ex10-14.htm


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
10.14

      


      AMENDMENT
NO. 1

      to

      CREDIT
AGREEMENT (364-DAY FACILITY)

      


              This AMENDMENT NO. 1
TO CREDIT AGREEMENT (364-DAY FACILITY) (this “Amendment”), dated as of September 29,
2008, is entered into by and among, Caterpillar Financial Services Corporation
(the “Borrower”), the Banks
party hereto (the “Banks”), and
Société Générale (“SG”), as
agent (the “Agent”) under the
Credit Agreement defined below.  Each capitalized term used herein and
not defined herein shall have the meaning ascribed thereto in the Credit
Agreement.

       

      PRELIMINARY
STATEMENTS

       

              The Borrower, the
Banks and the Agent are parties to the Credit Agreement (364-Day Facility),
dated as of July 15, 2008 (as the same may be further amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).  The
Borrower has requested that the Banks and the Agent amend the Credit Agreement
as hereinafter set forth, and the Banks and the Agent 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 2 below, the Credit Agreement
is hereby amended as follows:

       

              1.1           The
definition of “CFSC Purchase
Claims” set forth in Section
1.01 is amended and restated in its entirety as follows:

       

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

       

              1.2           The
definition of “Citibank
Facilities” set forth in Section
1.01 is amended by amending and restated in its entirety clause (ii)
thereof as follows:

       

                    “that certain Credit Agreement
(364-Day Facility) dated as of September 18, 2008, among the Borrower,
Caterpillar and Caterpillar Finance Corporation, as Borrowers thereunder, the
financial institutions party thereto, Citibank, as agent for such financial
institutions, and BTMU, as Japan Local Currency Agent and”

       

              1.3           Section 5.03(a) is amended and
restated in its entirety as follows:

       

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

       

                          (i)           Maintain
at all times a ratio (the “Leverage
Ratio”) of CFSC Consolidated Debt to CFSC’s Consolidated Net Worth of not
greater than 10.0 to 1.  For purposes of this subsection (i), the Leverage Ratio at
any time shall be equal to the average of the Leverage Ratios as determined on
the last day of each of the six preceding calendar months.

       

                          (ii)           Maintain
a Leverage Ratio of not greater than 10.0 to 1 on each December 31, commencing
December 31, 2008.  For purposes of this subsection (ii), the Leverage Ratio
shall be the ratio of CFSC Consolidated Debt to CFSC’s Consolidated Net Worth on
the date for which computed.

       

              SECTION 2. Condition Precedent.  This
Amendment shall become effective and be deemed effective as of the date hereof
upon the Agent’s receipt of duly executed originals of this Amendment from the
Borrower, the Agent and the Banks.

       

              SECTION 3. Covenants, Representations and Warranties of
the Borrower.

       

              3.1           Upon
the effectiveness of this Amendment, the 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.

       

              3.2           The
Borrower hereby represents and warrants that (a) this Amendment constitutes a
legal, valid and binding obligation of the Borrower, enforceable against the
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 the 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 the Borrower.

       

              SECTION 4. Reference to and Effect on the Credit
Agreement.

       

              4.1           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.

       

              4.2           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.

       

              4.3           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 5. 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 6. Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

       

              SECTION 7. Headings.  Section headings
in this Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other
purpose.

       

      The
remainder of this page is intentionally blank.

       

              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
FINANCIAL

      SERVICES
CORPORATION

       

      By:
/s/ David A.
Kacynski

          Name: David
A. Kacynski

          Title:
Treasurer

      


       

      SOCIETE
GENERALE, as Agent

       

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

          Name: Eric
E.O. Siebert, Jr.

          Title:
Managing Director

      


      


      SOCIETE
GENERALE, as a Bank

       

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

          Name: Eric
E.O. Siebert, Jr.

          Title:
Managing Director

       

      


      ROYAL
BANK OF CANADA, as a Bank

       

      By:
/s/ Meredith
Majesty

          Name:
Meredith Majesty

          Title:
Authorized Signatory