OMNIBUS AMENDMENT AND WAIVER AGREEMENT

This OMNIBUS AMENDMENT AND WAIVER AGREEMENT (this “ Amendment ”), dated as of March 10, 2008, is entered into by and among Caterpillar Inc. (“ Caterpillar ”), Caterpillar Financial Services Corporation (“ CFSC ”), Caterpillar Finance Corporation (“ CFC ”), Caterpillar International Finance p.l.c. (“ CIF ”, and together with Caterpillar, CFSC and CFC, the “ Borrowers ”), the Banks and Local Currency Banks party hereto (collectively, the “ Banks ”), Citibank International plc, as the Local Currency Agent (the “ Local Currency Agent ”) and Citibank, N.A., as Agent (the “ Administrative Agent ”) under the Credit Agreement (as defined below), with respect to (a) the Credit Agreement and (b) the Local Currency Addendum (as defined below).  Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

A.    The Borrowers, the Banks, the Administrative Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Japan Local Currency Agent and as Japan Local Currency Bank, and the Local Currency Agent are parties to the Credit Agreement (Five-Year Facility), dated as of September 21, 2006 (as amended on September 20, 2007, the “ Credit Agreement ”).  The Borrowers have requested that the Banks and the Administrative Agent amend the Credit Agreement as hereinafter set forth, and the Banks and the Administrative Agent have agreed to amend the Credit Agreement pursuant to the terms of this Amendment.

B.    CFSC, CIF, the Local Currency Banks, the Local Currency Agent and the Administrative Agent are parties to the Local Currency Addendum, dated as of September 21, 2006 (the “ Addendum ”), to the Credit Agreement.  CFSC and CIF have requested that the Local Currency Banks, the Local Currency Agent and the Administrative Agent amend the Addendum as hereinafter set forth, and the Local Currency Banks, the Local Currency Agent and the Administrative Agent have agreed to amend the Addendum pursuant to the terms of this Amendment.

C.    CIF, being, as of the date of this Amendment,  a public limited company, plans to re-register as a private company under section 14(6) of the Irish Companies (Amendment) Act 1983 with the name “Caterpillar International Finance Limited” (the “ CIF Re-Registration ”).  Section 14(6) of   the   Companies (Amendment) Act 1983 provides that the:

        re-registration of a public limited company as a private company pursuant to this Act shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings which might have been continued or commenced against it in its former status may be continued or commenced against it in its new status.

Therefore, the proposed re-registration of CIF as a private company does not affect CIF’s obligations under the Credit Agreement and the Addendum. For the avoidance of doubt, the Borrowers, the Banks, the Local Currency Agent and the Administrative Agent have agreed to enter into this Amendment to memorialize the proposed re-registration of CIF as a private company and its confirmation that its obligations under the Credit Agreement and Addendum are not affected thereby.

D.    Subsequent to the CIF Re-Registration, CIF proposes to transfer substantially all of its assets (consisting primarily of loans to affiliates of CFSC) to a wholly-owned subsidiary of CIF, Caterpillar International Finance Luxembourg S.ar.l (“ CIF Lux ”), in return for the issue of certain preferred equity certificates of CIF Lux (the “ CIF Asset Transfer ”).   The Borrowers have requested that the Banks agree to irrevocably waive any Event of Default or unmatured Event of Default that may arise under Section 6.01(c) of the Credit Agreement as a result of the CIF Asset Transfer, and the Banks have agreed to grant such irrevocable waiver pursuant to the terms hereof.

SECTION 1.  CIF Confirmation .

CIF confirms that it will, upon the CIF Re-Registration taking effect, remain (a) liable for all of its obligations under the Credit Agreement and the Addendum, and (b) a “Borrower” under the Credit Agreement, the Addendum, and the Notes, and all references in the Credit Agreement, the Addendum and the Notes to “Caterpillar International Finance p.l.c.” or “CIF” shall, for the avoidance of doubt, be references to Caterpillar International Finance Limited.  CIF hereby represents and warrants that the representations and warranties by or relating to CIF set forth in Article IV of the Credit Agreement, as amended by this Amendment, are true and correct on and as of the date hereof and will be true and correct upon the CIF Re-Registration.

SECTION 2.  Amendments to the Addendum .   

Subject to the satisfaction of the condition precedent set forth in Section 6 below:

Section 4.03(a) of the Addendum is hereby amended and restated in its entirety as follows:

    (a)    if to CIF, prior to March 25, 2008, at Caterpillar International Finance p.l.c. (after the CIF Re-Registration, Caterpillar International Finance Limited), 1 North Wall Quay, Dublin 1 Ireland, Attention:  Vincent Donlon, Director (Facsimile No.  353-1-670-0546) and from and after March 25, 2008, at 2120 West End Avenue, Nashville, Tennessee 37203, Attention: David A. Kacynski, Director (Facsimile No. 1 615 341-8596), with a copy to CFSC at its address and telecopy number referenced in Section 8.02 of the Credit Agreement;

SECTION 3.  Limited Waiver .   

Effective as of the date hereof, subject to the satisfaction of the condition precedent set forth in Section 6 below, the Banks hereby irrevocably waive any Event of Default or unmatured Event of Default that would otherwise result under Section 6.01(c) of the Credit Agreement solely as a result of the CIF Asset Transfer.  This irrevocable waiver shall not be deemed to constitute a waiver of any other Event of Default or unmatured Event of Default, any