ex10-12.htm


    EXHIBIT
10.12

     

    AMENDMENT
NO. 1

    to

    CREDIT
AGREEMENT (FIVE-YEAR FACILITY)

     

    This AMENDMENT NO. 1
TO CREDIT AGREEMENT (FIVE-YEAR FACILITY) (this “Amendment”),
dated as of September 20, 2007, is entered into by and among Caterpillar Inc.
(“Caterpillar”),
Caterpillar Financial Services Corporation (“CFSC”),
Caterpillar Finance Corporation (“CFC”)
and Caterpillar International Finance p.l.c. (“CIF”,
and together with Caterpillar, CFSC and CFC, the “Borrowers”),
the Banks, Japan Local Currency Banks and Local Currency Banks party hereto
(collectively, the “Banks”),
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Japan Local Currency Agent (the
“Japan
Local Currency Agent”) and as Japan Local Currency Bank (the “Japan
Local Currency Bank”) under the Credit Agreement (as defined below),
Citibank International plc, as the Local Currency Agent under the Credit
Agreement (as defined below) (the “Local
Currency Agent”), and Citibank, N.A., as Agent (the “Administrative
Agent” and together with the Japan Local Currency Agent and the Local
Currency Agent, the “Agents”)
under the Credit Agreement.  Each capitalized term used herein and not
defined herein shall have the meaning ascribed thereto in the Credit
Agreement.

     

    
      	
              PRELIMINARY
      STATEMENTS

            


    

     

    The Borrowers, the
Banks and the Agents are parties to the Credit Agreement (Five-Year Facility),
dated as of September 21, 2006 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit
Agreement”).  The Borrowers have requested that the Banks and
the Agents amend the Credit Agreement as hereinafter set forth, and the Banks
and the Agents have agreed to amend the Credit Agreement pursuant to the terms
of this Amendment.

     

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

     

        1.1  The Credit Agreement
is amended to delete each reference therein to “BOTM” and to substitute “BTMU”
in each case therefor.

     

        1.2  Section
1.01 is amended by deleting the definition of “2005 Five-Year Credit
Agreement” in its entirety.

     

        1.3  The definition of
“Eurocurrency
Base Rate” set forth in Section
1.01 is amended and restated in its entirety as
follows:

     

        “Eurocurrency
Base Rate” means, with respect to a Eurocurrency Rate Advance for the
relevant Interest Period:

     


            (a)    for
any Eurocurrency Rate Advance in any Agreed Currency other than
euro:  the applicable British Bankers’ Association Interest Settlement
Rate for deposits in the Agreed Currency appearing on Reuters Screen LIBOR01 (or
other applicable Screen for such Agreed Currency) as of 11:00 a.m. (London time)
two (2) Business Days prior to the first day of such Interest Period (or on the
first day of such Interest Period, in the case of a Same Day Local Currency
Advance or any Local Currency Advance made in Pounds Sterling), and having a
maturity equal to such Interest Period; provided,
that (i) if Reuters Screen LIBOR01 is not available to the Agent for any reason,
the applicable Eurocurrency Base Rate for the relevant Interest Period shall
instead be the applicable British Bankers’ Association Interest Settlement Rate
for deposits in the Agreed Currency as reported by any other generally
recognized financial information service as of 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period (or on the first
day of such Interest Period, in the case of a Same Day Local Currency Advance or
any Local Currency Advance made in Pounds Sterling), and having a maturity equal
to such Interest Period, and (ii) if no such British Bankers’ Association
Interest Settlement Rate is available to the Agent, the applicable Eurocurrency
Base Rate for the relevant Interest Period shall instead be the rate determined
by the Agent as the arithmetic average (rounded upward, if necessary, to an
integral multiple of 1/16 of 1%) of the rates per annum reported to the Agent by
each Reference Bank as the rate at which such Reference Bank offers to place
deposits in the Agreed Currency with leading banks in the London interbank
market at approximately 11:00 a.m. (London time) two (2) Business Days prior to
the first day of such Interest Period (or on the first day of such Interest
Period, in the case of a Same Day Local Currency Advance or any Local Currency
Advance made in Pounds Sterling), in the approximate amount of such Reference
Bank’s relevant Eurocurrency Rate Advance and having a maturity equal to such
Interest Period.  If either Reference Bank fails to provide such
quotation to the Agent, then the Agent shall determine the Eurocurrency Base
Rate on the basis of the quotations from the remaining Reference
Bank.

     

            (b)    for
any Eurocurrency Rate Advance in euro: the interest rate per annum equal to the
rate determined by the Agent or the Local Currency Agent, as applicable, to be
the rate at which deposits in euro appear on Reuters Screen EURIBOR
RATES/EURIBOR RATES ACT/360 as of 11:00 a.m. (Brussels time), on the date that
is two (2) TARGET Settlement Days preceding the first day of such Interest
Period (or on the first day of such Interest Period, in the case of a Same Day
Local Currency Advance); provided,
that if such rate does not appear on Reuters Screen EURIBOR RATES/EURIBOR RATES
ACT/360, then an interest rate per annum equal to the arithmetic average
(rounded upwards to the nearest .01%) determined by the Agent or the Local
Currency Agent, as applicable, of the rates per annum reported to the Agent or
the Local Currency Agent by each Reference Bank as the rate at which deposits in
euro are offered by such Reference Bank at approximately 11:00 a.m. (Brussels
time), on the day that is two (2) TARGET Settlement Days preceding the first day
of such Interest Period (or on the first day of such Interest Period, in the
case of a Same Day Local Currency Advance) to other leading banks in the
euro-zone interbank market.  For purposes of this Agreement, “TARGET
Settlement Day” means any Business Day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is
open.

     

        Any
Eurocurrency Base Rate determined on the basis of the rate displayed on a
Reuters Screen in accordance with the foregoing provisions of this subparagraph
shall be subject to corrections, if any, made in such rate and displayed by the
Reuters Service within one hour of the time when such rate is first displayed by
such service.

     

        1.4  Section
1.01 is amended by adding the following definition thereto in
alphabetical order:

     

        “2007
Five-Year Credit Agreement” means that certain Credit Agreement
(Five-Year Facility), dated as of September 20, 2007, among Caterpillar, CFSC
and CFC, as Borrowers thereunder, certain financial institutions party thereto,
BTMU, as Japan Local Currency Agent thereunder, and Citibank, as agent for such
financial institutions, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

     

        1.5  The definition of
“364-Day
Credit Agreement” set forth in Section
1.01 is amended and restated in its entirety as
follows:

     

        “364-Day
Credit Agreement” means that certain Credit Agreement (364-Day Facility)
dated as of September 20, 2007, among Caterpillar, CFSC, CFC, certain financial
institutions party thereto, BTMU, as the Japan Local Currency Agent thereunder,
and Citibank, as agent for such financial institutions, as the same may be
amended, restated, supplemented or otherwise modified from time to
time.

     

        1.6  The definition of
“TIBO
Rate” set forth in Section
1.01 is amended to delete each reference therein to “Telerate Page 23070”
and to substitute “Reuters Screen 17097” in each case
therefor.

        

        1.7  The last sentence of
Section
2.02(b) is amended and restated in its entirety as
follows:

     

        A
certificate describing in reasonable detail the amount of such losses, costs and
expenses, submitted to such Borrower and the Agent by such Bank, shall create a
rebuttable presumption of such losses, costs or expenses.

     

        1.8  The third sentence
of Section
2.05(b) is amended to insert the parenthetical “(such acceptance not to
be unreasonably withheld)” immediately after the phrase “acceptable to the
Agent” appearing therein.

     

        1.9  The first sentence
of Section
2.05(c) is amended to delete the reference in clause (i) of the proviso
thereof to “consent” and to substitute “acceptance”
therefor.

     

        1.10  The first sentence
of Section
2.09(b) is amended to insert the parenthetical “(without premium or
penalty other than any payment required pursuant to Section
8.04(b))” immediately after the phrase “shall on such date prepay”
appearing therein.

     

        1.11  The first sentence
of Section
2.10(a) is amended to delete the phrase “upon demand by such Bank”
appearing therein and to substitute “upon written demand by such Bank”
therefor.

     

        1.12  The second sentence
of Section
2.10(a) is amended and restated in its entirety as
follows:

     

        A
certificate describing in reasonable detail the amount of such increased cost,
submitted to the Borrowers and the Agent by such Bank, shall create a rebuttable
presumption of such increased cost.

     

        1.13 
The
first sentence of Section
2.10(b) is amended to delete the phrase “upon demand by such Bank”
appearing therein and to substitute “upon written demand by such Bank”
therefor.

     

        1.14 
Section
5.01(c) is amended to insert the word “reasonable” immediately prior to
the reference to “judgment” appearing in the proviso
thereof.

     

        1.15 
Section
5.01(f)(vi) is amended to delete the reference therein to “after the
request” and to substitute “after the written request”
therefor.

     

        1.16  Section
5.01(f)(x) is amended to insert the phrase “in writing with an indication
of the reason for such request” immediately prior to the end
thereof.

     

        1.17 
Section
5.01(f) is further amended to insert the following paragraph at the end
thereof:

     

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

     

        1.18 
Section
5.04(a)(i) is amended to delete the following parenthetical appearing
therein:  “(except as provided in subsection
(ii) below)”.

     

        1.19 
Section
6.01(c) is amended and restated in its entirety as
follows:

     

            (c)    Such
Borrower shall fail to perform or observe (i) any covenant or agreement made by
it contained in subsection (a) or (f)(iv) of Section
5.01 or in Section
5.02 or (ii) any other term, covenant or agreement contained in this
Agreement on its part to be performed or observed if the failure to perform or
observe such other term, covenant or agreement shall remain unremedied for 30
days after written notice thereof shall have been received by such Borrower;
provided,
that should CFSC or any of its Subsidiaries fail to observe any such term,
covenant or agreement referred to in subsections (i) or (ii) above, such failure
shall not be attributable to Caterpillar; or

     

        1.20 
Section
6.01(d)(i) is amended to delete the reference therein to “2005 Five-Year
Credit Agreement” and to substitute “2007 Five-Year Credit Agreement”
therefor.

     

        1.21  Section
6.01(d)(ii) is amended to delete the reference therein to “2005 Five-Year
Credit Agreement” and to substitute “2007 Five-Year Credit Agreement”
therefor.

     

        1.22 
Section
6.01(d)(iv) is amended to delete the reference therein to “2005 Five-Year
Credit Agreement” and to substitute “2007 Five-Year Credit Agreement”
therefor.

     

        1.23 
Section
6.01(e) is amended and restated in its entirety as
follows:

     

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

     

        1.24 
The
last sentence of Section
8.02(d) is amended and restated in its entirety as
follows:

     

        IN
NO EVENT SHALL THE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWERS, ANY BANK OR
ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT
OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWERS’ OR THE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE
EXTENT THE LIABILITY OF ANY AGENT PARTY RESULTED FROM SUCH AGENT PARTY’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.

     

        1.25 
The
first sentence of Section
8.04(a) is amended to delete the phrase “Caterpillar agrees to pay on
demand all costs and expenses” appearing therein and to substitute “Caterpillar
agrees to pay on written demand all reasonable costs and expenses”
therefor.

     

        1.26 
The
first sentence of Section
8.04(b) is amended to delete the phrase “any amounts as such Bank shall
determine” and to substitute “any amounts as such Bank shall reasonably
determine” therefor.

     

        1.27 
The
third sentence of Section
8.04(b) is amended and restated in its entirety as
follows:

     

                A
certificate describing in reasonable detail the amount of such losses, costs and
expenses, and specifying therein the Type of loan in reference to which such
Bank shall have made its calculations thereof (the “Reference
Investment”), submitted to such Borrower and the Agent by such Bank,
shall create a rebuttable presumption of the rate applicable to the Reference
Investment identified therein

     

        1.28 
Clause
(y) of the last sentence of Section
8.04(c) is amended and restated in its entirety as
follows:  “(y) that result from the violation by such indemnified
Person of any law, regulation, ordinance, or judicial or governmental agency
order”.

     

        1.29 
Section
8.07(a)(ii) is amended to insert the word “written” immediately prior to
the first occurrence of the word “consent” appearing
therein.

     

        1.30 
Article
VIII is further amended to insert the following new Section
8.15 at the end thereof:

     

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

     

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

     

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

     

            SECTION
3. Condition
Precedent.  This Amendment shall become effective and be deemed
effective as of the date hereof (or if such items are not received until a later
date, on such later date) upon the Administrative Agent’s receipt of duly
executed originals of this Amendment from each Borrower, the Agents and the
Banks.

     

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

     

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

     

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

     

        SECTION
5. Reference
to and Effect on the Credit Agreement.

     

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

     

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

     

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

     

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

     

            SECTION
7. Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

     

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

     

     

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

     

    
      	 
    	 
    	 
    	 
    	
              CATERPILLAR
      INC.

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Kevin E.
      Colgan

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Kevin E.
      Colgan

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Treasurer

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              CATERPILLAR
      FINANCIAL SERVICES CORPORATION

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ David A.
      Kacynski

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              David A.
      Kacynski

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Treasurer

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              CATERPILLAR
      INTERNATIONAL FINANCE p.l.c.

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ James A.
      Duensing

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              James A.
      Duensing

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Appointee

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              CATERPILLAR
      FINANCE CORPORATION

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ James A.
      Duensing

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              James A.
      Duensing

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Director

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              CITIBANK,
      N.A., as Administrative Agent

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Kevin
      Ege

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Kevin
      Ege

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Vice
      President

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              CITIBANK
      INTERNATIONAL plc, as Local Currency Agent

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Paul
      Gibbs

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Paul
      Gibbs

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Director

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Japan Local Currency
      Agent

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Muneya
      Taniguchi

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Muneya
      Taniguchi

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Chief
      Manager

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              CITIBANK,
      N.A., as a Bank and as a Local Currency Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Kevin
      Ege

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Kevin
      Ege

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Vice
      President

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              JPMORGAN
      CHASE BANK, N.A., as a Bank and as a Local Currency
Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Randolph
      Cates

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Randolph
      Cates

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Executive
      Director

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

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

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Jeffrey A.
      Armitage

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Jeffrey A.
      Armitage

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Senior Vice
      President

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              AMRO
      BANK N.V., as a Bank and as a Local Currency Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Brendan
      Korb

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Brendan
      Korb

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Director

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Michele
      Costello

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Michele
      Costello

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Director

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              BARCLAYS
      BANK PLC, as a Bank and as a Local Currency Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Nicholas
      Bell

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Nicholas
      Bell

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Director

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              SOCIÉTÉ
      GÉNÉRALE, as a Bank and as a Local Currency Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Kimberly
      A. Metzger

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Kimberly A.
      Metzger

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Director

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              WESTLB
      AG, NEW YORK BRANCH, as a Bank and as a Local Currency
  Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Peter
      Badura

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Peter
      Badura

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Managing
      Director

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Brendan
      McGlynn

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Brendan
      McGlynn

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Manager

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              ROYAL
      BANK OF CANADA, as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Meredith
      Majesty

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Meredith
      Majesty

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Authorized
      Signatory

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              ROYAL
      BANK OF CANADA, acting through its London Branch, as a Local Currency
      Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Michael
      Atherton

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Michael
      Atherton

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Managing
      Director

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              TORONTO
      DOMINION (TEXAS) LLC, as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Masood
      Fikree

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Masood
      Fikree

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Authorized
      Signatory

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              STANDARD
      CHARTERED BANK, as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Karen
      Bershtein

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Karen
      Bershtein

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Associate
      Director

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Andrew Y.
      Ng

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Andrew Y.
      Ng

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Director

              Standard
      Chartered Bank NY

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              AUSTRALIA
      AND NEW ZEALAND

              BANKING
      GROUP LIMITED, as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Damodar
      Menon

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Damodar
      Menon

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Director

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Masakazu
      Sato

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Masakazu
      Sato

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Deputy General
      Manager

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Bank and as a Japan Currency
      Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Muneya
      Taniguchi

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Muneya
      Taniguchi

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Chief
      Manager

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              LLOYDS
      TSB BANK plc, as a Bank and as a Local Currency Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Mario Del
      Duca

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Mario Del
      Duca

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Associate
      Director

              Corporate
      Banking USA

              D029

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Diana
      Singh

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Diana
      Singh

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Executive
      Officer

              Corporate
      Banking USA

              S365

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              COMMERZBANK
      AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Bank and as a Local Currency
      Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Albert
      Morrow

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Albert
      Morrow

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Assistant Vice
      President

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Hajo
      Neugartner

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Hajo
      Neugartner

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Vice
      President

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              WILLIAM
      STREET COMMITMENT CORPORATION (Recourse only to assets of William Street
      Commitment Corporation), as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Mark
      Walton

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Mark
      Walton

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Assistant Vice
      President

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              MERRILL
      LYNCH BANK USA, as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Louis
      Alder

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Louis
      Alder

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Director

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              ING
      CAPITAL LLC, as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ John
      Kippax

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              John
      Kippax

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Managing
      Director

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              MELLON
      BANK, N.A., as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Daniel J.
      Lenckos

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Daniel J.
      Lenckos

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              First Vice
      President

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              U.S.
      BANK NATIONAL ASSOCIATION, as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ James N.
      DeVries

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              James N.
      DeVries

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Senior Vice
      President

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              BANCA
      NAZIONALE DEL LAVORO S.p.A., NEW YORK BRANCH, as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Donna La
      Spma

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Donna La
      Spma

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Relationship
      Manager

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Tullio
      Lanari

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Tullio
      Lanari

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              General
      Manager

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              KBC
      BANK N.V., as a Bank and as a Local Currency Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Olivier
      Smekens

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Olivier
      Smekens

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Assistant Vice
      President

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Sandra T.
      Johnson

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Sandra T.
      Johnson

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              First Vice
      President

            
	 
    	 
    	 
    	 
    	 
    	 
    


    

     

    
      	 
    	 
    	 
    	 
    	
              THE
      NORTHERN TRUST COMPANY, as a Bank

            
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	
              By:

            	
              /s/ Courtney
      L. O'Connor

            
	 
    	 
    	 
    	 
    	
              Name:

            	
              Courtney L. O'Connor

            
	 
    	 
    	 
    	 
    	
              Title:

            	
              Second Vice
      President