AMENDMENT NO. 1 to LOCAL CURRENCY ADDENDUM
EXHIBIT
99.4
AMENDMENT NO.
1
to
This AMENDMENT NO.
1 TO LOCAL CURRENCY ADDENDUM (this “Amendment”), dated as
of January 23, 2009, is entered into by and among Caterpillar Financial Services
Corporation (“CFSC”) and
Caterpillar International Finance Limited (f/k/a Caterpillar International
Finance p.l.c.) (“CIF” and together
with CFSC, the “Borrowers”), the
Local Currency Banks signatory hereto, Citibank International plc, as Local
Currency Agent (the “Local Currency
Agent”) and Citibank, N.A., as Agent (the “Administrative Agent”
and together with the Local Currency Agent, the “Agents”) under the
Credit Agreement, dated as of September 21, 2006, among the Borrowers,
Caterpillar Inc. (“Caterpillar”),
Caterpillar Finance Corporation (“CFC”), the Banks
party thereto and the Agent (as the same has been and may be further amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”). Each capitalized term used herein and not defined
herein shall have the meaning ascribed thereto in the Credit
Agreement.
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PRELIMINARY
STATEMENTS
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The Borrowers, the
Local Currency Banks and the Agents are parties to the Local Currency Addendum,
dated as of September 21, 2006 (as the same may be further amended, restated,
supplemented or otherwise modified from time to time, the “Addendum”). The
Borrowers have requested that the Local Currency Banks and the Agents amend the
Addendum as hereinafter set forth, and the Local Currency Banks and the Agents
have agreed to amend the Addendum pursuant to the terms of this
Amendment.
SECTION
1. Amendment to the
Addendum. Effective as of the date hereof, subject to the
satisfaction of the conditions precedent set forth in Section 3 below, the
Addendum is hereby amended as follows:
1.1 Paragraph 4 of Schedule II to the
Addendum is amended to delete the reference to “Applicable Eurocurrency Margin”
therein and replace such reference with “Applicable Margin”.
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. Conditions
Precedent. This Amendment shall become effective and be deemed
effective as of the date hereof upon the Administrative Agent’s receipt of duly
executed counterparts of each of the following:
3.1
this Amendment from each Borrower, the Agents and the Majority Local Currency
Banks;
3.2 Amendment
No. 4 to Credit Agreement (Five-Year Facility) of even date herewith with
respect to the Credit Agreement from each Borrower, Caterpillar, CFC, the Agents
and the Banks; and
3.3 Consent
to Credit Agreement (Five-Year Facility) with respect to the Credit Agreement of
even date herewith from each Borrower, Caterpillar, CFC and the Majority Banks
(the “Consent”).
SECTION
4. Covenants, Representations
and Warranties of the Borrowers.
4.1 Upon
the effectiveness of this Amendment and the Consent, each Borrower hereby
reaffirms all covenants, representations and warranties made by it in the
Addendum, 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 and the Consent, 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 Addendum.
5.1 Upon
the effectiveness of this Amendment, each reference in the Addendum to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean
and be a reference to the Addendum, as amended hereby, and each reference to the
Addendum in any other document, instrument or agreement executed and/or
delivered in connection with the Addendum shall mean and be a reference to the
Addendum as amended hereby.
5.2 Except
as specifically amended above, the Addendum 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 Addendum 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. A facsimile or PDF copy of any signature hereto shall
have the same effect as the original of such signature.
SECTION
7. Governing
Law. This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York without regard for conflict of law principles that would
result in the application of any law other than the internal law 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 or representatives thereunto duly authorized as of the date first above
written.
CATERPILLAR
FINANCIAL SERVICES CORPORATION
By
/s/ Xxxxx
X. Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
Treasurer
CATERPILLAR
INTERNATIONAL FINANCE LIMITED
By
/s/ Xxxxx
X. Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title: Director
CITIBANK, N.A., as
Agent
By
/s/ Xxxxx
X Xxx
Name: Xxxxx
X Xxx
Title: Vice
President
CITIBANK
INTERNATIONAL plc, as Local Currency Agent
By
/s/
Xxxxxxxx Xxxxxx
Name: Xxxxxxxx
Xxxxxx
Title: Assistant
Vice President
BARCLAYS BANK
PLC
By
/s/ Xxxxxx
Xxxxx
Name: Xxxxxx
Xxxxx
Title: Assistant
Vice President
COMMERZBANK AG, NEW
YORK AND GRAND CAYMAN BRANCHES
By
/s/ Xx
Xxxxxx
Name: Xx
Xxxxxx
Title: Assistant
Vice President
By
/s/ Xxxx
Xxxxxxx
Name: Xxxx
Xxxxxxx
Title: Senior
Vice President
SOCIÉTÉ
GÉNÉRALE
By
/s/ Xxxx
X.X. Xxxxxxx Xx.
Name: Xxxx
X.X. Xxxxxxx Xx.
Title: Managing
Director
AMRO BANK
N.V.
By
/s/
Xxxxxxx Xxxx
Name: Xxxxxxx
Xxxx
Title: Director
By
/s/ Xxxx
Xxxx
Name: Xxxx
Xxxx
Title: Assistant
Vice President
CITIBANK,
N.A.
By
/s/ Xxxxx
X Xxx
Name: Xxxxx
X Xxx
Title: Vice
President
JPMORGAN CHASE
BANK, N.A.
By
/s/ Xxxx
Xxxx
Name: Xxxx
Xxxx
Title: Vice
President
ROYAL BANK OF
CANADA, acting through its London Branch
By
/s/
Xxxxxxx Xxxxxxxx
Name: Xxxxxxx
Xxxxxxxx
Title: Managing
Director, Corporate Banking
WESTLB AG, NEW YORK
BRANCH
By
/s/
Xxxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxxx
Xxxxxxxxxx
Title: Managing
Director
By
/s/ Xxxxx
Xxxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxxx
Title: Manager
