March 5, 2009 Cummins Inc. One American Square, Suite 1800 Indianapolis, Indiana 46282 Attention: Marya M. Rose, Vice President, General Counsel and Corporate Secretary

Exhibit 10.39

March 5, 2009

Cummins Inc.
Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxx, Vice President, General Counsel
                    and Corporate Secretary

Re: Extension of Standby Purchase Commitment

Dear Xxxxx:

     This letter memorializes the agreement to modify the Standby Purchase Agreement between Cummins Inc. (“Cummins”) and Xxxxx Financial Corporation (“IFC”) dated as of October 13, 2008 (the “Agreement”) in order to extend its outside expiration date to April 30, 2009.

     By signing this letter in the space provided below, Cummins and IFC agree that the reference to “December 31, 2008” in Section 12(a)(i) of the Agreement is hereby changed to “April 30, 2009.” Except for this date change, the Agreement remains unmodified and in full force and effect.

     Please confirm that the foregoing correctly sets forth our agreement by signing this letter in the space provided below.

	Sincerely, XXXXX FINANCIAL CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, Chairman and CEO

Agreed as of the date first written above:

CUMMINS INC.

By:
Its: /s/ Xxxxxxxx X. Xxxxx   Chairman and CEO