. Not Applicable to Caterpillar Financial Services Corporation in Other Capacities.
Nothing in this Agreement shall affect any obligation Caterpillar Financial Services Corporation
may have in any other capacity.



     18. Limitation of Liability of Owner Trustee and Indenture Trustee.



          (a) Notwithstanding anything contained herein to the contrary, this instrument has been signed
by Chase Bank USA, National Association not in its individual capacity but solely in its capacity
as Owner Trustee of the Issuer and in no event shall Chase Bank USA, National Association in its
individual capacity or any beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as
to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this
Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles
VI, VII and VIII of the Trust Agreement.




          (b) Notwithstanding anything contained herein to the contrary, this Agreement has been signed
by U.S. Bank National Association not in its individual capacity but solely as Indenture Trustee
and in no event shall U.S. Bank National Association have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer.




     19. Third-Party Beneficiary. The Owner Trustee is a third-party beneficiary to this
Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions
hereof as if it were a party hereto.



11









 





     20. Successor Servicer and Administrator. The Administrator shall undertake, as
promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s
rights and powers pursuant to Section 8.02 of the Sale and Servicing Agreement, to enforce
the provisions of Section 8.02 with respect to the appointment of a successor Servicer.
Such successor Servicer shall, upon compliance with the last sentence of the first paragraph of
Section 8.02 of the Sale and Servicing Agreement, become the successor Administrator
hereunder; provided, however, that if the Indenture Trustee shall become such
successor Administrator, the Indenture Trustee shall not be required to perform any obligations or
duties or conduct any activities as successor Administrator that would be prohibited by law and not
within the banking and trust powers of the Indenture Trustee. In such event, the Indenture Trustee
shall appoint a sub-administrator to perform such obligations and duties.



     21. Nonpetition Covenants.



          (a) Notwithstanding any prior termination of this Agreement, the Seller, the Administrator,
the Owner Trustee and the Indenture Trustee shall not, prior to the date which is one year and one
day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or
otherwise invoke or cause the Issuer to invoke the process of any court or government authority for
the purpose of commencing or sustaining a case against the Issuer under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Issuer or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the Issuer.




          (b) Notwithstanding any prior termination of this Agreement, the Issuer, the Administrator,
the Owner Trustee and the Indenture Trustee shall not, prior to the date which is one year and one
day after the termination of this Agreement with respect to the Seller, acquiesce, petition or
otherwise invoke or cause the Seller to invoke the process of any court or government authority for
the purpose of commencing or sustaining a case against the Seller under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Seller or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the Seller.




[Signature Page Follows]




12









 





     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the day and year first above written.



	 	 	 	 	 
	 	 	CATERPILLAR FINANCIAL ASSET
	

	 	 	 	TRUST 2005-A
	 
	 	 	 	 
	

	 	By:
	 	CHASE BANK USA, NATIONAL
	

	 	 	 	ASSOCIATION., not in its individual capacity
	

	 	 	 	but solely as Owner Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ John J. Cashin
	

	 	 	 	 
	

	 	 	 	Name: John J. Cashin
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	

	 	 	 	not in its individual capacity
	

	 	 	 	but solely as Indenture Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Melissa Rosal
	

	 	 	 	 
	

	 	 	 	Name: Melissa Rosal
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	CATERPILLAR FINANCIAL SERVICES
	

	 	 	 	CORPORATION, as Administrator
	 
	 	 	 	 
	

	 	By:
	 	/s/ James A. Duensing
	

	 	 	 	 
	

	 	 	 	Name: James A. Duensing
	

	 	 	 	Title: Treasurer
	 
	 	 	 	 
	 	 	CATERPILLAR FINANCIAL FUNDING
	

	 	 	 	CORPORATION, as Seller
	 
	 	 	 	 
	

	 	By:
	 	/s/ James A. Duensing
	

	 	 	 	 
	

	 	 	 	Name: James A. Duensing
	

	 	 	 	Title: Treasurer






Administration Agreement




 









 








EXHIBIT A

[Form of Power of Attorney]




POWER OF ATTORNEY




	 	 	 
	STATE OF ____________
	 	)
	 
	 	)
	COUNTY OF __________
	 	)






     KNOW ALL MEN BY THESE PRESENTS, that                                         ,
a                                         ,
not in its individual capacity but solely as owner trustee (“Owner Trustee”) for the Caterpillar
Financial Asset Trust 2005-A (“Trust”), does hereby make, constitute and appoint
                                        , as Administrator under the Administration Agreement (as defined
below), and its agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Owner
Trustee or the Trust all such documents, reports, filings, instruments, certificates and opinions
as it shall be the duty of the Owner Trustee or the Trust to prepare, file or deliver pursuant to
the Related Agreements (as defined in the Administration Agreement), including, without limitation,
to appear for and represent the Owner Trustee and the Trust in connection with the preparation,
filing and audit of federal, state and local tax returns pertaining to the Trust, and with full
power to perform any and all acts associated with such returns and audits that the Owner Trustee
could perform, including without limitation, the right to distribute and receive confidential
information, defend and assert positions in response to audits, initiate and defend litigation, and
to execute waivers of restriction on assessments of deficiencies, consents to the extension of any
statutory or regulatory time limit, and settlements. For the purpose of this Power of Attorney,
the term “Administration Agreement” means the Administration Agreement, dated as of April 1, 2005,
among the Trust, Caterpillar Financial Services Corporation, as Administrator, Caterpillar
Financial Funding Corporation, as seller, and U.S. Bank National Association, as Indenture Trustee,
as amended, modified or supplemented from time to time.



     All powers of attorney for this purpose heretofore filed or executed by the Owner Trustee are
hereby revoked.



     EXECUTED this [___] day of April, 2005.



	 	 	 	 	 
	 	 	CHASE BANK USA, NATIONAL ASSOCIATION,
	

	 	 	 	not in its individual capacity but solely as Owner
	

	 	 	 	Trustee,
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:






 









 






	 	 	 	 	 	 	 
	1.

	 	DUTIES OF ADMINISTRATOR
	 	 	2	 
	2.

	 	RECORDS
	 	 	7	 
	3.

	 	COMPENSATION
	 	 	7	 
	4.

	 	ADDITIONAL INFORMATION TO BE FURNISHED TO ISSUER
	 	 	7	 
	5.

	 	INDEPENDENCE OF ADMINISTRATOR
	 	 	7	 
	6.

	 	NO JOINT VENTURE
	 	 	8	 
	7.

	 	OTHER ACTIVITIES OF ADMINISTRATOR
	 	 	8	 
	8.

	 	TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR
	 	 	8	 
	9.

	 	ACTION UPON TERMINATION, RESIGNATION OR REMOVAL
	 	 	9	 
	10.

	 	NOTICES
	 	 	9	 
	11.

	 	AMENDMENTS
	 	 	10	 
	12.

	 	SUCCESSORS AND ASSIGNS
	 	 	10	 
	13.

	 	GOVERNING LAW
	 	 	11	 
	14.

	 	HEADINGS
	 	 	11	 
	15.

	 	COUNTERPARTS
	 	 	11	 
	16.

	 	SEVERABILITY
	 	 	11	 
	17.

	 	NOT APPLICABLE TO CATERPILLAR FINANCIAL SERVICES CORPORATION IN OTHER CAPACITIES
	 	 	11	 
	18.

	 	LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE
	 	 	11	 
	19.

	 	THIRD-PARTY BENEFICIARY
	 	 	11	 
	20.

	 	SUCCESSOR SERVICER AND ADMINISTRATOR
	 	 	11	 
	21.

	 	NONPETITION COVENANTS
	 	 	12	 






EXHIBIT A —  Form of Power of Attorney