EXHIBIT 99.1

AMENDMENT NO. 1

to

CREDIT AGREEMENT (364-DAY FACILITY)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (364-DAY FACILITY) (this “Amendment”), dated as of January 23, 2009, is entered into by and among Caterpillar Inc. (“Caterpillar”), Caterpillar Financial Services Corporation (“CFSC”) and Caterpillar Finance Corporation (“CFC”, and together with Caterpillar and CFSC, the “Borrowers”), the Banks and Japan Local Currency Banks parties 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) and Citibank, N.A., as Agent (the “Administrative Agent” and together with the Japan 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 (364-Day Facility), dated as of September 18, 2008 (as the same may be further 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.  Amendment to the Credit Agreement.  Effective as of the date hereof, subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

1.1  The definition of “Maximum Market Rate Spread” set forth in Section 1.01 is amended and restated in its entirety as follows:

‘“Maximum Market Rate Spread” shall mean, as of any date of determination, with respect to any Advance, a rate per annum equal to 1.75%; provided, that, commencing on the Term Loan Effective Date, the Maximum Market Rate Spread shall be a rate per annum equal to 2.00%.”’

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 Banks; and

3.2  Consent to Credit Agreement (364-Day Facility) of even date herewith with respect to the Credit Agreement from each Borrower 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 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 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 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.  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 INC.

By   /s/ Kevin E. Colgan

  Name: Kevin E. Colgan

  Title: Treasurer

CATERPILLAR FINANCIAL SERVICES CORPORATION

By   /s/ David A. Kacynski

  Name: David Kacynski

  Title: Treasurer

CATERPILLAR FINANCE CORPORATION

By   /s/ David A. Kacynski

  Name: David A. Kacynski

  Title:  Director

CITIBANK, N.A., as Agent

By   /s/ Kevin A Ege

  Name:  Kevin A Ege

  Title:  Vice President

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

By   /s/ Kevin A Ege

  Name:  Kevin A Ege

  Title:  Vice President

JPMORGAN CHASE BANK, N.A., as a Bank

By   /s/ Tony Yung

  Name:  Tony Yung

  Title:  Vice President

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

By   /s/ Chas McDonell

  Name:  Chas McDonell

  Title:  Senior Vice President

AMRO BANK N.V., as a Bank

By   /s/ Brendan Korb

  Name:  Brendan Korb

  Title:  Director

By   /s/ Mary Pope

  Name:  Mary Pope

  Title:  Assistant Vice President

BARCLAYS BANK PLC, as a Bank

By   /s/ Alicia Borys

  Name:  Alicia Borys

  Title:  Assistant Vice President

SOCIÉTÉ GÉNÉRALE, 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

STANDARD CHARTERED BANK, as a Bank

By   /s/ Karen Bershtein

  Name:  Karen Bershtein

  Title:  Associate Director

By   /s/ Robert K. Reddington

  Name:  Robert K. Reddington

  Title:  AVP / Credit Documentation Credit Risk Control

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

By   /s/ Muneya Taniguchi

  Name:  Muneya Taniguchi

  Title:  Chief Manager

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

By   /s/ Victor Pierzchalski

  Name:  Victor Pierzchalski

  Title:  Authorized Signatory

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

By   /s/ Al Morrow

  Name:  Al Morrow

  Title:  Assistant Vice President

By   /s/ John Marlatt

  Name:  John Marlatt

  Title:  Senior Vice President

ING BANK N.V., DUBLIN BRANCH, as a Bank

By   /s/ Sean Hassett

  Name:  Sean Hassett

  Title:  Director

By   /s/ Emma Condon

  Name:  Emma Condon

  Title:  Vice President

THE BANK OF NEW YORK MELLON, as a Bank

By   /s/ Daniel J. Lenckos

  Name:  Daniel J. Lenckos

  Title:  First Vice President

BNP PARIBAS, as a Bank

By   /s/ Wendy Breuder

  Name:  Wendy Breuder

  Title:  Managing Director

By   /s/ Michael Pearce

  Name:  Michael Pearce

  Title:  Director

THE NORTHERN TRUST COMPANY, as a Bank

By   /s/ Steve Ryan

  Name:  Steve Ryan

  Title:  Senior Vice President

WESTPAC BANKING CORPORATION, as a Bank

By   /s/ Bradley Scammell

  Name:  Bradley Scammell

  Title:  Head of Corporate and Institutional Banking Americas

MERRILL LYNCH BANK USA, as a Bank

By   /s/ Louis Alder

  Name:  Louis Alder

  Title:  First Vice President

WILLIAM STREET LLC, as a Bank

By   /s/ Mark Walton

  Name:  Mark Walton

  Title:  Authorized Signatory