424B5 1 f40033b5e424b5.htm PRELIMINARY PROSPECTUS e424b5
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This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
Filed Pursuant to Rule 424(b)5
Registration No. 333-145491
SUBJECT TO COMPLETION, DATED APRIL 22, 2008
Prospectus Supplement to Prospectus Dated April 22, 2008
$608,671,000
(Approximate)
 
Caterpillar Financial Asset Trust 2008-A
Issuing Entity
 
     
Caterpillar Financial
  Caterpillar Financial
Funding Corporation
  Services Corporation
Depositor
  Servicer and Sponsor
 
 
Before you purchase any of these notes, be sure you understand the structure and the risks. See especially the risk factors beginning on page S-13 of this prospectus supplement and on page 8 of the accompanying prospectus.
 
These notes are asset-backed securities issued by the issuing entity. The securities are not obligations of Caterpillar Inc., Caterpillar Financial Services Corporation, as servicer, sponsor or otherwise, Caterpillar Financial Funding Corporation, as depositor or otherwise, or any of their affiliates.
 
No one may use this prospectus supplement to offer and sell these notes unless it is accompanied by the prospectus.
 
The issuing entity will issue the following securities:
 
                         
                   
    Principal
    Interest
    Final Maturity
 
    Amount(1)     Rate     Date  
 
Class A-1 Notes
  $ 182,000,000       %     April 27, 2009  
Class A-2 Notes
  $ 227,000,000       *     December 27, 2010  
Class A-3 Notes
  $ 199,671,000       *     April 25, 2014  
Certificates(2)
  $ 33,387,349       N/A       N/A  
 
 
(1) These amounts are based on an assumed discount rate used to calculate the assumed initial note value. The aggregate principal amount of the notes offered hereby will be determined based on the discount rate set at the time the interest rates on the notes are determined. The final aggregate principal amount of the notes at the time of issuance will be an amount that is no more than 5% in excess of, or less than, the amounts stated herein.
 
(2) The certificates are not being offered by this prospectus supplement.
 
* These notes will be issued as fixed rate notes or floating rate notes based on one-month LIBOR plus a spread or in tranches of some portion of each type. If the Class A-2 Notes or the Class A-3 Notes are issued in fixed and floating rate tranches, the fixed rate tranche will bear the designation “Class A-2a Notes” or “Class A-3a Notes,” respectively, and the floating rate tranche will bear the designation “Class A-2b Notes” or “Class A-3b Notes,” respectively.
 
•  The issuing entity will pay interest and principal on the notes on the 25th day of each month or, if any such date is not a business day, on the next succeeding business day. The first distribution date will be May 27, 2008.
 
•  The issuing entity will pay principal sequentially to the earliest maturing class of notes then outstanding until that class is paid in full.
 
•  The notes are payable solely from the assets of the issuing entity, which consist primarily of a pool of equipment retail installment sale contracts and equipment finance leases.
 
The underwriters are offering the following notes by this prospectus supplement:
 
                         
                   
    Initial Public
    Underwriting
    Proceeds to the
 
    Offering Price     Discount     Depositor(1)  
 
Per Class A-1 Note
          %           %           %
Per Class A-2 Note
      %     %     %
Per Class A-3 Note
      %     %     %
Total
  $       $       $  
 
 
(1) Before deducting expenses payable by the depositor estimated to be $1,000,000.
 
Enhancements will consist of:
 
•  Subordination of the certificates.
 
•  Reserve account, with an initial deposit of $      (1.25% of the initial note value) and subject to adjustment as described in this prospectus supplement.
 
•  Interest rate swap agreement(s) with Barclays Bank PLC, as initial swap counterparty, to mitigate the risk associated with an increase in the floating interest rate of each class or tranche of floating rate notes, if any.
 
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal offense.
 
Underwriters of the Notes
Barclays Capital Merrill Lynch & Co.
 
 
ABN AMRO Incorporated  
       Banc of America Securities LLC  
                   Citi  
  JPMorgan
 
 
 
The date of this Prospectus Supplement is April   , 2008.


 

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WHERE TO FIND INFORMATION IN THESE DOCUMENTS
     This prospectus supplement and the accompanying prospectus provide information about the issuing entity, Caterpillar Financial Asset Trust 2008-A (the “issuing entity”), including terms and conditions that apply to the notes to be issued by the issuing entity. The specific terms of the trust that is the issuing entity are contained in this prospectus supplement. You should rely only on information on the notes provided in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information.
     We have included cross-references to captions in these materials where you can find further related discussions. We have started with several introductory sections describing the issuing entity and terms in abbreviated form, followed by a more complete description of the terms. The introductory sections are:
    Summary of the Notes and the Transaction Structure — provides important information concerning the amounts and the payment terms of each class of notes and provides a brief introduction to the key structural features of the issuing entity
 
    Risk Factors — describes briefly some of the risks to investors of a purchase of the notes
     Cross references may be contained in the introductory sections which will direct you elsewhere in this prospectus supplement or the accompanying prospectus to more detailed descriptions of a particular topic. You can also find references to key topics in the Table of Contents on the preceding page.
     You can find a listing of the pages where capitalized terms are defined under the caption “Index of Terms” beginning on page S-55 in this prospectus supplement and under the caption “Index of Terms” beginning on page 62 of the accompanying prospectus.
     Caterpillar Financial Funding Corporation’s principal offices are located at 4040 S. Eastern Avenue, Suite 344, Las Vegas, Nevada 89119 and its telephone number is (702) 735-2514.

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(FLOW CHART)
 
(1)   This chart provides only a simplified overview of the relationships between the key parties to the transaction. Refer to this prospectus supplement and the accompanying prospectus for a further description of the relationships between the key parties.

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FLOW OF FUNDS(1)
(FLOW CHART)
 
(1)   This chart provides only a simplified overview of the priority of the monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no event of default under the indenture has occurred. For more detailed information or for information regarding the flow of funds upon the occurrence of an event of default under the indenture and acceleration of the notes, please refer to this prospectus supplement and the accompanying prospectus.

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SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS
(FLOW CHART)
 
*   This chart provides only a simplified overview of the monthly flow of funds. Please refer to this prospectus supplement and the accompanying prospectus for a further description.

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SUMMARY OF THE NOTES AND THE TRANSACTION STRUCTURE
The following summary provides a brief description of certain terms of the notes and this securitization transaction. This summary does not contain all of the information that may be important to you in making your investment decision. To fully understand the terms of the notes and this securitization transaction, you will need to read both this prospectus supplement and the accompanying prospectus, each in its entirety
Issuing Entity
Caterpillar Financial Asset Trust 2008-A, a Delaware statutory trust, will issue the notes and certificates and will transfer such notes and certificates to the depositor in return for a pool of receivables consisting of retail installment sale contracts and finance leases secured by new and used equipment. Caterpillar Financial Services Corporation acquired or originated, and will continue to service, the receivables. The issuing entity will rely upon collections on the receivables and the funds on deposit in certain accounts to make payments on the notes. Only the issuing entity will be liable for the payment of the notes.
Depositor
Caterpillar Financial Funding Corporation. See “The Depositor, Caterpillar Inc., the Sponsor and Servicer.”
Servicer and Sponsor
Caterpillar Financial Services Corporation — referred to herein as Cat Financial. See “The Depositor, Caterpillar Inc., the Sponsor and Servicer.”
Originator
Cat Financial, provided that less than 10% of the receivables may have been originated by any one Caterpillar dealer. See “The Receivables Pools — Origination Process” and “The Receivables Pools — Dealer Agreements” in the accompanying prospectus.
Administrator
Cat Financial. See “The Depositor, Caterpillar Inc., the Sponsor and Servicer.”
Swap Counterparty
If any class or tranche of the Class A-2 Notes or the Class A-3 Notes are issued as floating rate notes, Barclays Bank PLC. See “Description of the Notes — The Swap Counterparty.”
Trustees
     
Indenture Trustee —
  U.S. Bank National Association, a national banking association. See “Description of the Transfer and Servicing Agreements — The Indenture Trustee.”
 
   
Owner Trustee
  BNYM (Delaware). See “Formation of the Issuing Entity — The Owner Trustee.”
Offered Notes
The issuing entity is offering the following notes pursuant to this prospectus supplement:
  $182,000,000 Class A-1 ___% Asset Backed Notes
 
  $227,000,000 Class A-2 Fixed or Floating Rate Asset Backed Notes
 
  $199,671,000 Class A-3 Fixed or Floating Rate Asset Backed Notes
The interest rate for each of the Class A-2 Notes and the Class A-3 Notes will be a fixed rate per annum or one-month LIBOR plus a spread or a combination of a fixed rate and one-month LIBOR plus a spread if that class of notes has both a fixed rate tranche and a floating rate tranche. The principal amount of each class of notes is based on an assumed discount rate used to calculate the assumed initial note value. The aggregate principal amount of the notes offered hereby will be determined based on the discount rate set at the time the interest rates on the notes and the swap rates under any swap agreements are determined. The final aggregate principal amount of the notes at the time of issuance will be an amount that is no more than 5% in excess of, or less than, the amounts stated herein.
The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes are referred to in this prospectus supplement collectively as the notes.
The issuing entity is also issuing $33,387,349 (based on the assumed discount rate) aggregate principal amount of Asset Backed Certificates. The issuing entity is not offering these certificates pursuant to this prospectus supplement.
Cut-off Date
April 1, 2008.
Closing Date
The issuing entity expects to issue the notes on or about April 29, 2008.
Interest and Principal Distribution Dates
On the 25th day of each month (or if the 25th day is not a business day, the next succeeding business day), the issuing entity will pay interest and principal on the notes.
Initial Scheduled Distribution Date
The initial scheduled distribution date will be May 27, 2008.

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Record Dates
On each distribution date, the issuing entity will pay interest and principal to the holders of record of the notes for that distribution date. The record date for any distribution date and for the notes generally will be the last day of the preceding calendar month.
Interest Rates
The issuing entity will pay interest on each class or tranche of notes at the fixed or floating, as applicable, annual rates specified on the cover of this prospectus supplement.
Interest Accrual
The Class A-1 Notes and any Tranche of the Class A-2 Notes and/or the Class A-3 Notes Issued as Floating Rate Notes —
For these notes and any distribution date, interest will accrue on an “actual/360,” basis from and including the prior distribution date (or, in the case of the first distribution date, from and including the closing date) to but excluding such distribution date.
This means that, if there are no outstanding shortfalls in the payment of interest, the interest due on each distribution date will be the product of:
  1.   the outstanding principal balance;
 
  2.   the interest rate; and
 
  3.   the actual number of days elapsed during the period from and including the preceding distribution date (or, in the case of the first distribution date, from and including the closing date) to but excluding the current distribution date divided by 360.
Any Tranche of the Class A-2 Notes and/or the Class A-3 Notes Issued as Fixed Rate Notes—
For these notes and any distribution date, interest will accrue on a “30/360” basis from and including the 25th day of the previous month (or, in the case of the first distribution date, from and including the closing date) to but excluding the 25th day of the month of such distribution date (assuming each month has 30 days).
This means that, if there are no outstanding shortfalls in the payment of interest, the interest due on each distribution date will be the product of:
  1.   the outstanding principal balance;
 
  2.   the interest rate; and
 
  3.   30 (or in the case of the first distribution date, 26) divided by 360.
For a more detailed description of the payment of interest, you should refer to the sections of this prospectus supplement entitled “Description of the Notes — The Class A-1 Notes — Payments of Interest” and “— The Class A-2 Notes and the Class A-3 Notes — Payments of Interest.”
Swap Agreement
On the closing date, the issuing entity will enter into a separate interest rate swap agreement with the swap counterparty to hedge the floating interest rate on any tranche of the Class A-2 Notes and/or the Class A-3 Notes issued as floating rate notes. Each swap agreement will have an initial notional amount equal to the principal amount of the related class or tranche of notes on the closing date, which notional amount will decrease on each distribution date by the amount of any principal payments paid on the related class or tranche of notes. The notional amount under the swap agreement for any class of floating rate notes will at all times be equal to the principal balance of such class or tranche of notes.
Under each swap agreement, on each distribution date the issuing entity will be obligated to pay the swap counterparty a fixed rate payment based on a per annum fixed rate calculated on the basis of a 360-day year assumed to consist of twelve 30-day months (or 26 days in the case of the first distribution date), times the notional amount of the swap agreement, and the swap counterparty will be obligated to pay the issuing entity a floating rate payment based on one-month LIBOR (as determined pursuant to the swap agreement), calculated on the basis of a 360-day year and the actual number of days elapsed in the related accrual period, times the notional amount of the swap agreement. Payments (other than swap termination payments) on the swap agreements will be exchanged on a net basis and will be summed such that the net payment due under the swap agreement(s) for any distribution date will result in a single net swap payment or net swap receipt for such distribution date. Any net swap payment owed by the issuing entity to the swap counterparty will rank higher in priority than all payments on the notes.
Each swap agreement may be terminated upon an event of default or other termination event specified in such swap agreement. If a swap agreement is terminated due to an event of default or other termination event, a termination payment may be due to the swap counterparty by the issuing entity or by the swap counterparty to the issuing entity depending on market conditions at the time of termination.
If the issuing entity fails to make a net swap payment due under the swap agreement(s) or if certain other events occur as set forth in each swap agreement, including a bankruptcy event with respect to the issuing entity, a senior swap termination payment may be due to the swap counterparty under a swap agreement that would be payable out of collections on the receivables pro rata with payments of interest on the notes and prior to the payment of principal of the notes. Subordinated swap termination payments, which may be due because of the occurrence of certain other events of default or termination events under a swap agreement,

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including those not involving the issuing entity’s failure to make a net swap payment or a bankruptcy event with respect to the issuing entity, will be payable out of collections on the receivables after all payments of principal of and interest on the notes.
The issuing entity’s obligation to pay any net swap payment and any other amounts due under each swap agreement will be secured under the indenture by the issuing entity’s property.
For a more detailed description of each swap agreement and the swap counterparty, see “Description of the Notes —The Swap Agreement” and “Description of the Notes — The Swap Counterparty.”
Sequential Principal Payments
The issuing entity generally will pay principal sequentially to the earliest maturing class of notes then outstanding until that class of notes is paid in full.
For a more detailed description of the payment of principal, you should refer to the sections of this prospectus supplement entitled “Description of the Notes — The Class A-1 Notes — Payments of Principal” and “— The Class A-2 Notes and the Class A-3 Notes — Payments of Principal.”
Transfer of Receivables
Caterpillar Financial Funding Corporation, the depositor, will purchase certain receivables acquired or originated by Cat Financial consisting of retail installment sale contracts and finance leases secured by new and used equipment, and then will sell receivables with an aggregate contract balance of $648,365,308 as of April 1, 2008 to the issuing entity on the closing date in exchange for the securities.
For a more detailed description of the transfer of receivables, you should refer to “Description of the Transfer and Servicing Agreements” in this prospectus supplement and in the accompanying prospectus.
Property of the Issuing Entity
The property of the issuing entity will include the following:
    the receivables and the collections on the receivables;
 
    the rights of the issuing entity under each swap agreement, if any, including the amounts payable to the issuing entity thereunder,
 
    security interests in the equipment financed by the receivables;
 
    bank accounts;
 
    rights to proceeds under insurance policies that cover the obligors under the receivables or the equipment financed by the receivables;
 
    proceeds of repossessed equipment and returned equipment;
 
    remedies for breaches of representations and warranties made by Caterpillar dealers that originated the receivables; and
 
    other rights under documents relating to the receivables.
For a more detailed description of the property of the issuing entity, you should refer to “The Trust Property” in the accompanying prospectus.
Composition of the Receivables
The composition of the receivables as of April 1, 2008 is as follows:
     
Aggregate Contract Balance(1)
  $648,365,308
Assumed Initial Note Value of the Receivables(2)
  $642,058,349
Number of Receivables
  6,315
Average Contract Balance
  $102,671
(Range)
  $5,001 to $3,127,143
Weighted Average APR
  6.85%
(Range)
  6.07% to 11.81%
Weighted Average
   
Original Term
  52 months
(Range)
  12 months to 60 months
Weighted Average
   
Remaining Term
  40 months
(Range)(3)
  6 months to 59 months
 
(1)   For a description of the calculation of the contract balances of the receivables, you should refer to “The Receivables Pool” in this prospectus supplement.
 
(2)   For a description of the calculation of the note value of the receivables, you should refer to “Description of the Transfer and Servicing Agreements — Distributions” in this prospectus supplement.
 
(3)   Based on scheduled payments and assuming no prepayments of the receivables.
For a more detailed description of the receivables, you should refer to “The Receivables Pool” in this prospectus supplement and “The Receivables Pools” in the accompanying prospectus.
Servicing and Administration of the Receivables
The servicer will service the receivables and will receive a servicing fee equal to 1/12 of 1.00% of the note value of the receivables at the beginning of the previous month, to the extent not retained by the servicer. In addition to the servicing fee, the servicer will be entitled to additional servicing compensation equal to any late, extension, and other

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administrative fees and expenses collected during each month and certain reinvestment earnings on payments received on the receivables, as more fully described under “Description of the Transfer and Servicing Agreements” in this prospectus supplement and in the accompanying prospectus. The servicer will receive the servicing fee (from amounts collected on the receivables) on or before each distribution date and before any distributions will be made to the holders of the notes for that distribution date.
The administrator will administer the issuing entity and will receive an administration fee equal to $500 per month for its services, as more fully described under “Description of the Transfer and Servicing Agreements” in this prospectus supplement and in the accompanying prospectus. The administrator will receive the administration fee (from amounts collected on the receivables) on or before each distribution date and before any distributions will be made to the holders of the notes for that distribution date.
For a more detailed description of the servicing and administration of the receivables, you should refer to “Description of the Transfer and Servicing Agreements” in this prospectus supplement and in the accompanying prospectus.
Priority of Distributions
On each distribution date, from collections on the receivables during the prior calendar month, any net swap receipt from the swap counterparty under the swap agreement(s), if any, for such distribution date and amounts withdrawn from the reserve account so long as no event of default under the indenture has occurred and is continuing and the maturity of the notes has not been accelerated, the issuing entity generally will pay the following amounts in the following order of priority:
  (1)   Servicing Fee — the servicing fee payable to the servicer;
 
  (2)   Administration Fee — the administration fee payable to the administrator;
 
  (3)   Net Swap Payment — any net swap payment payable by the issuing entity to the swap counterparty under the swap agreement(s);
 
  (4)   Note Interest and Senior Swap Termination Payments — on a pro rata basis (x) interest due on all the notes ratably to each class of notes and (y) any senior swap termination payment payable by the issuing entity to the swap counterparty under any swap agreement;
 
  (5)   First Priority Principal Distribution Amount — to the principal distribution account, an amount, if any, generally equal to the excess of (x) the principal balances of the notes over (y) the note value of the receivables;
 
  (6)   Reserve Account Deposit — subject to the limitations described in this prospectus supplement under “Description of the Transfer and Servicing Agreements — Distributions — Monthly Withdrawals from Collection Account,” to the reserve account, an amount equal to the excess, if any, of (x) the required balance of the reserve account over (y) the balance of the reserve account; provided, that, on or prior to the distribution date on which the amount on deposit in the reserve account first equals the specified reserve account balance, such amount shall not exceed the net excess spread for that distribution date;
 
  (7)   Regular Principal Distribution Amount — to the principal distribution account, an amount, if any, generally equal to the excess of (x) the principal balances of the notes and the certificates over (y) the note value of the receivables. This amount will be reduced by any amount deposited in the principal distribution account pursuant to clause (5) above;
 
  (8)   Indenture Trustee Fees and State Taxes —pro rata, to the indenture trustee, all unpaid indenture trustee’s fees and expenses, and to the issuing entity, the amount of any state taxes payable by the issuing entity;
 
  (9)   Subordinated Swap Termination Payments — any subordinated swap termination payment payable by the issuing entity to the swap counterparty under any swap agreement; and
 
  (10)   Certificate Distributions — to the certificate distribution account, any amounts remaining after the above distributions.
For a description of the priority of distributions after the occurrence of an event of default under the indenture and acceleration of the notes, you should refer to “Description of the Transfer and Servicing Agreement — Distributions” in this prospectus supplement.
Note Value. The note value of the receivables generally will be the present value of the aggregate of the scheduled and unpaid payments due on the receivables, discounted on a monthly basis at a discount rate that will be established based on, among other things, market interest rates at the time the interest rates on the notes and the fixed rate(s) under the swap agreement(s), if any, are determined. For the purposes of calculating the initial aggregate principal amount of the notes in this prospectus supplement, the assumed initial note value of the receivables is $642,058,349 (the "assumed initial note value”), based on an assumed discount rate of 7.29% (the “assumed discount rate”).
For a more detailed description of the calculation of “note value,” you should refer to “Description of the Transfer and

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Servicing Agreements — Distributions” in this prospectus supplement.
Distributions from the Principal Distribution Account
From deposits made to the principal distribution account, so long as no event of default under the indenture has occurred and is continuing and the maturity of the notes has not been accelerated, the issuing entity will pay principal on the securities in the following order of priority:
  (1)   to the Class A-1 Notes until they are paid in full;
 
  (2)   to the Class A-2 Notes until they are paid in full;
 
  (3)   to the Class A-3 Notes until they are paid in full; and
 
  (4)   to the certificate distribution account, any funds remaining.
For a more detailed description of the priority of distributions and the allocation of funds on each distribution date, you should refer to “Description of the Transfer and Servicing Agreements — Distributions” in this prospectus supplement.
Credit Enhancement
The credit enhancement for the notes will consist of the certificates and the reserve account and provide protection for the notes against losses and delays in payment. Losses on the receivables or other shortfalls of cash flow will be covered by withdrawals from the reserve account and by allocation of available cash flow to the notes prior to the certificates.
For a more detailed discussion of the subordination of the certificates and the priority of distributions, you should refer to “Description of the Transfer and Servicing Agreements — Distributions” in this prospectus supplement.
Reserve Account
On the closing date, the depositor will transfer $___, which is equal to 1.25% of the initial note value of the receivables, to the issuing entity who will deposit it in the reserve account.
On each distribution date, if collections on the receivables during the related collection period and any net swap receipt, if any, from the swap counterparty are insufficient to pay the first five items listed in “Priority of Distributions” above, the indenture trustee will withdraw funds from the reserve account to pay any amounts owing in respect of these five items.
On and after the final maturity date for any class of notes, if any principal amount of that class remains outstanding, the indenture trustee will withdraw funds from the reserve account to repay that class of notes in full.
The balance required to be on deposit in the reserve account on any distribution date will generally be the lesser of —
    the outstanding principal balance of the notes; and
 
    1.65% of the initial note value of the receivables; provided, however, that, as more fully described in this prospectus supplement in the definition of “Specified Reserve Account Balance”, the balance required to be on deposit in the reserve account on the distribution date in October, 2009 and thereafter may decrease based on the favorable performance of the receivables as measured at predetermined intervals.
On each distribution date, subject to the limitations described in this prospectus supplement under “Description of the Transfer and Servicing Agreements — Distributions — Monthly Withdrawals from Collection Account,” the issuing entity will deposit into the reserve account, collections on the receivables remaining after the first five items listed in “Priority of Distributions” above are satisfied in an amount equal to the excess, if any, of (x) the balance required to be on deposit in the reserve account over (y) the balance of the reserve account.
On each distribution date, the issuing entity will deposit in the certificate distribution account any funds on deposit in the reserve account in excess of the required balance, after first applying such excess funds to satisfy any net swap payment or swap termination payments owed to the swap counterparty under any swap agreement on such distribution date.
For a more detailed description of the deposits to and withdrawals from the reserve account, you should refer to “Description of the Transfer and Servicing Agreements — Reserve Account” in this prospectus supplement.
Optional Prepayment
The servicer has the option to purchase the receivables on any distribution date on which:
  the Class A-1 Notes and the Class A-2 Notes have been paid in full; and
 
  the note value of the receivables is 10% or less of the initial note value of the receivables.
The purchase price for the receivables will be at least equal to the outstanding principal balance of the notes plus accrued and unpaid interest thereon plus any net swap payment payable to the swap counterparty under the swap agreement(s) or any swap termination payments payable to the swap counterparty under each swap agreement. The issuing entity will apply this payment to prepay the notes in full and pay any amounts owing to the swap counterparty.
Final Maturity Dates
The issuing entity is required to pay the outstanding principal amount of each class of notes, to the extent not previously paid, in full on the final maturity date specified on the cover page of this prospectus supplement for each class.

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Ratings
It is a condition to the issuance of the notes that the:
  Class A-1 Notes be rated in the highest short-term rating category by each of Standard & Poor’s Ratings Service (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”); and
 
  each of the Class A-2 Notes and the Class A-3 Notes be rated in the highest long-term rating category by each of S&P and Moody’s.
A rating is not a recommendation to purchase, hold or sell the notes, inasmuch as a rating does not comment as to market price or suitability for a particular investor. The ratings of the notes address the likelihood of the payment of principal and interest on the notes pursuant to their terms. A rating agency may qualify, lower or withdraw its rating in the future, in its discretion.
Minimum Denominations
$1,000 and integral multiples thereof.
Registration, Clearance and Settlement
DTC/Clearstream/Euroclear
Tax Status
Opinions of Counsel
Orrick, Herrington & Sutcliffe LLP will deliver its opinion that for federal income tax purposes the:
  notes will be characterized as debt; and
 
  issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.
Boult, Cummings, Conners & Berry PLC, special Tennessee tax counsel, will deliver its opinion that the:
  notes owned by corporate investors will have the same tax characteristics for Tennessee income tax purposes as for federal income tax purposes; and
 
  issuing entity should not be subject to taxation in Tennessee.
See “Summary — Tax Status” and “Federal Income Tax Consequences” and “Certain State Tax Considerations” in the prospectus.
Investor Representations
If you purchase the notes, you agree by your purchase that you will treat the notes as indebtedness.
Investment Restrictions
If you are considering purchasing notes, you should refer to “Federal Income Tax Consequences” in this prospectus supplement and in the accompanying prospectus and “Annex I — Global Clearance, Settlement and Tax Documentation Procedures” in this prospectus supplement for more details.
You should refer to “Federal Income Tax Consequences” in this prospectus supplement and the accompanying prospectus for more information.
ERISA Considerations
The notes are generally eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts, subject to important considerations. Each purchaser and subsequent transferee of a note will be deemed to have made certain representations and warranties regarding its status and the effect of its purchase and holding of the notes under ERISA, Section 4975 of the Code or any applicable similar law.
You should refer to “ERISA Considerations” in this prospectus supplement and in the accompanying prospectus for more information.
Eligibility of Notes for Purchase by Money Market Funds
The Class A-1 Notes are structured to be eligible for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended.
A money market fund should consult its legal advisors regarding the eligibility of the Class A-1 Notes under Rule 2a-7 and whether an investment by the money market fund in the Class A-1 Notes satisfies the money market fund’s investment policies and objectives.

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RISK FACTORS
     You should consider the following risk factors in deciding whether to purchase any of these notes.
     
The absence of a secondary market for the notes could limit your ability to sell the notes
  The absence of a secondary market for the notes could limit your ability to sell your notes. This means that if in the future you decide to sell any of these notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a market existed for the notes. There currently is no secondary market for the notes. The underwriters for the notes expect to make a market in the notes but will not be obligated to do so. There is no assurance that a secondary market for the notes will develop. If a secondary market for the notes does develop, it might end at any time or it might not be sufficiently liquid to enable you to sell any of your notes.
 
   
The notes may suffer losses because the source of funds for payments on the notes is limited to the assets of the issuing entity
  The only source of funds for payments on the notes will be the assets of the issuing entity. You may suffer a loss on your notes if the assets of the issuing entity are insufficient to pay fully their principal amount. The notes are obligations solely of the issuing entity and will not be insured or guaranteed by Caterpillar Inc., Cat Financial or Caterpillar Financial Funding Corporation, including in their capacities as servicer and depositor, or the indenture trustee, the owner trustee, or any other person or entity. Consequently, you must rely for payment of your notes upon payments on the receivables, any net swap receipt from the swap counterparty under the swap agreement(s), and, to the extent available, funds on deposit in the reserve account.
 
 
  The indenture authorizes the indenture trustee to sell the receivables following an acceleration of the maturity dates of the notes. However, the amount received by the indenture trustee upon selling the receivables may be less than the aggregate principal amount of the outstanding notes, accrued and unpaid interest thereon and amounts, if any, payable to the swap counterparty under each swap agreement prior to payments on the notes. In this circumstance, the principal amount of the notes will not be paid in full.
 
   
Geographic concentration of the states of the obligors of the receivables may increase the risk of loss on your notes
  As of April 1, 2008, Cat Financial’s records indicate that the addresses of the obligors of the receivables were most highly concentrated in the following states:
     
    Percentage of
    aggregate
    cut-off date
    contract balance
Texas
  12.2%
California
  6.8%
     
 
  No other state, based on the addresses of the obligors, accounted for more than 5.0% of the aggregate contract balance of the receivables as of April 1, 2008. Economic conditions or other factors affecting these states in particular could adversely affect the delinquency, credit loss, repossession or prepayment experience of the issuing entity.
 
   
Investment in the notes presents risks that are not addressed by the ratings
  It is a condition to the issuance of the notes that the Class A-1 Notes be rated in the highest short-term investment rating category and that the Class A-2 Notes and the Class A-3 Notes be rated in the highest long-term investment rating category by each of S&P and Moody’s. The ratings of the notes address the likelihood of the timely payment of interest on and the ultimate payment

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  of principal of the notes pursuant to their terms. You should not view the ratings on any class of notes as a recommendation to purchase, hold or sell that class of notes because these ratings do not comment as to the market price for those notes or their suitability for you. Furthermore, a rating agency may qualify, lower or withdraw its rating in the future, in its discretion.
 
   
Risks associated with the swap agreement(s)
  The issuing entity will enter into a separate interest rate swap agreement for any tranche of the Class A-2 Notes and/or the Class A-3 Notes issued as floating rate notes because such tranches of notes will bear interest at floating rates. The issuing entity may use payments made by the swap counterparty under any swap agreement to make interest and other payments on each distribution date.
 
  During those periods in which the floating rate payable by the swap counterparty is substantially greater than the fixed rate payable by the issuing entity under a swap agreement, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make interest payments on the notes without using amounts that would otherwise be available to pay the principal of the notes. If the swap counterparty fails to pay a net swap receipt, and collections on the receivables and funds on deposit in the reserve account are insufficient to make payments of interest on the notes, you may experience delays and/or reductions in the interest on and principal payments of your notes.
 
 
  During those periods in which the weighted average of the floating rates payable by the swap counterparty under the swap agreement(s) is less than the weighted average of the fixed rates payable by the issuing entity under the swap agreement(s), the issuing entity will be obligated to make a net swap payment to the swap counterparty. Any net swap payment owed by the issuing entity to the swap counterparty will rank higher in priority than all payments on the notes. The issuing entity’s obligation to pay a net swap payment to the swap counterparty is secured by the issuing entity’s property.
 
 
  If a net swap payment is due to the swap counterparty on a distribution date and there are insufficient collections on the receivables and realization of the financed equipment related thereto and insufficient funds on deposit in the reserve account to make payments of interest on and principal of the notes, you may experience delays and/or reductions in the interest on and principal payments of your notes.
 
 
  As more fully described in this prospectus supplement under "Description of the Notes—The Swap Agreement,” a swap agreement generally may not be terminated except upon: failure of either party to the swap agreement to make payments when due; a bankruptcy of either party to the swap agreement or other insolvency events with respect to the swap counterparty; illegality; the failure of the swap counterparty to provide financial information as required by Regulation AB, to post eligible collateral in order to eliminate the requirement to provide the financial information or assign the swap agreement to an eligible counterparty if it is unable to provide such financial information; certain tax or merger events that affect the swap counterparty’s creditworthiness or ability to make payments or any other breach of the swap agreement on the part of the swap counterparty; a material misrepresentation by the swap counterparty in the swap agreement; or the failure of the swap counterparty to obtain a guarantee, post collateral, assign the swap agreement to an eligible counterparty or take other remedial action if the swap counterparty’s credit ratings drop below the levels required by the swap agreement. Depending on the reason for the termination, a termination payment may be due to the issuing entity or to the swap counterparty. Any

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  such termination payment could, if market interest rates and other conditions have changed materially, be substantial.
 
 
  If the swap counterparty fails to make a termination payment owed to the issuing entity under a swap agreement, the issuing entity may not be able to enter into a replacement swap agreement. If this occurs, the amount available to pay principal of and interest on the notes will be reduced to the extent the interest rate on the related class or tranche of floating rate notes exceeds the fixed rate the issuing entity would have been required to pay the swap counterparty under the related swap agreement.
 
 
  If a swap agreement is terminated and no replacement is entered into and collections on the receivables and realization of the financed equipment related thereto and funds on deposit in the reserve account are insufficient to make payments of interest and principal on the notes you may experience delays and/or reductions in the interest on and principal payments of your notes.
 
 
  If a swap agreement is terminated and the issuing entity is obligated to make a senior termination payment under such swap agreement, collections on the receivables and realization of the financed equipment related thereto and funds on deposit in the reserve account may not be sufficient to make such senior termination payment and payments of interest on and principal of the notes. If this occurs, you may experience delays and/or reductions in the interest on and principal payments of your notes.
 
 
  See “Description of the Notes— The Swap Agreement” in this prospectus supplement.
 
   
Lack of liquidity in the secondary market may adversely affect your notes
  The secondary market for asset-backed securities is experiencing significantly reduced liquidity. This period of illiquidity may continue and may adversely affect the market value of your notes. See “Risk Factors — The absence of a secondary market for the notes could limit your ability to sell the notes” in this prospectus supplement.

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FORMATION OF THE ISSUING ENTITY
The Issuing Entity
     The issuing entity, Caterpillar Financial Asset Trust 2008-A, will be a statutory trust formed under the laws of the State of Delaware by the depositor pursuant to a trust agreement for the transactions described in this prospectus supplement. The issuing entity agreement is governed by the laws of the State of Delaware and provides that the issuing entity will not engage in any activity other than:
    acquiring, owning and managing the receivables and the other assets of the issuing entity and proceeds from those assets;
 
    issuing and making payments on the notes;
 
    issuing and making payments on certificates; and
 
    engaging in other activities that are necessary, suitable or convenient to accomplish any of the purposes listed above or are incidental to those activities, including, but not limited to, entering into one or more swap agreements.
     The certificates, with an original principal balance of $33,387,349, based on the assumed discount rate, will initially be held by the depositor and, to the extent described in the transfer and servicing agreements, will entitle the holders thereof to the residual cash flows from the receivables and the reserve account in excess of amounts payable to the noteholders and the swap counterparty, if any. The issuing entity will issue the notes and the certificates to the depositor in exchange for the receivables and the initial deposit into the reserve account from the depositor pursuant to the sale and servicing agreement. The certificates are not being offered pursuant to this prospectus supplement.
     The sale and servicing agreement provides that the depositor sells and assigns to the issuing entity all of its right, title and interest in and to the receivables. Pursuant to the indenture, the issuing entity will in turn grant a security interest to the indenture trustee in all of the issuing entity’s right, title and interest in and to the receivables for the benefit of the noteholders and the swap counterparty. Furthermore, the sale and servicing agreement states that, although it is intended that the conveyance by the depositor to the issuing entity of the receivables be construed as a sale, the conveyance of the receivables shall also be deemed to be a grant by the depositor to the issuing entity of a security interest in the receivables and related collateral. For more information on the transfer and servicing agreement, see “Description of the Transfer and Servicing Agreement” in this prospectus supplement and in the accompanying prospectus.
     The servicer will service the receivables pursuant to the sale and servicing agreement, and will be compensated for acting as the servicer. See “Description of the Transfer and Servicing Agreements — Servicing and Administrative Compensation and Payment of Expenses” in this prospectus supplement and in the accompanying prospectus. To facilitate servicing and to minimize the administrative burden and expense, the servicer will be appointed custodian for the receivables by the issuing entity, but will not stamp the physical receivables files to reflect the sale and assignment of the receivables to the issuing entity, nor amend the financing statements, if any, filed to perfect the security interest in the financed equipment. See “Certain Legal Aspects of the Receivables” in the prospectus.
     If the protection provided to the noteholders by the availability of the funds in the reserve account and payments received from the swap counterparty under the swap agreement(s) is insufficient, the issuing entity will rely solely on the payments from the obligors on the receivables, and the proceeds from the repossession and sale of financed equipment and certain other cross-collateralized equipment which secure defaulted receivables, to make payments to the noteholders. See “Risk Factors — The notes may suffer losses if other liens have priority over the lien of the indenture” in the accompanying prospectus.

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Capitalization of the Issuing Entity
     The following table illustrates the capitalization of the issuing entity(1) as of the cut-off date, as if the issuance and sale of the notes and the certificates had taken place on that date:
         
Class A-1 ___% Asset Backed Notes
  $ 182,000,000  
Class A-2 Fixed or Floating Rate Asset Backed Notes
  $ 227,000,000  
Class A-3 Fixed or Floating Rate Asset Backed Notes
  $ 199,671,000  
Asset Backed Certificates
  $ 33,387,349  
 
     
Total
  $ 642,058,349  
 
     
 
(1)   The amounts shown are based on the assumed discount rate of 7.29% used to calculate the assumed initial note value. The aggregate principal amount of the notes offered hereby will be determined based on the discount rate set at the time the interest rates on the notes are determined. The final aggregate principal amount of the notes at the time of issuance will be an amount that is no more than 5% in excess of, or less than, the amounts stated herein.
     The issuing entity may also be liable for payments to the swap counterparty as described in this prospectus supplement under “Description of the Notes — The Swap Agreement.”
The Owner Trustee
     The owner trustee is BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, which provides support services on its behalf in connection with this transaction. Its principal place of business is located at White Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust Administration. BNYM (Delaware) has acted as owner trustee on numerous asset-backed transactions (with The Bank of New York providing administrative support), including those with the structure of the transaction referred to herein. While the structure of each transaction may differ, BNYM (Delaware) and The Bank of New York on its behalf are experienced in administering transactions of this kind. You may contact BNMY (Delaware) by calling (302) 283-8905.
     BNYM (Delaware) is subject to various legal proceedings that arise from time to time in the ordinary course of business. BNYM (Delaware) does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.
     The owner trustee’s liability in connection with the issuance and sale of the notes and the certificates is limited solely to the express obligations of the owner trustee set forth in the trust agreement and the sale and servicing agreement. The depositor shall pay the fees of the owner trustee and shall reimburse it for certain liabilities and expenses. In the ordinary course of its business, the owner trustee and its affiliates have engaged and may in the future engage in commercial banking, trustee or financial advisory transactions with the sponsor, the servicer and their affiliates.
THE DEPOSITOR, CATERPILLAR INC., THE SPONSOR AND SERVICER
     For more information regarding the depositor, Caterpillar Inc., the sponsor and servicer, see “The Depositor, Caterpillar Inc., the Sponsor and Servicer” in the accompanying prospectus.
Caterpillar Inc.
     Caterpillar Inc. and its consolidated subsidiary companies reported profits of $922 million and $3,541 million on sales and revenues of $11.796 billion and $44.958 billion for the three months ended March 31, 2008 and the year ended December 31, 2007. Caterpillar Inc. will not have any obligations with respect to the notes or any transfer and servicing agreement.
The Sponsor and Servicer
     Cat Financial currently offers the following types of financing plans for which the percentages of the total value of Cat Financial’s portfolio represented by these financing plans at December 31, 2007 were as follows:

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     Retail leases and installment sale contracts (total 64%) include:
    Tax leases that are classified as either operating or finance leases for financial accounting purposes, depending on the characteristics of the lease. For tax purposes, Cat Financial is considered the owner of the equipment (18%).
 
    Finance (non-tax) leases where the lessee for tax purposes is considered the owner of the equipment during the term of the lease, that either require or allow the customer to purchase the equipment for a fixed price at the end of the term (20%).
 
    Installment sale contracts, which are equipment loans that enable customers to purchase equipment with a down payment or trade-in and structure payments over time (25%).
 
    Governmental lease-purchase plans in the U.S. that offer low interest rates and flexible terms to qualified non-federal government agencies (1%).
     Retail notes receivable.
    Loans that allow customers and dealers to use Caterpillar equipment as collateral to obtain financing (21%).
     Wholesale notes receivable, finance leases and installment sale contracts (total 15%) include:
    Inventory/rental programs which provide assistance to dealers by financing their new Caterpillar inventory and rental fleets (6%).
 
    Short-term dealer receivables purchased from Caterpillar Inc. at a discount (9%).
     As of December 31, 2007, Cat Financial had 1,606 full-time employees and owned approximately $27.47 billion in gross finance receivables. As of December 31, 2007, there were 53 Caterpillar dealers in the United States.
LEGAL PROCEEDINGS
     There are no material pending legal or other proceedings involving the receivables or Cat Financial, as sponsor and servicer, Caterpillar Financial Funding Corporation, as depositor, Caterpillar Financial Asset Trust 2008-A, as the issuing entity, or other parties described in Item 1117 of Regulation AB which, individually or in the aggregate, would have a material adverse impact on investors in the notes.

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THE RECEIVABLES POOL
     The issuing entity’s pool of receivables (the “Receivables Pool”) will include the receivables purchased pursuant to the purchase agreement with an aggregate Contract Balance of $648,365,308 as of April 1, 2008, the “cut-off date.
     Criteria for Selecting the Receivables Pool. The receivables were selected from the entire U.S. Portfolio — other than receivables previously sold to trusts under prior asset-backed securitizations which Cat Financial continues to service which are otherwise included in the U.S. Portfolio — using criteria set forth in the accompanying prospectus under “The Receivables Pools,” as well as that each receivable:
    has a stated maturity of not earlier than October 2008 or later than March 2013;
 
    has an APR of at least 6.07%; and
 
    is not more than 30 days past due as of the cut-off date.
     As of December 31, 2007, 1.81%, 0.12%, 0.00% and 0.02% of the aggregate Contract Balance of the receivables originated by such date ($604,862,542) was 31-60 days past due, 61-90 days past due, 91-120 days past due and 120+ days past due, respectively.
     As of March 31, 2008, none of the receivables was more than 30 days past due.
     The “APR” for any finance lease will be its Implicit Interest Rate. As of the cut-off date, the servicer’s records showed no obligor on any receivable as being in default under the related installment sale contract or finance lease or as being the subject of a bankruptcy proceeding. Neither Cat Financial nor the depositor used any selection procedures in selecting the receivables believed to be adverse to the noteholders.
     Composition of the Receivables Pool. The following tables set forth various characteristics of the receivables and the related financed equipment. As used in the following tables and elsewhere in this prospectus supplement, amounts and percentages are based on the Contract Balance of the receivables as of the cut-off date. The “Contract Balance” of a receivable means its original principal balance, in the case of an installment sale contract, or its original Net Investment, in the case of a finance lease, in each case as reduced by principal payments applied in accordance with the actuarial method, calculated as of the cut-off date or as of the end of the preceding collection period (as applicable), in each case plus accrued and unpaid interest. The "Net Investment” of a finance lease equals the sum of the present value of the Lease Scheduled Payments due under that finance lease discounted at the Implicit Interest Rate for that lease. As used in this prospectus supplement, “Lease Scheduled Payments” includes any mandatory final payments due under the finance leases.
Composition of the Receivables(1)
                                                 
                            Weighted     Weighted        
                            Average     Average        
    Aggregate                     Original Term     Remaining        
    Contract     Number of     Weighted Average APR     (Range in     Term (Range     Average Contract Balance  
    Balance     Receivables     (Range)     Months)     in Months) (2)     (Range)  
Installment Sales Contracts
  $ 623,226,898       6,131       6.86% (6.07% - 11.81 %)     51 (12 – 60 )     40 (6 – 59 )   $ 101,652 ($5,001 - $3,127,143 )
Leases
  $ 25,138,409       184       6.62% (6.07% - 11.10 %)     52 (14 - 60 )     37 (6 – 59 )   $ 136,622 ($5,351 - $547,944 )
 
                                   
Total
  $ 648,365,308       6,315       6.85 %     52       40     $ 102,671  
 
                                   
 
(1)   Some of the columns in the table may not sum to the total due to rounding.
 
(2)   Based on scheduled payments and assuming no prepayments of the receivables.

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Distribution by APR of the Receivables(1)
                         
    Number of     Aggregate Contract     Percent of Aggregate  
APR Range(2)   Receivables     Balance     Contract Balance  
6.01-6.50
    2,343     $ 280,604,132       43.3 %
6.51-7.00
    1,734       210,418,358       32.5  
7.01-7.50
    398       46,973,439       7.2  
7.51-8.00
    630       52,591,873       8.1  
8.01-8.50
    409       26,337,640       4.1  
8.51-9.00
    700       26,917,376       4.2  
9.01-9.50
    36       2,109,958       0.3  
9.51-10.00
    33       1,584,198       0.2  
10.01-10.50
    14       386,946       0.1  
10.51-11.00
    11       288,695       *  
11.01 and over
    7       152,694       *  
 
                 
Total
    6,315     $ 648,365,308       100.0 %
 
                 
 
(1)   Some of the columns in the table may not sum to the total due to rounding.
 
(2)   Cat Financial, in conjunction with Caterpillar Inc. and its subsidiaries, periodically offers below market rate financing to purchasers under merchandising programs. At the outset of a subsidized transaction, Caterpillar Inc. remits to Cat Financial an amount equal to the interest differential. The APR indicated for any receivable does not take into account, and the issuing entity does not have an interest in, any of those amounts remitted to Cat Financial by Caterpillar Inc. with respect to these receivables.
 
*   Indicates a number less than 0.05% but greater than zero.
Distribution by New and Used Financed Equipment(1)
                         
    Number of     Aggregate Contract     Percent of Aggregate  
New/Used   Receivables     Balance     Contract Balance  
New Equipment(2)
    4,645     $ 530,934,602       81.9 %
Used Equipment
    1,670       117,430,706       18.1  
 
                 
Total
    6,315     $ 648,365,308       100.0 %
 
                 
 
(1)   Some of the columns in the table may not sum to the total due to rounding.
 
(2)   Units not previously delivered or sold and rental unit conversions.
Distribution of the Receivables by Type of Financed Equipment(1)
                         
    Number of     Aggregate Contract     Percent of Aggregate  
Type   Receivables     Balance     Contract Balance  
Lift Truck
    42     $ 960,624       0.1 %
Machine(2)
    6,273       647,404,684       99.9  
 
                 
Total
    6,315     $ 648,365,308       100.0 %
 
                 
 
(1)   Some of the columns in the table may not sum to the total due to rounding.
 
(2)   Includes Construction Equipment and Paving Equipment.

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Distribution By Industry Application of Financed Equipment(1)
                         
    Number of     Aggregate Contract     Percent of Aggregate  
Industry   Receivables     Balance     Contract Balance  
Agriculture, Fishing and Forestry
    675     $ 54,790,012       8.5 %
Construction
    4,398       415,772,903       64.1  
Manufacturing
    297       30,815,389       4.8  
Mining
    281       61,882,067       9.5  
Services
    327       51,267,832       7.9  
Transportation/Public Utilities
    112       11,249,148       1.7  
Wholesale Trade
    72       8,927,001       1.4  
Other(2)
    153       13,660,955       2.1  
 
                 
Total
    6,315     $ 648,365,308       100.0 %
 
                 
 
(1)   Some of the columns in the table may not sum to the total due to rounding.
 
(2)   Other includes Retail, Financial, Insurance and Real Estate and Public Administration.
     As used in the following table, variable frequency receivables are receivables that have monthly payment schedules but permit the related obligors to skip or reduce payments during certain specified months which are predetermined at origination. The majority of skip or reduced payments on variable frequency receivables take place during months coinciding with the cash flow patterns of the related obligors. Although there can be no assurance that the experience on the variable frequency receivables will be comparable, Cat Financial has not identified any cash flow pattern resulting from the existence of variable frequency receivables in the U.S. Portfolio. The depositor believes that the pattern of principal payments on the notes will not be materially affected by the inclusion of variable frequency receivables in the issuing entity. See “The Receivables Pools — The Retail Equipment Financing Business — Installment Sale Contracts Contract Terms” in the accompanying prospectus.
Distribution of the Receivables by Payment Frequency(1)
                         
    Number of     Aggregate Contract     Percent of Aggregate  
Type   Receivables     Balance     Contract Balance  
Monthly Payments
    5,604     $ 560,518,514       86.5 %
Variable Frequency
    711       87,846,794       13.5  
 
                 
Total
    6,315     $ 648,365,308       100.0 %
 
                 
 
(1)   Some of the columns in the table may not sum to the total due to rounding.

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Distribution of Receivables by Remaining Contract Balance(1)
                         
    Number of     Aggregate Contract     Percent of Aggregate  
Remaining Contract Balance Range   Receivables     Balance     Contract Balance  
Up to $25,000.00
    1,270     $ 20,266,168       3.1 %
$25,000.01 to $50,000.00
    1,316       48,097,204       7.4  
$50,000.01 to $75,000.00
    957       58,934,570       9.1  
$75,000.01 to $100,000.00
    687       59,467,808       9.2  
$100,000.01 to $125,000.00
    533       59,652,329       9.2  
$125,000.01 to $150,000.00
    346       47,184,792       7.3  
$150,000.01 to $175,000.00
    242       39,177,880       6.0  
$175,000.01 to $200,000.00
    188       35,145,361       5.4  
$200,000.01 to $250,000.00
    310       69,506,100       10.7  
$250,000.01 to $300,000.00
    162       43,785,690       6.8  
$300,000.01 to $350,000.00
    86       27,509,045       4.2  
$350,000.01 to $400,000.00
    49       18,390,136       2.8  
$400,000.01 to $450,000.00
    37       15,612,620       2.4  
$450,000.01 to $500,000.00
    19       8,836,209       1.4  
$500,000.01 to $550,000.00
    24       12,780,402       2.0  
$550,000.01 to $600,000.00
    13       7,478,930       1.2  
$600,000.01 to $1,000,000.00
    49       37,971,569       5.9  
Over $1,000,000.01
    27       38,568,494       5.9  
 
                 
Total
    6,315     $ 648,365,308       100.0 %
 
                 
 
(1)   Some of the columns in the table may not sum to the total due to rounding.

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Geographic Distribution of the Receivables(1)
                         
    Number of     Aggregate Contract     Percent of Aggregate  
Geographic Distribution(2)   Receivables     Balance     Contract Balance  
Alabama
    232     $ 22,001,403       3.4 %
Alaska
    51       4,230,855       0.7  
Arizona
    128       17,077,684       2.6  
Arkansas
    164       22,351,897       3.4  
California
    431       43,825,018       6.8  
Colorado
    197       19,269,597       3.0  
Connecticut
    35       3,138,361       0.5  
Delaware
    31       3,240,736       0.5  
District of Columbia
    1       776,594       0.1  
Florida
    391       28,977,341       4.5  
Georgia
    251       22,501,831       3.5  
Hawaii
    38       6,391,295       1.0  
Idaho
    93       9,157,881       1.4  
Illinois
    148       14,934,495       2.3  
Indiana
    142       11,845,733       1.8  
Iowa
    58       8,150,064       1.3  
Kansas
    82       5,787,441       0.9  
Kentucky
    139       17,446,622       2.7  
Louisiana
    176       25,535,069       3.9  
Maine
    1       24,584       *  
Maryland
    89       10,987,344       1.7  
Massachusetts
    10       905,474       0.1  
Michigan
    140       12,978,616       2.0  
Minnesota
    26       1,926,359       0.3  
Mississippi
    185       15,541,844       2.4  
Missouri
    122       9,029,496       1.4  
Montana
    80       6,325,785       1.0  
Nebraska
    52       4,598,001       0.7  
Nevada
    68       6,210,024       1.0  
New Hampshire
    4       635,820       0.1  
New Jersey
    112       11,158,361       1.7  
New Mexico
    42       5,391,529       0.8  
New York
    76       6,618,472       1.0  
North Carolina
    263       19,504,666       3.0  
North Dakota
    13       1,561,283       0.2  
Ohio
    94       13,129,056       2.0  
Oklahoma
    106       16,525,697       2.5  
Oregon
    105       11,757,137       1.8  
Pennsylvania
    201       20,046,837       3.1  
Rhode Island
    1       9,982       *  
South Carolina
    165       13,759,914       2.1  
South Dakota
    29       3,135,880       0.5  
Tennessee
    149       13,101,036       2.0  
Texas
    636       78,913,837       12.2  
Utah
    149       15,642,820       2.4  
Vermont
    2       140,618       *  
Virginia
    226       18,108,147       2.8  
Washington
    176       15,711,650       2.4  
West Virginia
    54       14,449,367       2.2  
Wisconsin
    93       6,707,489       1.0  
Wyoming
    58       7,188,269       1.1  
 
                 
Total
    6,315     $ 648,365,308       100.0 %
 
                 
 
(1)   Some of the columns in the table may not sum to the total due to rounding.
 
(2)   Based on billing addresses of the related obligors.
 
*   Indicates a number less than 0.05% but greater than zero.

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Distribution of Receivables by Manufacturer of Financed Equipment(1)
                         
    Number of     Aggregate Contract     Percent of Aggregate  
Manufacturer   Receivables     Balance     Contract Balance  
Caterpillar Inc.
    5,830     $ 619,737,590       95.6 %
Other
    485       28,627,717       4.4  
 
                 
Total
    6,315     $ 648,365,308       100.0 %
 
                 
 
(1)   Some of the columns in the table may not sum to the total due to rounding.
Original Scheduled Cash Flows
                 
    Assumed Note   Gross Scheduled
Distribution Date   Value(1)   Cash Flows
Closing Date
  $ 642,058,349     Not Applicable
May 2008
    624,699,388     $ 17,358,961  
June 2008
    608,693,150       16,006,238  
July 2008
    592,369,218       16,323,933  
August 2008
    575,756,431       16,612,787  
September 2008
    558,981,917       16,774,514  
October 2008
    542,123,363       16,858,554  
November 2008
    525,141,562       16,981,801  
December 2008
    508,204,248       16,937,314  
January 2009
    491,454,437       16,749,811  
February 2009
    475,445,428       16,009,009  
March 2009
    459,893,159       15,552,269  
April 2009
    444,186,560       15,706,599  
May 2009
    428,175,053       16,011,507  
June 2009
    411,932,688       16,242,365  
July 2009
    395,765,099       16,167,589  
August 2009
    379,637,023       16,128,076  
September 2009
    363,628,054       16,008,970  
October 2009
    347,703,855       15,924,199  
November 2009
    332,095,979       15,607,876  
December 2009
    316,639,646       15,456,333  
January 2010
    301,407,666       15,231,980  
February 2010
    287,005,586       14,402,080  
March 2010
    273,003,012       14,002,574  
April 2010
    258,932,250       14,070,762  
May 2010
    244,545,665       14,386,585  
June 2010
    229,892,566       14,653,099  
July 2010
    215,391,254       14,501,313  
August 2010
    201,013,812       14,377,442  
September 2010
    186,867,423       14,146,389  
October 2010
    173,207,114       13,660,309  
November 2010
    160,134,531       13,072,583  
December 2010
    147,463,289       12,671,242  
January 2011
    135,312,192       12,151,097  
February 2011
    124,098,863       11,213,329  
March 2011
    113,870,548       10,228,314  
April 2011
    104,050,032       9,820,517  
May 2011
    94,400,879       9,649,153  
June 2011
    84,840,969       9,559,909  
July 2011
    75,652,881       9,188,088  
August 2011
    66,844,047       8,808,834  
September 2011
    58,376,973       8,467,074  
October 2011
    50,594,968       7,782,006  
November 2011
    43,482,977       7,111,991  
December 2011
    37,110,376       6,372,601  
January 2012
    31,619,710       5,490,667  
February 2012
    27,094,512       4,525,198  
March 2012
    23,374,577       3,719,934  
April 2012
    19,644,680       3,729,897  
May 2012
    16,520,011       3,124,669  
June 2012
    13,723,597       2,796,414  
July 2012
    11,048,568       2,675,030  
August 2012
    8,525,337       2,523,230  
September 2012
    6,237,143       2,288,195  
October 2012
    4,223,590       2,013,552  
November 2012
    2,784,115       1,439,475  
December 2012
    1,623,808       1,160,307  
January 2013
    798,447       825,361  
February 2013
    295,962       502,486  
March 2013
    62,425       233,537  
April 2013
    0       62,425  
 
(1)   The rate of the reduction of the assumed note value depends primarily on the rate of payment (including prepayments) of the aggregate Contract Balance of the receivables. This table presents scheduled payments on the receivables and does not reflect prepayments that may occur. See “Weighted Average Life of the Notes” in this prospectus supplement for a discussion of various factors affecting the rate of prepayments of the receivables.
     Unless noted otherwise, references to percentages of the receivables refer to the approximate percentage of the Initial Pool Balance, based on the Contract Balances of the receivables as of the cut-off date, and after giving effect to all payments received prior to the cut-off date.

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     Approximately 96.1% of the receivables were installment sale contracts and the remaining approximately 3.9% of the receivables were finance leases. Approximately 85.9% of the receivables that are finance leases require the related obligor to make a mandatory final payment at the termination of that finance lease, and the remaining approximately 14.1% of finance lease receivables have no such requirement.
     Approximately 23.9% of the receivables were originated or arranged by the five largest Caterpillar dealers: approximately 6.8% of the receivables were originated or arranged by Holt Texas Ltd., a Caterpillar dealer in San Antonio, Texas; approximately 5.6% of the receivables were originated or arranged by Warren Power & Machinery, L.P., a Caterpillar dealer in Midland, Texas; approximately 4.3% of the receivables were originated or arranged by Louisiana Machinery Co., LLC, a Caterpillar dealer in Reserve, Louisiana; approximately 3.8% of the receivables were originated or arranged by Wagner Equipment Co., a Caterpillar dealer in Denver, Colorado; and approximately 3.5% of the receivables were originated or arranged by Thompson Tractor Co., a Caterpillar dealer in Birmingham, Alabama. No other Caterpillar dealer originated or arranged more than approximately 3.4% of the receivables.
     No single obligor on the receivables accounted for more than approximately 1.4% of the receivables, and the five largest obligors accounted for approximately 4.7% of the receivables.
     The amount financed is calculated as a percentage of the value of the related financed equipment, which percentage ranges generally from 75.0% to 90.0% for new equipment and from 65.0% to 80.0% for used equipment, and the maximum amount financed is 100%. No insurance, guarantee or similar arrangement will be available to cover Realized Losses in the event that the value of the financed equipment relating to any Liquidated Receivable is less than the outstanding Contract Balance for the related receivable.
     For the Receivables Pool, the aggregate residual value of the underlying financed equipment is less than one-tenth of one percent (0.1%) of the initial aggregate Contract Balance of the Receivables Pool.
     Some of the receivables may be cross-collateralized, being secured by junior liens on other items of equipment (which may or may not be financed equipment securing receivables owned by the issuing entity) in addition to first priority liens on the related financed equipment, and some financed equipment may secure other receivables originated or purchased by Cat Financial on a junior basis (which may or may not be receivables owned by the issuing entity). See “Certain Legal Aspects of the Receivables — Cross-Collateralization” in this prospectus supplement.
Delinquencies, Repossessions and Net Losses
     Set forth below is information concerning Cat Financial’s experience pertaining to delinquencies, repossessions and net losses on the entire United States portfolio of installment sale contracts and finance leases serviced by Cat Financial (including receivables sold which Cat Financial continues to service) (the “U.S. ISC Portfolio” and the “U.S. Finance Lease Portfolio,” collectively, the “U.S. Portfolio”).
     Delinquencies, repossessions and net losses on installment sale contracts and finance leases are affected by economic conditions generally. The level of repossessions and net losses set forth below reflect economic conditions generally and the economic conditions of industries which Cat Financial’s customers serve. Due to softening of the U.S. housing industry, the tables below reflect an increase in the level of delinquencies, repossessions and net losses for 2007 in the U.S. Portfolio.
     Although the depositor believes that the composition of the Receivables Pool in the aggregate is representative of the U.S. ISC Portfolio and the U.S. Finance Lease Portfolio, respectively, there can be no assurance that the delinquency, repossession and net loss experience on the issuing entity’s receivables will be comparable to the experience of the U.S. Portfolio reflected in the immediately following tables or that delinquencies, repossessions and net losses in the future will be comparable to those in the past. Moreover, the amounts reflected in the immediately following tables have not been adjusted to eliminate the effect of the growth of the U.S. Portfolio. Accordingly, the actual delinquency, repossession and net loss experience would be expected to be higher than those shown in the immediately following tables for a group of receivables isolated at a period of time whose delinquency, repossession and net loss experience showed the activity only for that isolated group over the periods indicated.
     In the following tables, amounts and percentages are based on the gross amount of all unpaid installments of principal and unearned finance charges scheduled to be paid on each contract or lease.

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     From time to time, the servicer may modify the terms of certain delinquent receivables in accordance with Cat Financial’s credit policies and such receivables may not be considered to be “delinquent.” Those modifications include extensions, restructurings with skip payments, refinancings, changes of installment or lease due dates, as specified in the related retail installment sale contract or finance lease, reductions of interest rates or lease payments, and partial buyouts. See “The Receivables Pools — The Retail Equipment Financing Business — Extension/Revision Procedures” in the accompanying prospectus. The immediately following tables may reflect delinquent contracts and leases that have been modified in accordance with Cat Financial’s credit policies. In addition, a contract or lease is no longer considered delinquent and is no longer included in the U.S. ISC Portfolio or U.S. Finance Lease Portfolio, as applicable, upon the repossession of its related financed equipment. See “The Receivables Pools — The Retail Equipment Financing Business — Repossession/Writeoff Procedures” in the accompanying prospectus. Moreover, when a receivable becomes 120 days delinquent, accrual of finance income is usually suspended, the collateral may be repossessed and the account may be designated for litigation, in each case if such actions have not already taken place.
     As used in the immediately following tables, a monthly retail installment sale contract or lease is deemed to be “31 to 60 Days” or “over 60 Days” delinquent if the amount due is not collected by the last day of the succeeding month or next succeeding month, respectively. For example, a payment due any time in January is not considered “31 — 60” days past due unless the amount due remains uncollected on February 28. The determination as to whether a receivable falls into this category is made as of the close of business on the last business day of each month. Grace periods and partial payments do not affect these determinations.
Delinquency Experience for the U.S. ISC Portfolio
(Dollars In Millions)
                                                                                 
    At December 31,  
    2003     2004     2005     2006     2007  
    Number             Number             Number             Number             Number        
    of             of             of             of             of        
    Contracts     Amount     Contracts     Amount     Contracts     Amount     Contracts     Amount     Contracts     Amount  
Gross Portfolio
    58,040     $ 3,159.7       69,569     $ 4,155.4       80,058     $ 4,955.9       85,385     $ 5,465.8       83,579     $ 5,380.0  
Delinquency:
                                                                               
31 - 60 Days
    1,168     $ 48.3       910     $ 39.7       951     $ 37.8       1,394     $ 62.8       2,480     $ 128.7  
over 60 Days
    965     $ 47.2       910     $ 38.5       898     $ 36.3       1,150     $ 56.8       2,149     $ 111.1  
 
                                                           
Total Delinquencies
    2,133     $ 95.5       1,820     $ 78.2       1,849     $ 74.1       2,544     $ 119.6       4,629     $ 239.8  
Total Delinquencies as a Percent of the Gross Portfolio
    3.68 %     3.02 %     2.62 %     1.88 %     2.31 %     1.50 %     2.98 %     2.19 %     5.54 %     4.46 %
Delinquency Experience for the U.S. Finance Lease Portfolio
(Dollars In Millions)
                                                                                 
    At December 31,  
    2003     2004     2005     2006     2007  
    Number             Number             Number             Number             Number        
    of             of             of             of             of        
    Contracts     Amount     Contracts     Amount     Contracts     Amount     Contracts     Amount     Contracts     Amount  
Gross Portfolio
    12,191     $ 645.1       10,607     $ 608.5       10,172     $ 711.8       9,991     $ 824.7       9,791     $ 1,184.9  
Delinquency:
                                                                               
31 - 60 Days
    268     $ 12.7       151     $ 8.1       116     $ 4.4       105     $ 4.6       253     $ 14.4  
over 60 Days
    233     $ 12.0       170     $ 6.3       94     $ 3.1       120     $ 12.5       140     $ 7.5  
 
                                                           
Total Delinquencies
    501     $ 24.7       321     $ 14.4       210     $ 7.5       225     $ 17.1       393     $ 21.9  
Total Delinquencies as a Percent of the Gross Portfolio
    4.11 %     3.83 %     3.03 %     2.37 %     2.06 %     1.05 %     2.25 %     2.07 %     4.01 %     1.85 %

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     In the immediately following tables —
    repossessions represent all unpaid principal and finance charges accrued but not collected for contracts or leases repossessed and either terminated or in inventory;
 
    liquidations represent a reduction in the outstanding balances of the contracts or leases as a result of cash payments and charge-offs; and
 
    net losses are equal to the aggregate amount of principal and finance charges accrued on all contracts or leases which are determined to be uncollectible plus repossession expenses less —
    in the case of repossessed (but not liquidated) financed equipment, the estimated proceeds of liquidation of that equipment, and
 
    in the case of liquidated financed equipment, the actual proceeds of liquidation of that equipment.
     The net loss figures shown in the immediately following tables with respect to financed equipment which is repossessed in one calendar year and sold in another is estimated and adjusted. The net losses for the year of repossession include Cat Financial’s estimate of losses after giving effect to its estimate of the liquidation proceeds. In any subsequent year in which liquidation proceeds are actually received, the net loss figure for that year is —
    increased to reflect the amount by which actual liquidation proceeds are less than that estimate, or
 
    decreased to reflect the amount by which actual liquidation proceeds exceed that estimate.
     The net loss figures shown in the immediately following tables also reflect payments made by Caterpillar dealers on a limited number of the contracts which provide for recourse to the related dealer. For a description of such receivables, see “The Receivables Pools — The Retail Equipment Financing Business — Dealer Agreements” in the accompanying prospectus, “Certain Legal Aspects of the Receivables — Dealer Recourse Receivables” in this prospectus supplement and “Risk Factors-Bankruptcy of Cat Financial or a dealer could result in delays in payment or losses on the notes” in the accompanying prospectus.
Credit Loss/Repossession Experience for the U.S. ISC Portfolio
(Dollars In Millions)
                                         
    Year Ended December 31,
    2003   2004   2005   2006   2007
Average Gross Portfolio Outstanding During the Period
  $ 2,935.3     $ 3,622.5     $ 4,559.3     $ 5,237.4     $ 5,492.0  
Repossessions as a Percent of Average Gross Portfolio Outstanding
    2.26 %     1.36 %     0.94 %     1.33 %     2.14 %
Net Losses as a Percent of Liquidations
    1.11 %     0.74 %     0.46 %     0.75 %     1.24 %
Net Losses as a Percent of Average Gross Portfolio Outstanding
    0.71 %     0.42 %     0.27 %     0.44 %     0.74 %
Credit Loss/Repossession Experience for the U.S. Finance Lease Portfolio
(Dollars In Millions)
                                         
    Year Ended December 31
    2003   2004   2005   2006   2007
Average Gross Portfolio Outstanding During the Period
  $ 995.9     $ 852.4     $ 882.8     $ 1,044.8     $ 1,144.4  
Repossessions as a Percent of Average Gross Portfolio Outstanding
    2.98 %     1.87 %     1.16 %     1.07 %     1.75 %
Net Losses as a Percent of Liquidations
    2.31 %     0.51 %     0.61 %     0.43 %     1.16 %
Net Losses as a Percent of Average Gross Portfolio Outstanding
    1.19 %     0.27 %     0.28 %     0.19 %     0.53 %
Static Pool Data
     Current static pool data with respect to receivables from the U.S. Portfolio that have been included in prior securitized pools is set forth on Annex II hereto (the “Static Pool Data”). Information included in the Static Pool Data with respect to any prior securitized

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pool established prior to January 1, 2006 shall not be deemed to be part of this prospectus supplement, the accompanying prospectus or the registration statement.
     Although the depositor believes that the composition of the receivables reflected in the Static Pool Data is representative of the U.S. Portfolio, there can be no assurance that the prepayment rate, delinquency and net loss experience on the issuing entity’s receivables will be comparable to the experience of the prior securitized pools reflected in the Static Pool Data or that prepayment rates, delinquencies and net losses in the future will be comparable to those in the past.
     From time to time, the servicer may modify the terms of certain delinquent receivables in accordance with Cat Financial’s credit policies and such receivables may not be considered to be “delinquent.” Those modifications include extensions, restructurings with skip payments, refinancings, changes of installment or lease due dates, as specified in the related retail installment sale contract or finance lease, reductions of interest rates or lease payments, and partial buyouts. See “The Receivables Pools — The Retail Equipment Financing Business — Extension/Revision Procedures” in the accompanying prospectus. The Static Pool Data may reflect delinquent contracts and leases that have been modified in accordance with Cat Financial’s credit policies. In addition, a contract or lease is no longer considered delinquent and is no longer included in the U.S. ISC Portfolio or U.S. Finance Lease Portfolio, as applicable, upon the repossession of its related financed equipment. See “The Receivables Pools — The Retail Equipment Financing Business — Repossession/Writeoff Procedures” in the accompanying prospectus. Moreover, when a receivable becomes 120 days delinquent, accrual of finance income is usually suspended, the collateral may be repossessed and the account may be designated for litigation, in each case if such actions have not already taken place.
     As used in the Static Pool Data, a monthly retail installment sale contract or lease is deemed to be “31 to 60 Days”, “61 to 90 Days”, “90 to 120 Days” or “over 120 Days” delinquent if the amount due is not collected by the last day of the succeeding month or next succeeding month, respectively. For example, a payment due any time in January is not considered “31 to 60 Days” past due unless the amount due remains uncollected on February 28. The determination as to whether a receivable falls into this category is made as of the close of business on the last business day of each month. Grace periods and partial payments do not affect these determinations.
Billing and Payment Procedures
     Each receivable in the Receivables Pool generally requires monthly payments to be made no later than the same numerical day of the month as the origination date. In most cases, the servicer sends monthly invoices to the obligors. In some cases, the obligors are provided with coupon books annually, and, in most such cases, no invoices are sent separately. Obligors may elect for monthly payments to be deducted automatically from deposit accounts and may make payments by various means, including online transfers, phone payment and money order, although an additional fee may be charged for these payment methods. See “The Retail Equipment Financing Business — Installment Sale Contracts — Contract Term” in the accompanying prospectus for a discussion of qualifying obligors’ ability to select a “skip payments schedule” under some of the receivables.
Custodial Arrangements
     Each receivables file will contain the single original related installment sale contract or finance lease, as represented by Cat Financial in the purchase agreement. In order to facilitate servicing and to minimize administrative burden and expense, the servicer will act as custodian of the receivables files for the depositor, the owner trustee and the indenture trustee. Cat Financial will indicate on its computer records that the receivables have been sold to the depositor and by the depositor to the issuing entity. Cat Financial will not stamp the physical receivables files to reflect the sale and assignment of the receivables to the issuing entity. See “Risk Factors — The notes may suffer losses if other liens have priority over the lien of the indenture” in the accompanying prospectus.
     The servicer will hold the receivables files in one or more of its offices located within the State of Nevada. The depositor and its employees may have access to the receivables files. The receivables files are segregated by their physical location from similar files held by the servicer on behalf of itself or other entities. This is the second securitization for which the servicer has acted as custodian of the receivables files.

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Underwriting Standards
     Each receivable in the Receivables Pool was originated generally in accordance with the underwriting criteria and standards of Cat Financial as described under “The Receivables Pools” in the accompanying prospectus.
Additional Information
     A current report on Form 8-K will be available to purchasers of the notes and will be filed by the issuing entity, in its own name, together with the indenture and the transfer and servicing agreements, with the Securities and Exchange Commission within fifteen days after the initial issuance of the notes.
WEIGHTED AVERAGE LIFE OF THE NOTES
     Information regarding certain maturity and prepayment considerations with respect to the notes is set forth under “Weighted Average Life of the Notes” in the accompanying prospectus. The Class A-2 noteholders will not receive any principal payments until the Class A-1 Notes are paid in full. The Class A-3 noteholders will not receive any principal payments until the Class A-2 Notes are paid in full. See “Description of the Notes — The Class A-2 Notes and the Class A-3 Notes — Payments Of Principal” in this prospectus supplement.
     The rate of payment of principal of the notes depends primarily on the rate of payment (including prepayments) of the aggregate Contract Balance of the receivables. Final payment of each class of the notes could occur significantly earlier than their final scheduled distribution dates. The servicer will be permitted to extend the final scheduled payment date of a receivable; provided, however, if the servicer extends the final scheduled payment date of a receivable beyond the Final Maturity Date, the servicer will be obligated to purchase that receivable from the issuing entity. Further, the servicer will be permitted to refinance an existing receivable for the related obligor, so long as —
    the proceeds of that refinancing would be used to prepay that existing receivable in full, and
 
    the related obligor executes a new installment sale contract or finance lease with respect to that receivable.
     The purchase or refinancing of a receivable by the servicer will result in the prepayment of the Contract Balance of that receivable to the issuing entity and may result in the reduction of the weighted average life of the notes. Any extensions of receivables which do not result in the purchase by the servicer of those receivables may lengthen the weighted average remaining term of the receivables and the weighted average life of the notes. See “Description of the Transfer and Servicing Agreements — Sale and Assignment of Receivables” in this prospectus supplement and in the accompanying prospectus and “The Receivables Pools — The Retail Equipment Financing Business — Extension/Revision Procedures” in the accompanying prospectus. Noteholders will bear the risk of being able to reinvest principal payments of the notes at yields at least equal to the yield on their notes.
     The following information is given solely to illustrate the effect of prepayments of the receivables on the weighted average life of the notes under the stated assumptions and is not a prediction of the prepayment rate that might actually be experienced by the receivables.
     Prepayments on installment sale contracts and finance leases can be measured relative to a prepayment standard or model. The model used in this prospectus supplement is based on a constant prepayment rate (“CPR”). CPR is determined by the percentage of principal outstanding at the beginning of a period that prepays during that period, stated as an annualized rate. The CPR prepayment model, like any prepayment model, does not purport to be either an historical description of prepayment experience or a prediction of the anticipated rate of prepayment.
     The tables on pages S-31 and S-32 have been prepared on the basis of certain assumptions, including that:
    the initial Note Value is equal to $642,058,349 (using the assumed discount rate of 7.29%);
 
    the receivables prepay in full at the specified monthly CPR, with no defaults, losses or repurchases;
 
    each scheduled payment on the receivables is made on the last day of each collection period and each collection period has 30 days;

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    distributions on the notes and certificates are made on each distribution date in accordance with the description set forth under “Description of the Transfer and Servicing Agreement — Distributions” in this prospectus supplement;
 
    the closing date is April 29, 2008;
 
    the balance in the reserve account on each distribution date is equal to the Specified Reserve Account Balance;
 
    Cat Financial is the servicer;
 
    each Net Swap Payment is equal to zero for each distribution date; and
 
    there are no reinvestment earnings on the reserve account.
     The tables indicate the projected weighted average life of each class of notes and set forth the percent of the initial principal amount of each class of notes that is projected to be outstanding after each of the distribution dates shown at various CPR percentages.
     The information included in the following tables represents forward-looking statements and involves risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The actual characteristics and performance of the receivables will differ from the assumptions used in constructing the tables on this page and the following page. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, the actual discount rate used to determine the initial note value may be different from the assumed discount rate and as a result the principal amount of the notes issued may vary (although not by more than 5%), thereby possibly affecting the prepayment speed of the notes. Additionally, it is highly unlikely that the receivables will prepay at a constant CPR until maturity or that all of the receivables will prepay at the same CPR. Moreover, the diverse terms of receivables could produce slower or faster principal distributions than indicated on the tables at the various CPRs specified. Any difference between such assumptions and the actual characteristics and performance of the receivables will affect the percentages of initial principal amounts outstanding over time and the weighted average lives of the notes.

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Weighted Average Life of the Notes and Percentage of Initial Principal Amount at Various CPR Percentages
                                                                                 
    Class A-1 Notes   Class A-2 Notes
Distribution Date   0%   10%   14%   19%   24%   0%   10%   14%   19%   24%
Closing Date
    100       100       100       100       100       100       100       100       100       100  
May 2008
    90       87       86       84       83       100       100       100       100       100  
June 2008
    82       76       73       70       67       100       100       100       100       100  
July 2008
    73       64       61       56       51       100       100       100       100       100  
August 2008
    64       53       48       42       36       100       100       100       100       100  
September 2008
    54       41       36       29       21       100       100       100       100       100  
October 2008
    45       30       23       15       7       100       100       100       100       100  
November 2008
    36       19       11       2       0       100       100       100       100       94  
December 2008
    26       8       0       0       0       100       100       100       92       84  
January 2009
    17       0       0       0       0       100       97       91       82       74  
February 2009
    8       0       0       0       0       100       89       82       73       64  
March 2009
    0       0       0       0       0       100       81       74       64       55  
April 2009
    0       0       0       0       0       93       73       66       56       46  
May 2009
    0       0       0       0       0       86       66       58       47       37  
June 2009
    0       0       0       0       0       79       58       50       39       29  
July 2009
    0       0       0       0       0       72       50       42       31       21  
August 2009
    0       0       0       0       0       65       43       34       24       13  
September 2009
    0       0       0       0       0       58       35       27       16       6  
October 2009
    0       0       0       0       0       51       28       19       9       0  
November 2009
    0       0       0       0       0       44       21       13       2       0  
December 2009
    0       0       0       0       0       37       14       6       0       0  
January 2010
    0       0       0       0       0       30       8       0       0       0  
February 2010
    0       0       0       0       0       24       2       0       0       0  
March 2010
    0       0       0       0       0       18       0       0       0       0  
April 2010
    0       0       0       0       0       11       0       0       0       0  
May 2010
    0       0       0       0       0       5       0       0       0       0  
June 2010
    0       0       0       0       0       0       0       0       0       0  
Weighted Average Life to Maturity (years)(1)
    0.49       0.39       0.35       0.32       0.29       1.55       1.29       1.20       1.10       1.01  
Weighted Average Life to Call (years)(1)(2)
    0.49       0.39       0.35       0.32       0.29       1.55       1.29       1.20       1.10       1.01  
 
(1)   The weighted average life of a Class A-1 Note or Class A-2 Note is determined by: (a) multiplying the amount of each principal payment on the applicable note by the number of years from the date of issuance of such note to the related distribution date, (b) adding the results, and (c) dividing the sum by the related initial principal amount of such note.
 
(2)   This calculation assumes that the servicer exercises its option to purchase the receivables on the earliest permitted distribution date.
     This table has been prepared based on the assumptions provided on pages S-29 and S-30 (including the assumptions regarding the characteristics and performance of the receivables, which will differ from the actual characteristics and performance thereof) and should be read in conjunction therewith.

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Weighted Average Life of the Notes and Percentage of Initial Principal Amount at Various CPR Percentages
                                         
    Class A-3 Notes
Distribution Date   0%   10%   14%   19%   24%
Closing Date
    100       100       100       100       100  
May 2008
    100       100       100       100       100  
June 2008
    100       100       100       100       100  
July 2008
    100       100       100       100       100  
August 2008
    100       100       100       100       100  
September 2008
    100       100       100       100       100  
October 2008
    100       100       100       100       100  
November 2008
    100       100       100       100       100  
December 2008
    100       100       100       100       100  
January 2009
    100       100       100       100       100  
February 2009
    100       100       100       100       100  
March 2009
    100       100       100       100       100  
April 2009
    100       100       100       100       100  
May 2009
    100       100       100       100       100  
June 2009
    100       100       100       100       100  
July 2009
    100       100       100       100       100  
August 2009
    100       100       100       100       100  
September 2009
    100       100       100       100       100  
October 2009
    100       100       100       100       99  
November 2009
    100       100       100       100       91  
December 2009
    100       100       100       95       84  
January 2010
    100       100       99       88       77  
February 2010
    100       100       92       81       70  
March 2010
    100       95       86       75       64  
April 2010
    100       88       79       68       58  
May 2010
    100       82       73       62       52  
June 2010
    98       75       66       56       47  
July 2010
    91       68       60       50       41  
August 2010
    84       62       54       45       36  
September 2010
    77       56       48       40       31  
October 2010
    70       50       43       35       27  
November 2010
    63       44       38       30       23  
December 2010
    57       39       33       25       19  
January 2011
    51       34       28       21       15  
February 2011
    45       29       24       17       12  
March 2011
    40       25       20       14       9  
April 2011
    35       21       16       11       6  
May 2011
    31       17       13       8       4  
June 2011
    26       14       10       5       1  
July 2011
    21       10       6       2       0  
August 2011
    17       7       4       0       0  
September 2011
    13       4       1       0       0  
October 2011
    9       1       0       0       0  
November 2011
    5       0       0       0       0  
December 2011
    2       0       0       0       0  
January 2012
    0       0       0       0       0  
Weighted Average Life to Maturity (years)(1)
    2.85       2.59       2.48       2.35       2.21  
Weighted Average Life to Call (years)(1)(2)
    2.83       2.56       2.45       2.31       2.17  
 
(1)   The weighted average life of a Class A-3 Note is determined by: (a) multiplying the amount of each principal payment on the applicable note by the number of years from the date of issuance of such note to the related distribution date, (b) adding the results, and (c) dividing the sum by the related initial principal amount of such note.
 
(2)   This calculation assumes that the servicer exercises its option to purchase the receivables on the earliest permitted distribution date.
     This table has been prepared based on the assumptions provided on page S-29 and S-30 (including the assumptions regarding the characteristics and performance of the receivables, which will differ from the actual characteristics and performance thereof) and should be read in conjunction therewith.

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AMOUNTS OUTSTANDING ON THE NOTES
     Pursuant to the indenture, the noteholders of record will receive monthly servicer reports concerning the payments received on the receivables, the Pool Balance, the pool factor for each class of notes and various other items of information.
     The “pool factor” for each class of notes is a seven-digit decimal which the servicer will compute each month indicating the remaining outstanding principal amount of that class of notes as of the related distribution date — after giving effect to payments to be made on that distribution date — as a fraction of the initial outstanding principal balance of that class of notes. The pool factor for each class of notes will be 1.0000000 as of the closing date.
     The pool factors will decline over time to reflect reductions in the outstanding principal amounts of notes. The principal amounts of the notes will decline as a result of scheduled payments, prepayments, purchases of the receivables by the depositor or the servicer and liquidations of the receivables.
     The outstanding principal amount of any class of notes at any time will be the product of —
    the original denomination of that note; and
 
    the current pool factor for that class of notes.
USE OF PROCEEDS
     The issuing entity will issue the notes and the certificates to the depositor in exchange for the receivables transferred by the depositor pursuant to the sale and servicing agreement and the initial deposit to the reserve account. The net proceeds from the sale of notes will be applied to the purchase of the receivables from Cat Financial and to make the depositor’s initial deposit to the reserve account.
DESCRIPTION OF THE NOTES
General
     The issuing entity will issue the notes under the indenture, a form of which has been filed as an exhibit to the Registration Statement. We will file a copy of the indenture with the Securities and Exchange Commission following the issuance of the notes. The following, as well as other pertinent information included elsewhere in this prospectus supplement and in the accompanying prospectus, summarizes the material terms of the notes and the indenture. The summary is not complete and is qualified by reference to the provisions of the notes and the indenture. The following summary supplements the description of the general terms and provisions of the notes of any given series and the related indenture set forth in the accompanying prospectus.
The Class A-1 Notes
     Payments of Interest. The Class A-1 Notes (the “Class A-1 Notes”) will constitute Fixed Rate Notes, as that term is defined under “Certain Information Regarding the Notes — Fixed Rate Notes” in the accompanying prospectus. Interest on the principal amount of the Class A-1 Notes will accrue at the rate of ___% per annum (the “Class A-1 Note rate”), calculated on the basis of a 360-day year and the actual number of days elapsed. Interest on the outstanding principal amount of the Class A-1 Notes will accrue from and including the most recent distribution date on which interest has been paid (or, in the case of the initial distribution date, from and including the closing date) to but excluding the following distribution date and will be payable to the Class A-1 noteholders monthly on each distribution date commencing May 27, 2008.
     Interest accrued as of any distribution date but not paid on that distribution date will be due on the next distribution date, together with interest, to the extent permitted by law, on that amount at the Class A-1 Note rate. Interest payments on the Class A-1 Notes will be generally derived from the Total Distribution Amount remaining after the payment of the Servicing Fee, the administration fee and any Net Swap Payment owed to the swap counterparty, and including amounts on deposit in the reserve account. See “Description of the Transfer and Servicing Agreements — Distributions” and “— Reserve Account” in this prospectus supplement.

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     If the sum of the amount of interest on the principal amount of the notes and any Senior Swap Termination Payments under any swap agreement payable on any distribution date exceeds the Total Distribution Amount remaining after the payment of the Servicing Fee, the administration fee and any Net Swap Payment owed to the swap counterparty —
    the issuing entity will pay, pro rata (x) the noteholders their ratable share (based upon the total amount of interest due to the noteholders) of the amount available to be distributed and (y) the swap counterparty, its ratable share (based upon the total amount of Senior Swap Termination Payments due to the swap counterparty under any swap agreement) of the amount available to be distributed;
 
    the issuing entity will pay to the Class A-1 noteholders their ratable share (based upon the total amount of interest due to the Class A-1 noteholders, the Class A-2 noteholders and the Class A-3 noteholders) of the amount in clause (x) in the immediately preceding bullet point; and
 
    the issuing entity will pay each Class A-1 noteholder its ratable share (based on the principal amount of its Class A-1 Note and the total amount distributable to the Class A-1 noteholders) of the amount in the immediately preceding bullet point.
     The term “distribution date” shall mean the 25th day of each calendar month or, if any such date is not a business day, on the next succeeding business day, commencing on May 27, 2008.
     Payments of Principal. The issuing entity will make principal payments to the Class A-1 noteholders on each distribution date in an amount generally equal to the Principal Distribution Amount until the principal balance of the Class A-1 Notes is reduced to zero. The issuing entity will generally derive principal payments on the Class A-1 Notes from the Total Available Amount remaining after —
    payment of the Servicing Fee;
 
    payment of the administration fee;
 
    payment of any Net Swap Payment owed to the swap counterparty;
 
    payment, pro rata, of the Noteholders’ Interest Distributable Amount and any Senior Swap Termination Payments owed to the swap counterparty under any swap agreement; and
 
    with respect to payment of the Regular Principal Distribution Amount, after the required deposit to the reserve account.
     In addition, solely on the Class A-1 Note final scheduled distribution date, the issuing entity will, if necessary, make principal payments on the Class A-1 Notes from the amount on deposit in the reserve account remaining after the payment of the Servicing Fee, the administration fee, any Net Swap Payment owed to the swap counterparty, the Noteholders’ Interest Distributable Amount and any Senior Swap Termination Payments owed to the swap counterparty. See “Description of the Transfer and Servicing Agreements — Distributions” and “— Reserve Account” in this prospectus supplement.
     The issuing entity will not make distributions with respect to principal on the Class A-1 Notes until the issuing entity has paid the Servicing Fee, the administration fee, all interest due on the notes in full and any Net Swap Payment and Senior Swap Termination Payments, if any, owed to the swap counterparty. The issuing entity will pay the outstanding principal amount, if any, of the Class A-1 Notes in full on the Class A-1 Note final scheduled distribution date from funds available therefor (including amounts on deposit in the reserve account).
The Class A-2 Notes and the Class A-3 Notes
     Payments of Interest. The Class A-2 Notes (and, if applicable, collectively any tranche of Class A-2 Notes issued as Fixed Rate Notes and any tranche of Class A-2 Notes issued as Floating Rate Notes, the “Class A-2 Notes”) and the Class A-3 Notes (and, if applicable, collectively any tranche of Class A-3 Notes issued as Fixed Rate Notes and any tranche of Class A-3 Notes issued as Floating Rate Notes, the “Class A-3 Notes”) may be issued in tranches of Fixed Rate Notes or Floating Rate Notes, as that term is defined under “Certain Information Regarding the Notes — Fixed Rate Notes” and “Certain Information Regarding the Notes — Floating Rate Notes” in the accompanying prospectus.
     Interest on the principal amount of any tranche of the Class A-2 Notes issued as Fixed Rate Notes will accrue at a fixed rate and interest on the principal amount of any tranche of Class A-2 Notes issued as Floating Rate Notes will accrue at a rate of LIBOR plus a spread (each, a “Class A-2 Note rate”). Interest on the principal amount of any tranche of the Class A-3 Notes issued as Fixed Rate

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Notes will accrue at a fixed rate and interest on the principal amount of any tranche of the Class A-3 Notes issued as Floating Rate Notes will accrue at a rate of LIBOR plus a spread (each, a “Class A-3 Note rate”). Interest on the Class A-2 Notes and the Class A-3 Notes issued as tranches of Fixed Rate Notes will be calculated on the basis of a 360-day year of twelve 30-day months. Interest on the outstanding principal amount of the Class A-2 Notes and the Class A-3 Notes issued as tranches of Fixed Rate Notes will accrue from and including the 25th day of the month prior to the current distribution date (or, in the case of the initial distribution date, from and including the closing date) to but excluding the 25th day of the month of the current distribution date. Interest on the Class A-2 Notes and the Class A-3 Notes issued as tranches of Floating Rate Notes will be calculated on the basis of a 360-day year and the actual number of days elapsed. Interest on the outstanding principal amount of the Class A-2 Notes and the Class A-3 Notes issued as tranches of Floating Rate Notes will accrue from and including the most recent distribution date on which interest has been paid (or, in the case of the initial distribution date, from and including the closing date) to but excluding the following distribution date. Interest will be payable to the Class A-2 noteholders and the Class A-3 noteholders monthly on each distribution date commencing May 27, 2008.
     Interest accrued on any class or tranche of notes as of any distribution date but not paid on that distribution date will be due on the next distribution date together with interest, to the extent permitted by law, on that amount at the interest rate applicable to that class or tranche of notes. Interest payments on the Class A-2 Notes and the Class A-3 Notes will generally be derived from the Total Available Amount remaining after the payment of the Servicing Fee, the administration fee and any Net Swap Payment owed to the swap counterparty and from amounts on deposit in the reserve account.
     See “Description of the Transfer and Servicing Agreements — Distributions” and “— Reserve Account” in this prospectus supplement.
     If the sum of the amount of interest on the principal amounts of the notes and any Senior Swap Termination Payment under any swap agreement payable on any distribution date exceeds the Total Distribution Amount remaining after payment of the Servicing Fee, the administration fee and any Net Swap Payment owed to the swap counterparty —
    the issuing entity will pay pro rata (x) the noteholders their ratable share (based upon the total amount of interest due to the noteholders) of the amount available to be distributed and (y) the swap counterparty, its ratable share (based upon the total amount of Senior Swap Termination Payments due to the swap counterparty under any swap agreement) of the amount available to be distributed;
 
    the issuing entity will pay to the Class A-2 noteholders and the Class A-3 noteholders their ratable share (based upon the total amount of interest due to the Class A-1 noteholders, the Class A-2 noteholders and the Class A-3 noteholders) of the amount in clause (x) in the immediately preceding bullet point; and
 
    the issuing entity will pay each Class A-2 noteholder and each Class A-3 noteholder its ratable share (based on the principal amount of its Class A-2 Note or its Class A-3 Note and the total amount distributable to the Class A-2 noteholders or the Class A-3 noteholders) of the amount in the immediately preceding bullet point.
     Payments of Principal. So long as no event of default under the indenture has occurred and is continuing and the maturity of the notes has not been accelerated, the issuing entity will make principal payments to the Class A-2 noteholders on each distribution date on and after the distribution date on which the Class A-1 Notes have been paid in full in an amount equal to the difference between:
    the Principal Distribution Amount; and
 
    the portion, if any, of the Principal Distribution Amount paid in respect of the Class A-1 Notes on that distribution date.
     So long as no event of default under the indenture has occurred and is continuing and the maturity of the notes has not been accelerated, the issuing entity will make principal payments to the Class A-3 noteholders on each distribution date on and after the distribution date on which the Class A-1 Notes and the Class A-2 Notes have been paid in full in an amount equal to the difference between:
    the Principal Distribution Amount; and
 
    the portion, if any, of the Principal Distribution Amount paid in respect of the Class A-1 Notes and the Class A-2 Notes on that distribution date.
     After the occurrence of an event of default under the indenture and the acceleration of the maturity of the notes, the issuing entity will make principal payments to the Class A-2 noteholders and the Class A-3 noteholders ratably according to the amounts due and

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payable on the Class A-2 Notes and the Class A-3 Notes, on and after the distribution date on which the Class A-1 Notes have been paid in full, in the amount described herein under the heading “Description of the Transfer and Servicing Agreements – Distributions” in this prospectus supplement.
     The issuing entity will generally derive principal payments on the Class A-2 Notes and the Class A-3 Notes from the Total Available Amount remaining after the payment of the Servicing Fee, the administration fee, any Net Swap Payment and any Senior Swap Termination Payments owed to the swap counterparty, the Noteholders’ Interest Distributable Amount, with respect to the payment of the Regular Principal Distribution Amount, after the required deposit to the reserve account, and, solely on the Class A-2 Note final scheduled distribution date and the Class A-3 Note final scheduled distribution date, respectively, from amounts on deposit in the reserve account.
     The issuing entity will pay the outstanding principal amount, if any, of the Class A-2 Notes in full on the Class A-2 Note final scheduled distribution date from the available funds (including any amounts on deposit in the reserve account, if necessary). The issuing entity will pay the outstanding principal amount, if any, of the Class A-3 Notes in full on the Class A-3 Note final scheduled distribution date from the available funds (including any amounts on deposit in the reserve account, if necessary).
     Optional Prepayment. The issuing entity will prepay the Class A-3 Notes in whole, but not in part, at the Class A-3 Note prepayment price described below on any distribution date on which the servicer has exercised its option to purchase the receivables from the issuing entity. The servicer has the option to purchase the receivables at a purchase price at least equal to the unpaid principal amount of the Class A-3 Notes plus accrued and unpaid interest on the Class A-3 Notes, plus any Net Swap Payment and any Swap Termination Payments owed to the swap counterparty on any distribution date on which —
    the Class A-1 Notes and the Class A-2 Notes have been paid in full; and
 
    the Note Value has been reduced to 10% or less of the Initial Note Value.
     The prepayment price for the Class A-3 Notes will be equal to the unpaid principal amount of the Class A-3 Notes, plus accrued but unpaid interest thereon at the related Class A-3 Note rate plus, to the extent permitted by law, interest on any past due interest at the related Class A-3 Note rate.
     If the Class A-3 Notes are to be prepaid as stated above, the issuing entity will furnish notice of such prepayment to the indenture trustee not later than 15 days prior to the prepayment date, and the issuing entity will deposit in the collection account not later than two business days prior to the prepayment date the prepayment price of the Class A-3 Notes plus any Net Swap Payment and any Swap Termination Payments owed to the swap counterparty. All of the Class A-3 Notes will be due and payable on the prepayment date upon (i) the deposit of the prepayment price in the collection account and (ii) the furnishing of notice by the indenture trustee, not less than five days prior to the applicable prepayment date, to the noteholders indicated on the note register of the Class A-3 Notes, stating the prepayment date, the prepayment price and the place where the Class A-3 Notes are to be surrendered for payment of the prepayment price. Failure to give notice of prepayment, or any defect therein, to any holder of any Class A-3 Note will not impair or affect the validity of the prepayment of any other Class A-3 Note. Notice of prepayment of the Class A-3 Notes will be given by the indenture trustee in the name and at the expense of the issuing entity. See “Description of the Transfer and Servicing Agreements — Termination” in the accompanying prospectus.
     The Indenture Trustee. U.S. Bank National Association is the indenture trustee under the indenture. U.S. Bank National Association is a national banking association and its corporate trust office is located at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604. In addition, in the ordinary course of its business, the indenture trustee and its affiliates have engaged and may in the future engage in commercial banking or financial advisory transactions with Cat Financial and its affiliates. See “Description of the Transfer and Servicing Agreements — The Indenture Trustee.”
Calculation of LIBOR
     Each tranche of the Class A-2 Notes and the Class A-3 Notes issued as Floating Rate Notes, if any, will bear interest during each applicable accrual period at a rate per annum determined by the London Interbank Offer Rate for one-month U.S. dollar deposits (“LIBOR”) plus the related spread.
     The rate of interest on each tranche of the Class A-2 Notes and the Class A-3 Notes issued as Floating Rate Notes, if any, will be reset for each accrual period on the first day of the accrual period (each such date, an “Interest Reset Date”). LIBOR will be

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calculated for each accrual period on the day that is two London Business Days prior to the related Interest Reset Date (each such date, an “Interest Determination Date”). LIBOR for each accrual period will be the rate for deposits in U.S. dollars having a maturity of one month (commencing on the related Interest Reset Date) that appears on the Designated LIBOR Page as of 11:00 a.m. London time, on the applicable Interest Determination Date. Each accrual period will be the period from and including a distribution date (or, the closing date, in the case of the initial accrual period) to but excluding the next succeeding distribution date.
     With respect to an Interest Determination Date on which no rate appears on the Designated LIBOR Page, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotations for deposits in U.S. dollars for the period of one month, commencing on the second London Business Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations referred to in this paragraph are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m., in New York, New York, on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in New York, New York selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having a maturity of one-month and in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If the banks so selected by the Calculation Agent are not quoting as mentioned in this paragraph, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date.
     “London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
     “Designated LIBOR Page” means the display designated as “LIBOR01” on the Reuters Money 3000 Service or any successor service or any page as may replace the designated page on that service or any successor service that displays the London interbank rates of major banks for U.S. dollars.
     U.S. Bank National Association, will be designated as the calculation agent (the “Calculation Agent”) and, as such, will calculate the interest rates on each tranche of the Class A-2 Notes and the Class A-3 Notes issued as Floating Rate Notes, if any. All determinations of interest by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the holders of each tranche of the Class A-2 Notes and the Class A-3 Notes issued as Floating Rate Notes, if any. All percentages resulting from any calculation on the Floating Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% or .0987655)), and all dollar amounts used in or resulting from that calculation on the Floating Rate Note will be rounded to the nearest cent (with one-half cent being rounded upwards).
The Swap Counterparty
     Barclays Bank PLC is a public limited company registered in England and Wales under number 1026167. The liability of the members of Barclays Bank PLC is limited. It has its registered head office at 1 Churchill Place, London, E14 5HP. Barclays Bank PLC was incorporated on 7 August 1925 under the Colonial Bank Act 1925 and on 4 October 1971 was registered as a company limited by shares under the Companies Act 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on 1 January 1985, Barclays Bank was re-registered as a public limited company and its name was changed from “Barclays Bank International Limited” to “Barclays Bank PLC”.
     Barclays Bank PLC and its subsidiary undertakings (taken together, the “Group”) is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management services. The whole of the issued ordinary share capital of Barclays Bank PLC is beneficially owned by Barclays PLC, which is the ultimate holding company of the Group and one of the largest financial services companies in the world by market capitalisation.
     The short term unsecured obligations of Barclays Bank PLC are rated A-1+ by Standard & Poor’s, P-1 by Moody’s and F1+ by Fitch Ratings Limited and the long-term obligations of Barclays Bank PLC are rated AA by Standard & Poor’s, Aa1 by Moody’s and AA+ by Fitch Ratings Limited.

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     Based on the Group’s audited financial information for the year ended 31 December 2007, the Group had total assets of £1,227,583 million (2006: £996,503 million), total net loans and advances1 of £385,518 million (2006: £313,226 million), total deposits2 of £386,395 million (2006: £336,316 million), and total shareholders’ equity of £31,821 million (2006: £27,106 million) (including minority interests of £1,949 million (2006: £1,685 million)). The profit before tax of the Group for the year ended 31 December 2007 was £7,107 million (2006: £7,197 million) after impairment charges on loans and advances and other credit provisions of £2,795 million (2006: £2,154 million). The financial information in this paragraph is extracted from the audited Annual Report of the Group for the year ended 31 December 2007.
     None of the sponsor, the depositor, the issuing entity or Caterpillar Inc. have made any independent investigation of the information relating to Barclays Bank PLC or the Group in this subsection and do not make any representation as to the accuracy or completeness of such information.
The Swap Agreement
     On the closing date, the issuing entity will enter into an interest rate swap agreement (each, a “swap agreement”) consisting of the ISDA Master Agreement, the schedule thereto, the credit support annex thereto, if applicable, and the confirmation, with Barclays Bank PLC, as the swap counterparty (the “swap counterparty”) to hedge the floating interest rate risk on each class or tranche of Floating Rate Notes, if any. Each swap agreement will have an initial notional amount equal to the initial principal balance of the class or tranche of Floating Rate Notes to which it relates and will decrease on each distribution date by the amount of any principal payments on such class or tranche of notes. The notional amount of a swap agreement at all times that the swap agreement is in place will be equal to the outstanding principal amount of the related class or tranche of Floating Rate Notes. Based on a reasonable good faith estimate of maximum probable exposure, the “significance percentage”, as defined in Regulation AB of the Securities Act of 1933, as amended, of the swap agreement(s) is less than 10%.
     In general, under a swap agreement on each distribution date, the issuing entity will be obligated to pay the swap counterparty a per annum fixed rate payment (on a 30/360 basis) based on a fixed rate times the related notional amount of the swap agreement (which will equal the then outstanding principal amount of the related class or tranche of Floating Rate Notes) and the swap counterparty will be obligated to pay the issuing entity a per annum floating rate payment (on an actual/360 basis) based on LIBOR times the same notional amount. Payments on the swap agreement(s) (other than Swap Termination Payments) will be exchanged on a net basis and will be summed such that the net payments due under the swap agreement(s) for any distribution date will result in a single Net Swap Payment or Net Swap Receipt for such distribution date. The payment obligations of the issuing entity to the swap counterparty under a swap agreement will be secured under the indenture by the same lien in favor of the indenture trustee that will secure payments to the noteholders. A Net Swap Payment payable by the issuing entity will rank higher in priority than all payments on the Notes.
     Among other things, an event of default under a swap agreement will include:
    failure to make payments due under the swap agreement;
 
    the occurrence of certain bankruptcy events of the issuing entity or bankruptcy and insolvency events of the swap counterparty;
 
    any breach of the swap agreement or related agreements by the swap counterparty;
 
    misrepresentation by the swap counterparty; or
 
    merger by the swap counterparty without assumption of its obligations under the swap agreement.
     Among other things, a termination event under a swap agreement will include:
    illegality of the transactions contemplated by the swap agreement;
 
    any acceleration of the notes following an event of default under the Indenture and the commencement of the liquidation of the assets of the issuing entity;
 
1   Total net loans and advances include balances relating to both bank and customer accounts.
 
2   Total deposits include deposits from bank and customer accounts.

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    the servicer’s purchase of the receivables from the issuing entity in connection with the prepayment of the Class A-3 Notes, as described herein;
 
    certain amendments of the transaction documents without swap counterparty consent;
 
    failure of the swap counterparty to provide the financial information required by Regulation AB and other requested information or to post eligible collateral in order to eliminate the requirement to provide the financial information or assign the swap agreement to an eligible counterparty that is able to provide the information;
 
    certain tax events that would affect the ability of the swap counterparty to make payments without withholding taxes therefrom to the issuing entity, that occur because of a change in tax law, an action by a court or taxing authority or a merger or consolidation of the swap counterparty;
 
    as more fully described in each swap agreement, the failure of the financial institution acting as swap counterparty (or the financial institution acting as its credit support provider, if any) to maintain its credit rating at the following levels: (a) (i) where such entity has a Moody’s short-term rating, such rating is “Prime-1” and its long-term, unsecured and unsubordinated debt obligations are rated “A2” or above by Moody’s and (ii) where such entity does not have a Moody’s short-term rating, its long-term, unsecured and unsubordinated debt obligations are rated “A1” or above by Moody’s and (b) (i) where such entity has an S&P short term unsecured debt rating of “A-1” or better or (ii) if such entity does not have an S&P short term unsecured debt rating, it has a long term unsecured debt rating by S&P of “A+” or better; provided, that the failure to maintain such credit ratings may not constitute a termination event if the financial institution acting as swap counterparty (or the financial institution acting as its credit support provider, if any) maintains the following minimum credit ratings: ((a) (i) where such entity has a Moody’s short-term rating, such rating is “Prime-2” and its long-term, unsecured and unsubordinated debt obligations are rated “A3” or above by Moody’s and (ii) where such entity does not have a Moody’s short-term rating, its long-term, unsecured and unsubordinated debt obligations are rated “A3” or above by Moody’s and (b) (i) where such entity has an S&P short term unsecured debt rating of “A-2” or better or (ii) if such entity does not have an S&P short term unsecured debt rating, it has a long term unsecured debt rating by S&P of “BBB+” or better); and, among other things:
    at its own expense obtains an unconditional guarantee or similar assurance from a guarantor with the appropriate credit rating;
 
    posts collateral; and/or
 
    assigns its rights and obligations under the swap agreement to a substitute swap counterparty that satisfies the eligibility criteria set forth in the swap agreement.
     Upon the occurrence of any event of default or termination event specified in a swap agreement, the non-defaulting or non-affected party may elect to terminate the swap agreement; provided that, following the early termination of the swap agreement due to an event of default or termination event, the issuing entity shall, in accordance with the terms of such swap agreement, enter into a replacement swap agreement to the extent possible and practicable. If a swap agreement is terminated due to an event of default or a termination event under the swap agreement, a Swap Termination Payment under the swap agreement may be due to the swap counterparty by the issuing entity or may be due to the issuing entity by the swap counterparty. The amount of any Swap Termination Payment will be based on the actual cost or market quotations of the cost of entering into a similar swap transaction or such other methods as may be required under the swap agreement, in each case in accordance with the procedures set forth in the swap agreement. Any Swap Termination Payment could, if market rates or other conditions have changed materially, be substantial. Any Senior Swap Termination Payment payable by the issuing entity will be payable out of the Total Available Amount, after payment of the Servicing Fee, the administration fee and any Net Swap Payment, pro rata with the payment of interest on the notes. If a replacement swap agreement is entered into, any payments made by the replacement swap counterparty in consideration for replacing the swap counterparty will be applied to any Swap Termination Payment owed to the swap counterparty under the swap agreement to the extent not previously paid.
     In addition, the swap counterparty may, subject to written acknowledgement by each of the rating agencies that the rating of the notes will not be reduced or withdrawn, assign its obligations under a swap agreement to an entity that either has at least a credit rating as specified in the swap agreement or has furnished a guarantee, subject to approval by S&P, of its obligations under the swap agreement from a guarantor with at least equivalent credit ratings levels as specified in the swap agreement.

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     Further, before any amendment, modification or supplement is made to the indenture, sale and servicing agreement or certain other transaction documents that (i) would materially adversely affect any of the swap counterparty’s rights or obligations under such agreements or a swap agreement or (ii) modify the obligations or impair the ability of the issuing entity to fully perform any of its obligations under such agreements or a swap agreement in such a way that materially adversely affects any of the swap counterparty’s rights or obligations under such agreements or a swap agreement, the issuing entity will provide the swap counterparty with a copy of the proposed amendment, modification or supplement and will obtain the consent of the swap counterparty prior to its adoption, which consent will not be unreasonably withheld or conditioned, provided that the swap counterparty’s consent will be deemed to have been given if it does not object in writing within 10 business days of receipt of a written request for such consent.
     For purposes of this prospectus supplement, the following terms will have the following meanings:
     “Net Swap Payment” means for the swap agreement(s), the net amount owed by the issuing entity to the swap counterparty, if any, on any distribution date (including any prior unpaid Net Swap Payments and any accrued interest thereon under the applicable swap agreement), excluding Swap Termination Payments.
     “Net Swap Receipt” means for the swap agreement(s), the net amount owed by the swap counterparty to the issuing entity, if any, on any distribution date, excluding any Swap Termination Payments.
     “Senior Swap Termination Payment” means any Swap Termination Payment owed by the issuing entity to the swap counterparty under a swap agreement that is not a Subordinated Swap Termination Payment
     “Subordinated Swap Termination Payment” means any Swap Termination Payment owed by the issuing entity to the swap counterparty under a swap agreement following an “event of default” or a “termination event” under the swap agreement where the swap counterparty is the “defaulting party” or sole “affected party” (other than any such termination event as a result of “illegality” or a “tax event”), as each such term is defined in the swap agreement.
     “Swap Termination Payment” means payments due to the swap counterparty by the issuing entity or to the issuing entity by the swap counterparty under a swap agreement, including interest that may accrue thereon, due to a termination of the swap agreement due to an “event of default” or “termination event” under the swap agreement.
DESCRIPTION OF THE CERTIFICATES
     The issuing entity will issue the certificates to the depositor pursuant to the trust agreement. The certificates will not be entitled to distributions of interest.
     Distributions of principal on the certificates will be subordinate in priority of payment to interest and principal due on the notes and any amounts owed to the Swap Counterparty under any swap agreement to the extent described in this prospectus supplement. Funds on deposit in the reserve account in excess of the Specified Reserve Account Balance (after first applying such excess funds to satisfy any Net Swap Payments or Swap Termination Payments owed to the Swap Counterparty under any swap agreement) will be available to cover payments with respect to the certificates.
Residual Cash Flows
     After all payments owing to the noteholders and, if applicable, the swap counterparty have been made pursuant to the indenture and the transfer and servicing agreements, the certificateholders, to the extent described in the transfer and servicing agreement, will be entitled to retain any excess or residual cash flows generated by the Receivables Pool. The issuing entity will issue the certificates to the depositor on the closing date. Pursuant to the terms of the trust agreement, the depositor may sell the certificates, in whole but not in part. The certificateholders do not have any rights to alter the structure of the transaction described herein.
DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS
     The following, as well as other information included elsewhere in this prospectus supplement and in the accompanying prospectus, summarizes the material terms of the sale and servicing agreement, the purchase agreement, the administration agreement and the trust agreement (collectively, the “transfer and servicing agreements,” forms of which have been filed as exhibits to the Registration Statement). The following summary does not purport to be complete and is subject to, and qualified by reference to, the

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provisions of the transfer and servicing agreements. The following summary supplements the description of the general terms and provisions of the transfer and servicing agreements set forth under the heading “Description of the Transfer and Servicing Agreements” in the accompanying prospectus.
Sale and Assignment of Receivables
     Certain information with respect to the conveyances on the closing date of the receivables from Cat Financial to the depositor under the purchase agreement and from the depositor to the issuing entity under the sale and servicing agreement is set forth under “Description of the Transfer and Servicing Agreements — Sale and Assignment of Receivables” in the accompanying prospectus. Under some circumstances relating to breaches of representations and warranties, Cat Financial will be required to repurchase receivables from the issuing entity. See “Weighted Average Life of the Notes” in this prospectus supplement and “Description of the Transfer and Servicing Agreements — Sale and Assignment of Receivables” in the accompanying prospectus.
Accounts
     In addition to a collection account and a certificate distribution account, each as defined in the accompanying prospectus —
    the indenture trustee will create an administrative sub-account within the collection account for the benefit of the noteholders and certificateholders entitled the Principal Distribution Account (that sub-account, a “Principal Distribution Account”); and
 
    the issuing entity will establish and will maintain with the indenture trustee the reserve account, in the name of the indenture trustee on behalf of the noteholders and certificateholders.
Servicing and Administrative Compensation and Payment of Expenses
     On each distribution date, to the extent not retained by the servicer as described in “Net Deposits” in this prospectus supplement, Cat Financial, for acting as servicer, custodian and administrator, will be entitled to receive compensation with respect to the related collection period. Cat Financial’s compensation as (i) servicer and custodian will be an amount equal to 1/12 of 1.00% per annum (the “Servicing Fee Rate”) of the Note Value as of the first day of the related collection period (such amount, the “Servicing Fee”) and (ii) administrator will be $500 per month. The administration fee and the Servicing Fee — together with any portion of the Servicing Fee that remains unpaid from prior distribution dates — will be paid solely to the extent of the Total Distribution Amount. The administration fee, the Servicing Fee and any Net Swap Payment will be paid prior to the distribution of any portion of the Total Distribution Amount to the noteholders, and except under some circumstances, deposits into the collection account shall be made net of the Servicing Fee and the administration fee. The servicer shall also be entitled to any additional servicing compensation, and deposits into the collection account shall be made net of those amounts.
     Unless otherwise required by law or contract, payments by or on behalf of obligors on the receivables will be allocated —
    first to any overdue scheduled payments, including taxes and miscellaneous billables;
 
    second to the current scheduled payments, including taxes and miscellaneous billables; and
 
    third to late fees.

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     The following table sets forth the various fees that are payable out of payments received on the receivables, prior to payments of interest and principal to the noteholders or distributions to the certificateholders:
             
Description   Amount   Receiving Party   Priority of Payment
Servicing Fee
  1.00% per annum of the principal balance of the Note Value as of the first day of the related collection period (plus any late fees, extension fees and other administrative fees or similar charges allowed by applicable law with respect to receivables during the related collection period)   servicer   prior to distributions to noteholders
 
           
Administration Fee
  $500 per calendar month   administrator   prior to distributions to noteholders
 
           
Indenture Trustee Fees and Expenses
  all unpaid indenture trustee’s fees and expenses   indenture trustee   After distributions to noteholders, but prior to distributions to certificateholders
     Any change to the fees and expenses described in the table above will require an amendment to the sale and servicing agreement, administration agreement or indenture agreement, as applicable, and the consent of majority of noteholders unless an opinion of counsel stating that such change does not adversely affect in any material respect the interests of any noteholder is delivered to the trustee. See “Description of the Transfer and Servicing Agreements — Amendment” in the accompanying prospectus for more information.
Rights Upon Servicer Default
     In the event a Servicer Default occurs, the indenture trustee or the noteholders evidencing not less than 25% of the outstanding principal amount of the notes may remove the servicer.
Waiver of Past Defaults
     In the event a Servicer Default occurs, the noteholders evidencing more than 50% of the outstanding principal amount of the notes may, with certain specified exceptions, waive such Servicer Default.
Distributions
     Deposits to Collection Account. By the fifth business day prior to a distribution date (each, a “determination date”), the servicer will provide the indenture trustee with certain information, including the amount of aggregate collections on the receivables and the aggregate Purchase Amount of receivables required to be repurchased by the depositor or Cat Financial or required to be purchased by the servicer with respect to the related collection period for that distribution date.
     Unless the servicer has been making deposits of collections throughout the related collection period, on or before the business day preceding each distribution date the servicer will cause the Total Available Amount to be deposited into the collection account.
     The “Total Available Amount” for a distribution date shall be the sum of:
    the aggregate collections — including any Liquidation Proceeds, any Purchase Amounts paid by the depositor and the servicer and any amounts received from Caterpillar dealers with respect to receivables — received in respect of the receivables during the related collection period;
 
    any Net Swap Receipt received from the swap counterparty for such distribution date; and
 
    investment earnings on the trust accounts during the related collection period.

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     The Total Available Amount on any distribution date shall exclude all payments and proceeds — including any Liquidation Proceeds and any amounts received from Caterpillar dealers with respect to receivables — of:
    any receivables the Purchase Amount of which has been included in the Total Available Amount in a prior collection period;
 
    any Liquidated Receivable after and to the extent of the reassignment of that Liquidated Receivable by the issuing entity to the depositor; and
 
    any additional servicing compensation.
     “Liquidated Receivable” means a defaulted receivable in respect of which the financed equipment has been sold or otherwise disposed of, and “Liquidation Proceeds” means all proceeds relating to a Liquidated Receivable (including proceeds of sale of the financed equipment), net of expenses incurred by the servicer in connection with that liquidation and any amounts required by law to be remitted to the obligor on that Liquidated Receivable.
     Monthly Withdrawals from Collection Account. Prior to each distribution date, the servicer shall instruct the indenture trustee to make deposits and distributions for receipt by the servicer or administrator or for deposit in the applicable trust account on the following distribution date. Distributions of the Total Distribution Amount shall be made in the following order of priority:
     1. to the servicer, the Servicing Fee and all unpaid Servicing Fees from prior collection periods;
     2. to the administrator, the monthly administration fee in an amount equal to $500 per month, and all unpaid administration fees from prior collection periods;
     3. to the swap counterparty, any Net Swap Payment owed on such distribution date;
     4. to the noteholders and the swap counterparty, pro rata, the Noteholders’ Interest Distributable Amount and any Senior Swap Termination Payments owed to the swap counterparty under any swap agreement owed on such distribution date, respectively;
     5. to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any;
     6. to the reserve account, an amount equal to the excess of the Specified Reserve Account Balance over the amount on deposit in the reserve account on that distribution date; provided, that, on or prior to the distribution date on which the amount on deposit in the reserve account first equals the Specified Reserve Account Balance, such amount shall not exceed the Net Excess Spread for that distribution date;
     7. if any note is outstanding prior to giving effect to distributions on that distribution date to the Principal Distribution Account, the Regular Principal Distribution Amount to the Principal Distribution Account;
     8. pro rata, to the indenture trustee, all unpaid indenture trustee’s fees and expenses, and to the issuing entity, the amount of any state taxes payable by the issuing entity;
     9. to the swap counterparty, any Subordinated Swap Termination Payments, owed on such distribution date; and
     10. to the certificate distribution account, for application in the manner set forth in the trust agreement, the remaining Total Distribution Amount.
     Funds will be withdrawn from amounts on deposit in the reserve account and deposited into the collection account on any distribution date to the extent that the Total Required Payment exceeds the Total Available Amount.
     In addition, investment earnings on amounts on deposit in the reserve account will be withdrawn and deposited in the collection account.
     “APR” means, with respect to any receivable related to an installment sale contract, the annual percentage rate of interest borne by that receivable, and with respect to any receivable related to a finance lease, the Implicit Interest Rate for that lease. The APR of

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any subsidized receivable does not take into account any amounts paid to Cat Financial by Caterpillar Inc. with respect thereto at its origination.
     “Certificate Balance” equals, on the closing date, $33,387,349 and, thereafter, equals $33,387,349 reduced by all amounts allocable to principal previously distributed to holders of the certificates (based on the assumed discount rate).
     “Class A-1 Note final scheduled distribution date” means the April 2009 distribution date.
     “Class A-2 Note final scheduled distribution date” means the December 2010 distribution date.
     “Class A-3 Note final scheduled distribution date” means the April 2014 distribution date.
     “Collection period” means, with respect to each distribution date, the preceding calendar month.
     “Cumulative Realized Losses” means, with respect to any collection period, the percentage equivalent of a fraction equal to all Realized Losses during the period since the cut-off date through the end of such collection period divided by the Initial Pool Balance.
     “Discount Factor” means ___% per annum.
     “First Priority Principal Distribution Amount” means, for any distribution date, an amount equal to the excess, if any, of (i) the aggregate outstanding principal amount of the notes as of the preceding distribution date (after giving effect to any principal payments made on the notes on that preceding distribution date) over (ii) the Note Value at the end of the collection period preceding that distribution date; provided, however, that the First Priority Principal Distribution Amount shall not be less than the aggregate of (i) on and after the Class A-1 Note final scheduled distribution date, the amount that is necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero, (ii) on and after the Class A-2 Note final scheduled distribution date, the amount that is necessary to reduce the outstanding principal amount of the Class A-2 Notes to zero and (iii) on and after the Class A-3 Note final scheduled distribution date, the amount that is necessary to reduce the outstanding principal amount of the Class A-3 Notes to zero.
     “Initial Note Value” means $                    , which is the Note Value as of the cut-off date.
     “Initial Pool Balance” means $648,365,308 which is the sum of the Contract Balances of each receivable as of the cut-off date.
     “Net Excess Spread” means, for any distribution date on or prior to the distribution date on which the amount on deposit in the reserve account first equals the Specified Reserve Account Balance, the Total Available Amount reduced by (i) the Servicing Fee and all unpaid Servicing Fees from prior collection periods, (ii) the monthly administration fee and all unpaid administration fees from prior collection periods, (iii) any Net Swap Payment owed to the swap counterparty on such distribution date, (iv) any Senior Swap Termination Payments owed to the swap counterparty on such distribution date, (v) the Noteholders’ Interest Distributable Amount and (vi) the difference between (A) the Note Value at the end of the second preceding collection period, or in the case of the initial distribution date, the Initial Note Value, and (B) the Note Value at the end of the preceding collection period.
     “Note Value” means, at any time, the present value of the scheduled and unpaid payments on the receivables, discounted on a monthly basis at the Discount Factor. For purposes of calculating Note Value —
    for any delinquent receivable that has not had the equipment by which it is secured repossessed and which is not a Liquidated Receivable or a 180-Day Receivable, the amount of any delinquent payments will be assumed to be received in the next collection period and all other payments which have not yet become due will be assumed to be received as originally scheduled;
 
    for any receivable that has had the equipment by which it is secured repossessed but which has not yet become a Liquidated Receivable or a 180-Day Receivable, the outstanding Contract Balance of that receivable will be assumed to be received in the next collection period and it will be assumed that no other payments will be received on that receivable;
 
    for any Liquidated Receivable, it will be assumed that no payments will be received on that receivable; and

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    for any 180-Day Receivable, the aggregate amount of scheduled and unpaid payments of such 180-Day Receivable will be reduced by the Write Down Amount, if any, calculated during the preceding Collection Period and all remaining scheduled and unpaid payments will be assumed to be received as originally scheduled.
     “Noteholders’ Interest Carryover Shortfall” means, with respect to any distribution date, the sum of (i) the excess, if any, of (A) the sum of (1) the Noteholders’ Monthly Interest Distributable Amount for the preceding distribution date and (2) any outstanding Noteholders’ Interest Carryover Shortfall on that preceding distribution date, over (B) the amount in respect of interest that is actually distributed to the noteholders on that preceding distribution date, and (ii) interest on the amount of interest due but not paid to noteholders on the preceding distribution date, to the extent permitted by law, at the applicable interest rate borne by those notes from and including that preceding distribution date (or, in the case of the initial distribution date, from and including the closing date) to, but excluding that current distribution date.
     “Noteholders’ Interest Distributable Amount” means, with respect to any distribution date, the sum of the Noteholders’ Monthly Interest Distributable Amount for that distribution date and the Noteholders’ Interest Carryover Shortfall for that distribution date.
     “Noteholders’ Monthly Interest Distributable Amount” means, with respect to any distribution date, an amount equal to the aggregate amount of interest accrued on the notes at their respective interest rates, with respect to the Class A-1 Notes and any tranche of the Class A-2 Notes or the Class A-3 Notes issued as Floating Rate Notes, from and including the preceding distribution date (or, in the case of the initial distribution date, from and including the closing date), to but excluding such distribution date (based on a 360-day year and the actual number of days elapsed), and, with respect to any tranche of the Class A-2 Notes or the Class A-3 Notes issued as Fixed Rate Notes, from and including the 25th day of the month preceding such distribution date (or, in the case of the initial distribution date, from and including the closing date) to but excluding the 25th day of the month containing such distribution date (in each case based on a 360-day year of twelve 30-day months).
     “180-Day Receivable” means, as of the last day of any collection period, any receivable as to which (i) a scheduled payment is more than 180 days past its due date, as specified in the related retail installment sale contract or finance lease, and (ii) Cat Financial has determined its estimated value in accordance with its servicing standards. Cat Financial will be obligated to determine the estimated value of any receivable as to which a scheduled payment is more than 180 days past its due date as of the last day of a collection period during or prior to the immediately following collection period.
     “Pool Balance” means, at any time, the aggregate Contract Balance of the receivables at the end of the preceding collection period, after giving effect to all payments received from obligors on the receivables and Purchase Amounts remitted by Cat Financial, the depositor or the servicer, as the case may be, for that collection period, Liquidation Proceeds (not in excess of the Contract Balance of any Liquidated Receivable) received with respect to any Liquidated Receivable during that collection period, and all Realized Losses on Liquidated Receivables and 180-Day Receivables for that collection period.
     “Principal Distribution Amount” means, with respect to any distribution date, the sum of the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for that distribution date.
     “Realized Losses” means, for any distribution date, the sum of (i) with respect to any receivable that became a Liquidated Receivable during the related collection period, the excess, if any, of (a) the Contract Balance of such Liquidated Receivable minus the Write Down Amount for such receivable, if any, over (b) the Liquidation Proceeds for that Liquidated Receivable for that collection period to the extent allocable to principal and (ii) the Write Down Amount, if any, calculated during the related collection period, with respect to each 180-Day Receivable.
     “Regular Principal Distribution Amount” means, for any distribution date, an amount not less than zero, equal to (i) the excess, if any, of (A) the aggregate outstanding principal amount of the notes and the Certificate Balance as of the preceding distribution date (in each case, after giving effect to any principal payments made on the notes and certificates on that preceding distribution date) over (B) the Note Value at the end of the collection period preceding that distribution date, minus (ii) the First Priority Principal Distribution Amount for that distribution date.
     The “three month rolling over 60-day delinquency percentage” means, for any distribution date, the average of the over 60-day delinquency percentages for that distribution date and the two immediately preceding distribution dates.

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     The “over 60-day delinquency percentage” means, for any distribution date, the percentage equivalent of a fraction equal to the aggregate Contract Balance of all receivables for which a scheduled payment was more than 60 days past its related due date (as specified in the related retail installment sale contract or finance lease) as of the end of the preceding collection period, divided by the Pool Balance on such distribution date.
     “Total Distribution Amount” means, with respect to any distribution date, the sum of —
    the Total Available Amount for that distribution date; and
 
    the amount, if any, withdrawn from the reserve account and deposited into the Collection Account on that distribution date.
     “Total Required Payment” means, with respect to any distribution date, the sum of —
    the Servicing Fee;
 
    the Administration Fee;
 
    any Net Swap Payment;
 
    the Noteholders’ Interest Distributable Amount and any Senior Swap Termination Payments under any swap agreement; and
 
    the First Priority Principal Distribution Amount.
     “Write Down Amount” means, for any 180-Day Receivable, the excess of (i) the Contract Balance of such 180-Day Receivable as of the last day of the collection period during which a scheduled payment on such receivable became more than 180 days past its due date, as specified in the related retail installment sale contract or finance lease, over (ii) the estimated value of the receivable, as determined by Cat Financial in accordance with its servicing standards, to the extent allocable to principal in the same manner as a payment in such amount would be.
     Distributions of Principal. On each distribution date, so long as no event of default has occurred and is continuing and the maturity of the notes has not been accelerated, all amounts on deposit in the Principal Distribution Account will be paid in the following order of priority:
     1. to the Class A-1 noteholders in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full;
     2. to the Class A-2 noteholders in reduction of principal until the principal amount of the Class A-2 Notes has been paid in full;
     3. to the Class A-3 noteholders in reduction of principal until the principal amount of the Class A-3 Notes has been paid in full; and
     4. to the certificate distribution account, for application in the manner set forth in the trust agreement, any funds remaining on deposit in the Principal Distribution Account.
     Distributions After Acceleration of the Notes Following An Event of Default Under the Indenture. On each distribution date after the occurrence of an event of default under the indenture and the acceleration of the maturity of the notes, all amounts on deposit in the collection account will be paid in the following order of priority:
     1. to the indenture trustee in payment of its fees and expenses;
     2. to the swap counterparty, any Net Swap Payment;
     3. to, pro rata, (x) the Class A-1 noteholders, the Class A-2 noteholders and the Class A-3 noteholders based on the total amount of interest due and payable to the Class A-1 noteholders, the Class A-2 noteholders and the Class A-3 noteholders in payment of accrued and unpaid interest on the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes and (y) the swap counterparty, based on the total amount of the Senior Swap Termination Payments under any swap agreement payable in payment of all such Senior Swap Termination Payments;

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     4. to the Class A-1 noteholders in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full;
     5. to the Class A-2 noteholders and the Class A-3 noteholders ratably according to the amounts of principal due and payable on the Class A-2 Notes and the Class A-3 Notes, in reduction of principal until the principal amount of the Class A-2 Notes and the Class A-3 Notes has been paid in full;
     6. to the servicer and the administrator, any amounts due and owing to the servicer or the administrator, respectively;
     7. to the swap counterparty, any Subordinated Swap Termination Payments; and
     8. to the certificate distribution account for application in the manner set forth in the trust agreement, any funds remaining on deposit in the collection account.
Reserve Account
     The issuing entity will make an initial deposit in the reserve account on the closing date of $___(1.25% of the Initial Note Value) using funds provided by the depositor. The reserve account will be augmented on each distribution date by the deposit of the Total Distribution Amount remaining after —
    payment of the Servicing Fee;
 
    payment of the administration fee;
 
    payment of any Net Swap Payment;
 
    distributions of interest to the noteholders and payment of any Senior Swap Termination Payments under any swap agreement; and
 
    the deposit of the First Priority Principal Distribution Amount into the Principal Distribution Account.
     The amount so deposited in the reserve account on any distribution date will be limited to the excess of the Specified Reserve Account Balance over the amount on deposit in the reserve account, as described above under “— Distributions.” In addition, on or prior to the distribution date on which the amount on deposit in the reserve account first equals the Specified Reserve Account Balance, the amount so deposited in the reserve account on any such distribution date shall not exceed the Net Excess Spread for that distribution date.
     The “Specified Reserve Account Balance,” with respect to any distribution date, will be equal to the lesser of (i) the outstanding principal balance of the notes and (ii) 1.65% of the Initial Note Value; provided, however, that the percentage specified in clause (ii) of this definition of Specified Reserve Account Balance may be reduced as follows:
    if on the distribution date in October 2009, (i) Cumulative Realized Losses for the related collection period are less than 0.65% and (ii) the three month rolling over 60-day delinquency percentage for such distribution date is less than 5.00%, the percentage specified in clause (ii) of this definition of Specified Reserve Account Balance will be 1.325% for the October 2009 distribution date and each subsequent distribution date, subject to any further reduction in accordance with the terms of this definition;
 
    if on the distribution date in April 2010, (i) the percentage then specified in clause (ii) of this definition of Specified Reserve Account Balance is 1.65%, (ii) Cumulative Realized Losses for the related collection period are less than 1.00% and (iii) the three month rolling over 60-day delinquency percentage for such distribution date is less than 6.00%, the percentage then specified in clause (ii) of this definition of Specified Reserve Account Balance will be reduced by 0.65% for the April 2010 distribution date and each subsequent distribution date;
 
    if on the distribution date in April 2010, (i) the percentage then specified in clause (ii) of this definition of Specified Reserve Account Balance is 1.325%, (ii) Cumulative Realized Losses for the related collection period are less than 1.00% and (iii) the three month rolling over 60-day delinquency percentage for such distribution date is less than 6.00%, the percentage then specified in clause (ii) of this definition of Specified Reserve Account Balance will be reduced by 0.325% for the April 2010 distribution date and each subsequent distribution date; and

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    if on the distribution date in October 2010, (i) the percentage then specified in clause (ii) of this definition of Specified Reserve Account Balance is 1.325% or greater, (ii) Cumulative Realized Losses for the related collection period are less than 1.20% and (iii) the three month rolling over 60-day delinquency percentage for such distribution date is less than 7.00%, the percentage then specified in clause (ii) of this definition of Specified Reserve Account Balance will be reduced by 0.325% for the October 2010 distribution date and each subsequent distribution date.
In addition, the percentage specified in clause (ii) of the definition of Specified Reserve Account Balance may be higher and the potential reductions in that percentage described in the proviso to that definition may be adjusted to reflect that higher initial percentage at the time of issuance of the notes based on the final interest rates on the notes. On each distribution date, if the amount on deposit in the reserve account (after giving effect to all deposits or withdrawals therefrom on that distribution date, other than withdrawals described in this sentence) is greater than the Specified Reserve Account Balance for that distribution date, the servicer shall instruct the indenture trustee generally to distribute all of the amount of the excess to the certificate distribution account (provided, however, that such excess shall first be applied to satisfy any Net Swap Payment or Swap Termination Payments owed to the swap counterparty under the swap agreement(s) on such distribution date). Upon any distribution to the certificate distribution account of amounts from the reserve account, the noteholders and the swap counterparty will not have any rights in, or claims to, those amounts.
     Funds will be withdrawn from amounts on deposit in the reserve account and deposited into the collection account on any distribution date to the extent that (a) the Total Required Payment exceeds (b) the Total Available Amount. In addition, investment earnings on amounts on deposit in the reserve account will be withdrawn and deposited in the collection account.
     The availability of funds in the reserve account and the subordination provided by the certificates is intended to enhance the likelihood of receipt by the noteholders of the full amount of principal and interest due them and to decrease the likelihood that the noteholders will experience losses. However, because in some circumstances the reserve account could be depleted and/or the aggregate amount of Realized Losses could exceed the subordination provided by the certificates, these protections are limited. Upon notification in writing by each of S&P and Moody’s (each, a “rating agency”) that such action will not result in a reduction or withdrawal by that rating agency of the rating of any class of notes rated by that rating agency and satisfaction of certain other conditions, the depositor may eliminate the reserve account and replace it with an alternative arrangement, in which case funds on deposit in the reserve account generally would be released to the depositor or its designee and no further funds would be deposited in the reserve account.
Net Deposits
     As an administrative convenience, the servicer will be permitted to make the deposit of collections and Purchase Amounts required to be remitted by the servicer for each collection period net of distributions to be made to the servicer, including any additional servicing compensation and the Servicing Fee to the extent of amounts available for the payment thereof, for that collection period. However, if the servicer is required to remit collections daily, deposits of those amounts may only be made net of the additional servicing compensation and may not be made net of the Servicing Fee. See “Description of the Transfer and Servicing Agreements — Net Deposits” in the accompanying prospectus. The servicer, however, will account to the indenture trustee, the owner trustee, the noteholders and the certificateholders as if the Servicing Fees were distributed separately.
Reports to Noteholders
     The indenture trustee will make the servicer reports described in the accompanying prospectus under the caption “Description of the Transfer and Servicing Agreements — Reports to Noteholders” (and, at its option, any additional files containing the same information in an alternative format) available each month via the indenture trustee’s internet website, which is presently located at http://www.usbank.com/abs, presented under “Caterpillar Financial Asset Trust” as the product and “Caterpillar Financial 2008-A” as the deal. Noteholders with questions may direct them to the indenture trustee’s bondholder services group at (800) 934-6802. The indenture trustee may discontinue or change the manner in which it makes those reports available via the internet.
     For purposes of any electronic version of this prospectus supplement, the preceding uniform resource locator, or URL, is an inactive textual reference only. We have taken steps to ensure that this URL reference was inactive at the time the electronic version of this prospectus supplement was created. In addition, for so long as the issuing entity is required to file reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, the issuing entity’s annual report on Form 10-K, distribution reports on Form 10-D, current reports on Form 8-K and amendments to those reports will be made available on such website as soon

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as reasonably practicable after such materials are electronically filed with, or furnished to, the Securities and Exchange Commission. See also “Reports to Noteholders” in the accompanying prospectus for a more detailed description of the noteholder reports.
Amendment
     See “Description of the Notes — The Swap Agreement” for information regarding the swap counterparty’s rights with respect to amendments of the transfer and servicing agreements. For additional information on amendment of the transfer and servicing agreements, see “Description of the Transfer and Servicing Agreements — Amendment” in the accompanying prospectus.
The Indenture Trustee
     U.S. Bank National Association (“U.S. Bank”) will act as indenture trustee, registrar, and paying agent under the indenture (as described above.) U.S. Bank is a national banking association and a wholly-owned subsidiary of U.S. Bancorp, which is currently ranked as the sixth largest bank holding company in the United States with total assets exceeding $238 billion as of December 31, 2007. As of December 31, 2007, U.S. Bancorp served approximately 14.2 million customers, operated 2,518 branch offices in 24 states and had over 50,000 employees. A network of specialized U.S. Bancorp offices across the nation, inside and outside its 24-state footprint, provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, governments and institutions.
     U.S. Bank has one of the largest corporate trust businesses in the country with offices in 46 U.S. cities. The indenture will be administered from U.S. Bank’s corporate trust office located at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604.
     U.S. Bank has provided corporate trust services since 1924. As of December 31, 2007, U.S. Bank was acting as trustee with respect to over 85,000 issuances of securities with an aggregate outstanding principal balance of over $2.4 trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.
     The indenture trustee shall make each monthly statement available to the noteholders via the indenture trustee’s internet website at http://www.usbank.com/abs. Noteholders with questions may direct them to the indenture trustee’s bondholder services group at (800) 934-6802.
     As of December 31, 2007, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as indenture trustee, registrar and paying agent on 76 issuances of equipment lease-backed securities with an outstanding aggregate principal balance of approximately $4,071,200,000.
     Unless a servicer default under the sale and servicing agreement has occurred and is continuing, the indenture trustee will perform only such duties as are specifically assigned to it and set forth in the indenture and the transfer and servicing agreements. If a servicer default occurs and is continuing under the sale and servicing agreement, the indenture trustee is required to exercise such of the rights and powers vested in it by the sale and servicing agreement, such as either acting as the servicer or appointing a successor servicer. Subject to certain qualifications specified in the sale and servicing agreement, the indenture trustee will be liable for its own willful misfeasance, bad faith or negligence (except for errors in judgment).
     The indenture trustee’s duties and responsibilities under the indenture and the transfer and servicing agreements include receiving funds from the servicer to distribute to noteholders at the direction of the servicer, providing noteholders and applicable rating agencies with monthly servicer reports and notices of the occurrence of an event of default under the indenture, removing the servicer as a result of any servicer default, appointing a successor servicer, and effecting any optional termination of the issuing entity.
     The administrator will pay to the indenture trustee reasonable compensation for its services and reimburse the indenture trustee for all reasonable expenses incurred or made by the indenture trustee in accordance with any of the provisions of the indenture or any transfer and servicing agreement, except any such expense as may arise from the indenture trustee’s own willful misconduct, negligence or bad faith. The issuing entity will also indemnify the indenture trustee for any losses and expenses incurred without negligence or bad faith on the indenture trustee’s part arising out of the acceptance and administration of the issuing entity and the performance of its duties under the indenture.
     The indenture trustee may resign at any time, in which event the administrator, on behalf of the issuing entity, will be obligated to appoint a successor indenture trustee. The administrator, on behalf of the issuing entity, may also remove the indenture trustee if the

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indenture trustee ceases to be eligible to continue as indenture trustee under the indenture, if the indenture trustee becomes insolvent or if the indenture trustee otherwise becomes incapable of acting. Upon becoming aware of those circumstances, the administrator, on behalf of the issuing entity, will be obligated to appoint a successor indenture trustee. The indenture trustee may also be removed at any time by the holders of notes evidencing not less than a majority of the aggregate principal amount of all notes outstanding at the date of determination; provided, however, that any notes owned by the issuing entity, any other obligor upon the notes, the depositor or any affiliate of any of the foregoing persons shall be disregarded and deemed not to be outstanding. Any resignation or removal of the indenture trustee and appointment of a successor indenture trustee will not become effective until acceptance of the appointment by the successor indenture trustee.
     Any costs associated with removing and replacing the indenture trustee will be paid by the issuing entity.
     For more information regarding the indenture, the transfer and servicing agreements, the indenture trustee and its duties under the indenture and the transfer and servicing agreements, see “Description of the Notes – The Indenture” and “Description of the Transfer and Servicing Agreements” in this prospectus supplement and the accompanying prospectus.
CERTAIN LEGAL ASPECTS OF THE RECEIVABLES
Dealer Recourse Receivables
     The terms of a limited number of receivables provide that Cat Financial has recourse to the related Caterpillar dealer for all or a portion of the losses Cat Financial may incur. This right of recourse has been assigned to the depositor, the issuing entity and the indenture trustee. See “Risk Factors-Bankruptcy of Cat Financial or a dealer could result in delays in payment or losses on the notes” in the accompanying prospectus.
Cross-Collateralization
     Because Cat Financial on occasion cross-collateralizes its installment sale contracts — whether at origination or pursuant to an adjustment to that installment sale contract — with a particular obligor with other equipment of that obligor financed by Cat Financial, it is possible that:
    an item of financed equipment may secure more than one contract with that obligor, and each of those contracts may not be included in the issuing entity as a receivable; and
 
    a receivable may be secured by a first priority lien on the related financed equipment and a lien on financed equipment or related to contracts with that obligor not included in the issuing entity.
     Pursuant to the purchase agreement, Cat Financial, as holder of a junior lien on an item of financed equipment, will agree not to transfer its rights in that junior lien until:
    the related receivable has been paid in full;
 
    the related first priority lien on the financed equipment has been foreclosed upon or released; or
 
    the transferee of such junior lien agrees in writing that the lien of the issuing entity in the related financed equipment will be senior to it.
     The issuing entity shall have the right to foreclose upon all liens, junior or otherwise, that it holds with respect to any receivable, whether on the related financed equipment or on equipment the first priority lien on which has not been assigned to the issuing entity. If the issuing entity forecloses on a junior lien on any equipment in which it does not have a first priority lien, that foreclosure would be subject to the senior liens not held by the issuing entity. In addition, any junior liens held by the issuing entity may be eliminated should any more senior liens not held by the issuing entity foreclose upon the related equipment.
     Cat Financial does not maintain statistical data with respect to the portion of each retail installment sale contract secured by related financed equipment and the portion of that contract secured by the cross-collateralized liens. However, because the existence of cross-collateralized liens will not place the issuing entity in a different credit position than that of Cat Financial should Cat Financial retain the receivables, and in light of Cat Financial’s credit loss experience with respect to the U.S. ISC Portfolio, the

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depositor believes that statistical data with respect to the cross-collateralization of the receivables is not material to investors in the notes.
LEGAL INVESTMENT
     The Class A-1 Notes will be eligible securities for purchase by money market funds under paragraph (a)(9) of Rule 2a-7 under the Investment Company Act of 1940, as amended.
FEDERAL INCOME TAX CONSEQUENCES
     As set forth in the accompanying prospectus, the depositor, the issuing entity and the noteholders will agree to treat the notes as debt for United States federal income tax purposes. Further, as is also described in the accompanying prospectus, Orrick, Herrington & Sutcliffe llp (“special tax counsel”) is of the opinion that the notes will be classified as debt for those purposes. See “Federal Income Tax Consequences — Tax Characterization to Holders of the Notes” in the accompanying prospectus for additional discussion with respect to the federal income tax treatment of the notes.
ERISA CONSIDERATIONS
     The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Code impose certain requirements on employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans and entities that may be deemed to hold the assets of any such plan, account or arrangement (such as certain collective investment funds or insurance company general or separate accounts in which those plans, accounts or arrangements are invested) that are subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and/or Section 4975 of the Code (collectively, “Plans”) and on persons who are fiduciaries with respect to Plans, in connection with the investment of assets that are treated as “plan assets” of any Plan (“Plan Assets”). ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. Generally, any person who has discretionary authority or control respecting the management or disposition of Plan Assets, and any person who provides investment advice with respect to Plan Assets for a fee or other compensation, is a fiduciary with respect to those Plan Assets.
     Subject to the considerations described below, the notes are generally eligible for purchase with Plan Assets of any Plan.
Prohibited Transactions
     ERISA and Section 4975 of the Code prohibit a broad range of transactions involving Plan Assets and persons (“parties in interest” under ERISA and “disqualified persons” under Section 4975 of the Code, collectively, “Parties in Interest”) who have certain specified relationships to a Plan or its Plan Assets, unless a statutory or administrative exemption is available. Parties in Interest that participate in a prohibited transaction may be subject to a penalty imposed under ERISA and/or an excise tax imposed pursuant to Section 4975 of the Code, unless an individual, class, statutory or administrative exemption is available. These prohibited transactions are generally set forth in Section 406 of ERISA and Section 4975 of the Code.
     Each fiduciary or other Plan investor considering whether to purchase the notes with Plan Assets of any Plan should determine whether that purchase is consistent with its fiduciary duties and whether purchasing and holding the notes would constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code because any of the depositor, the servicer, the underwriters, the indenture trustee, the owner trustee, the swap counterparty, any certificateholder or any other parties may be deemed to be benefiting from the issuance of the notes and are Parties in Interest with respect to the investing Plan. In particular, the notes may not be purchased with Plan Assets of any Plan if any of the depositor, the servicer, the indenture trustee, the owner trustee, the swap counterparty, any certificateholder or any of their respective affiliates:
    has investment or administrative discretion with respect to the Plan Assets used to effect that purchase;
 
    has authority or responsibility to give, or regularly gives, investment advice with respect to those Plan Assets, for a fee and pursuant to an agreement or understanding that such advice:
    will serve as a primary basis for investment decisions with respect to those Plan Assets, and

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    will be based on the particular investment needs of that Plan; or
    is an employer maintaining or contributing to that Plan unless U.S. Department of Labor (the “DOL”) Prohibited Transaction Exemption (“PTE”) 95-60, 91-38 or 90-1 or some other exemption applies.
     Each fiduciary or other Plan investor should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code to the purchase and holding of the notes and the availability of any prohibited transaction exemption, such as the statutory exemptions under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, and PTEs 96-23 (Class Exemption for Plan Asset Transactions Determined by Certain In-House Investment Managers), 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds), 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts) and 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers). A purchaser of the notes should be aware, however, that even if the conditions specified in one or more of the above exemptions are met, the scope of the relief provided by the exemption might not cover all acts which might be construed as prohibited transactions. In addition, investors other than Plan investors should be aware that a prohibited transaction could be deemed to occur if any holder of the certificates or any of its respective affiliates is or becomes a Party in Interest with respect to any Plan that purchases and holds the notes without satisfying the conditions of eligibility for exemptive relief.
ERISA Status of Notes as Debt
     In addition, under Section 2510.3-101 of the regulations of the DOL (the “Plan Asset Regulation”), the purchase with Plan Assets of equity interests in the issuing entity could, in some circumstances, cause the receivables and other assets of the issuing entity to be deemed Plan Assets of the investing Plan which, in turn, would subject the issuing entity and its assets to the fiduciary responsibility provisions of ERISA and the prohibited transaction provisions of ERISA and Section 4975 of the Code. Nevertheless, because the notes:
    will be treated as indebtedness under local law and debt, rather than equity, for tax purposes; and
 
    should not be deemed to have any “substantial equity features,”
purchases of the notes should not be treated as equity investments and, therefore, the receivables and other assets included as assets of the issuing entity should not be deemed to be Plan Assets of the investing Plans. Those conclusions are based, in part, upon the traditional debt features of the notes, including the reasonable expectation of purchasers of notes that the notes, which are highly rated by the rating agencies, will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. Before purchasing the notes, a fiduciary or other Plan investor should itself confirm that the notes constitute indebtedness, and have no substantial equity features, for purposes of the Plan Asset Regulation. However this would not be true with respect to the notes if they were deemed to have substantial equity features or were treated as indebtedness under local law.
Plans Subject to Similar Laws
     Certain employee benefit plans, such as “governmental plans” (as defined in Section 3(32) of ERISA), certain “church plans” (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA), are not subject to the requirements of ERISA or Section 4975 of the Code, but they are subject to the terms of their governing instruments and may also be subject to provisions of federal, state, local, non-U.S. or other laws or regulations that contain provisions similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code (“Similar Laws”).
Representation
     Accordingly, the notes should not be purchased or held by any person investing the assets of any employee benefit or other retirement plan, account or arrangement, whether or not subject to ERISA, Section 4975 of the Code or any Similar Law, unless such purchase and holding will not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any applicable Similar Law. By its acceptance of a note, each purchaser and transferee of a note will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the notes constitutes assets of any employee benefit or other retirement plan, account or arrangement, whether or not it is subject to ERISA, Section 4975 of the Code or Similar Laws, or of any entity whose underlying assets are considered to include the assets of any such plan, account or arrangement; or (ii) the purchase and holding of the notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Law.

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     The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the notes on behalf of, or with the Plan Assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding of the notes. For further information see “ERISA Considerations” in the accompanying prospectus.
UNDERWRITING
     Subject to the terms and conditions set forth in an underwriting agreement (the “underwriting agreement”), the depositor has agreed to sell to the underwriters named below (the “underwriters”), and each of the underwriters has severally agreed to purchase, the principal amount of notes(1) set forth opposite its name below:
                         
    Principal     Principal     Principal  
    Amount of     Amount of     Amount of  
    Class A-1     Class A-2     Class A-3  
Underwriters   Notes     Notes     Notes  
Barclays Capital Inc.
  $       $       $    
Merrill Lynch, Pierce, Fenner & Smith Incorporated
  $       $       $    
ABN AMRO Incorporated
  $       $       $    
Banc of America Securities LLC
  $       $       $    
Citigroup Global Markets Inc.
  $       $       $    
J.P. Morgan Securities Inc.
  $       $       $    
 
                 
Total
  $       $       $    
 
                 
 
(1)   The principal amount of each class of notes is based on an assumed discount rate used to calculate the assumed initial note value. The aggregate principal amount of the notes offered hereby will be determined based on the discount rate set at the time the interest rates on the notes are determined. The final aggregate principal amount of the notes at the time of issuance will be an amount that is no more than 5% in excess of, or less than, the amounts stated herein.
     In the underwriting agreement, the underwriters have agreed, subject to the terms and conditions therein, to purchase all of the notes offered hereby if any of such notes are purchased. The depositor has been advised by the underwriters that they propose initially to offer the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes to the public at the prices set forth on the cover page of this prospectus supplement, and to certain dealers at those prices less a concession not in excess of ___% per Class A-1 Note, ___% per Class A-2 Note and ___% per Class A-3 Note. The underwriters may allow and those dealers may reallow a concession not in excess of ___% per Class A-1 Note, ___% per Class A-2 Note and ___% per Class A-3 Note to certain other dealers. After the initial public offering, those prices and concessions may be changed.
     Until the distribution of the notes is completed, rules of the Securities and Exchange Commission may limit the ability of the underwriters and certain selling group members to bid for and purchase the notes. As an exception to these rules, Barclays Capital Inc. (“Barclays”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”), on behalf of the underwriters, are permitted to engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids with respect to the notes in accordance with Regulation M under the Securities Exchange Act of 1934, as amended.
     Over-allotment transactions involve syndicate sales in excess of the offering size, which create a syndicate short position. Stabilizing transactions permit bids to purchase the notes so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit Barclays or Merrill to reclaim a selling concession from a syndicate member when the notes originally sold by that syndicate member are purchased in a syndicate covering transaction.
     Such over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the notes to be higher than they would otherwise be in the absence of those transactions. Neither the issuing entity, the depositor,

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Cat Financial, nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, neither the issuing entity, the depositor, Cat Financial, nor any of the underwriters represents that the underwriters will engage in any such transactions or that those transactions, once commenced, will not be discontinued without notice.
     The underwriting agreement provides that the depositor and Cat Financial will indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the several underwriters may be required to make in respect thereof.
     In the ordinary course of their business, the underwriters and their affiliates have engaged and may in the future engage in investment banking or commercial banking transactions with the depositor and its affiliates.
     The indenture trustee and the owner trustee, on behalf of the issuing entity, may, from time to time, invest the funds in the issuing entity accounts in eligible investments acquired from the underwriters.
LEGAL OPINIONS
     Certain legal matters relating to the notes and the certificates will be passed upon for the issuing entity, the depositor and the servicer by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, and by Richards, Layton & Finger, Wilmington, Delaware, and for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York. Certain federal income tax and other matters will be passed upon for the issuing entity and the depositor by Orrick, Herrington & Sutcliffe LLP, San Francisco, California. Certain Tennessee state tax matters will be passed upon for the issuing entity and the depositor by Boult, Cummings, Conners & Berry PLC, Nashville, Tennessee.

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INDEX OF TERMS
     Set forth below is a list of the defined terms used in this prospectus supplement and defined herein and the pages on which the definitions of these terms may be found. Certain defined terms used in this prospectus supplement are defined in the accompanying prospectus. See “Index of Terms” in the accompanying prospectus.
         
180-Day Receivable
    S-45  
APR
    S-43  
assumed discount rate
    S-10  
assumed initial note value
    S-10  
Barclays
    S-53  
Barclays Bank PLC
    S-37  
Calculation Agent
    S-37  
Certificate Balance
    S-44  
Class A-1 Note final scheduled distribution date
    S-44  
Class A-1 Note rate
    S-33  
Class A-1 Notes
    S-33  
Class A-2 Note final scheduled distribution date
    S-44  
Class A-2 Note rate
    S-34  
Class A-2 Notes
    S-34  
Class A-3 Note final scheduled distribution date
    S-44  
Class A-3 Note rate
    S-35  
Class A-3 Notes
    S-34  
Clearsteam
    I-1  
Collection period
    S-44  
Contract Balance
    S-19  
CPR
    S-29  
Cumulative Realized Losses
    S-44  
cut-off date
    S-19  
Designated LIBOR Page
    S-37  
determination date
    S-42  
Discount Factor
    S-44  
distribution date
    S-34  
DOL
    S-52  
DTC
    I-1  
ERISA
    S-51  
Euroclear
    I-1  
First Priority Principal Distribution Amount
    S-44  
Global Notes
    I-1  
Group
    S-37  
Initial Note Value
    S-44  
Initial Pool Balance
    S-44  
Interest Determination Date
    S-37  
Interest Reset Date
    S-36  
issuing entity
    S-3  
Lease Scheduled Payments
    S-19  
LIBOR
    S-36  
Liquidated Receivable
    S-43  
Liquidation Proceeds
    S-43  
London Business Day
    S-37  
Merrill
    S-53  
Net Excess Spread
    S-44  
Net Investment
    S-19  
Net Swap Payment
    S-40  
Net Swap Receipt
    S-40  
Note Value
    S-44  
Noteholders’ Interest Carryover Shortfall
    S-45  
Noteholders’ Interest Distributable Amount
    S-45  
Noteholders’ Monthly Interest Distributable Amount
    S-45  
over 60-day delinquency percentage
    S-46  
Parties in Interest
    S-51  
Plan Asset Regulation
    S-52  
Plan Assets
    S-51  
Plans
    S-51  
Pool Balance
    S-45  
pool factor
    S-33  
Principal Distribution Account
    S-41  
Principal Distribution Amount
    S-45  
PTE
    S-52  
rating agency
    S-48  
Realized Losses
    S-45  
Receivables Pool
    S-19  
Regular Principal Distribution Amount
    S-45  
Senior Swap Termination Payment
    S-40  
Servicing Fee
    S-41  
Servicing Fee Rate
    S-41  
Similar Laws
    S-52  
special tax counsel
    S-51  
Specified Reserve Account Balance
    S-47  
Static Pool Data
    S-27  
Subordinated Swap Termination Payment
    S-40  
swap agreement
    S-38  
swap counterparty
    S-38  
Swap Termination Payment
    S-40  
three month rolling over 60-day delinquency percentage
    S-45  
Total Available Amount
    S-42  
Total Distribution Amount
    S-46  
Total Required Payment
    S-46  
transfer and servicing agreements
    S-40  
U.S. Bank
    S-49  
U.S. Finance Lease Portfolio
    S-25  
U.S. ISC Portfolio
    S-25  
U.S. Portfolio
    S-25  
underwriters
    S-53  
underwriting agreement
    S-53  
Write Down Amount
    S-46  

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ANNEX I
GLOBAL CLEARANCE, SETTLEMENT AND
TAX DOCUMENTATION PROCEDURES
     Except in certain limited circumstances, the globally offered Caterpillar Financial Asset Trust 2008-A Class A-1 ___% Asset Backed Notes, Class A-2 Asset Backed Notes and Class A-3 Asset Backed Notes (collectively, the “Global Notes”) will be available only in book-entry form. Investors in the notes may hold those Global Notes through any of The Depository Trust Company (“DTC”), Clearstream Banking, société anonyme (“Clearsteam”) or Euroclear Bank S.A./N.V. (“Euroclear”). The Global Notes representing interests in notes will be tradeable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same day funds.
     Secondary market trading between investors in notes holding Global Notes through Clearsteam and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., seven calendar day settlement).
     Secondary market trading between investors holding Global Notes through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations.
     Secondary cross-market trading between Clearsteam or Euroclear and DTC participants holding notes will be effected on a delivery against payment basis through the respective depositaries of Clearsteam and Euroclear (in that capacity) and as DTC participants.
     Non-U.S. holders (as described below) of Global Notes will be subject to U.S. withholding taxes unless those holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.
Initial Settlement
     All Global Notes will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the Global Notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. As a result, Clearsteam and Euroclear will hold positions on behalf of their participants through their respective depositaries, which in turn will hold those positions in accounts as DTC participants.
     Investors in notes electing to hold their Global Notes through DTC (other than through accounts at Clearstream or Euroclear) will follow the settlement practices applicable to U.S. corporate debt obligations. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.
     Investors electing to hold their Global Notes through Clearsteam or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds in registered form. Global Notes will be credited to the securities custody accounts on the settlement date against payment for value on the settlement date.
Secondary Market Trading
     Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.
     Trading between DTC Participants. Secondary market trading between DTC participants will be settled using the procedures applicable to U.S. corporate debt obligations in same-day funds.
     Trading between Clearsteam and/or Euroclear Participants. Secondary market trading between Clearsteam participants or Euroclear participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.
     Trading between DTC seller and Clearstream customer or Euroclear purchaser. When Global Notes are to be transferred from the account of a DTC participant to the account of a Clearstream customer or a Euroclear participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream participant or Euroclear participant at least one business day before settlement. Clearstream or Euroclear, as the case may be, will instruct their respective depository to receive the Global Notes against

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payment. Payment will then be made by the respective depository to the DTC participant’s account against delivery of the Global Notes.
     After settlement has been completed, the Global Notes will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearsteam customer’s or Euroclear participant’s account. Credit for the Global Notes will appear the next day (European time) and the cash debit will be back-valued to, and the interest on the Global Notes will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Clearsteam or Euroclear cash debit will be valued instead as of the actual settlement date.
     Clearsteam customers and Euroclear participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearsteam or Euroclear. Under this approach, they may take on credit exposure to Clearsteam or Euroclear until the Global Notes are credited to their accounts one day later.
     As an alternative, if Clearsteam or Euroclear has extended a line of credit to them, Clearsteam participants or Euroclear participants can elect not to pre-position funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearsteam participants or Euroclear participants purchasing Global Notes would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Notes were credited to their accounts. However, interest on the Global Notes would accrue from the value date. Therefore, in many cases the investment income on the Global Notes earned during that one-day period may substantially reduce or offset the amount of those overdraft charges, although this result will depend on each Clearsteam customer’s or Euroclear participant’s particular cost of funds.
     Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for sending Global Notes to the respective depository for the benefit of Clearsteam customers or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC participant a cross-market transaction will settle no differently than a trade between two DTC participants.
     Trading between Clearstream or Euroclear seller and DTC purchaser. Due to time zone differences in their favor, Clearstream customers and Euroclear participants may employ their customary procedures for transactions in which Global Notes are to be transferred by the respective clearing system, through the respective depository to another DTC participant. The seller will send instructions to Clearstream or the Euroclear operator through a Clearstream participant or Euroclear participant at least one business day before settlement. In these cases, Clearstream or Euroclear will instruct their respective depository to credit the Global Notes to the DTC participant’s account against payment. The payment will then be reflected in the amount of the Clearstream customer or Euroclear participant the following day, and receipt of the cash proceeds in the Clearstream customer’s or Euroclear participant’s account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). If the Clearstream customer or Euroclear participant has a line of credit with its respective clearing system and elects to draw on such line of credit in anticipation of receipt of the sale proceeds in its account, the back-valuation may substantially reduce or offset any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream customer’s or Euroclear participant’s account would instead be valued as of the actual settlement date.
     Finally, day traders that use Clearsteam or Euroclear and that purchase Global Notes from DTC participants for delivery to Clearsteam customers or Euroclear participants should note that these trades would automatically fail on the sale side unless affirmative action was taken. At least three techniques should be readily available to eliminate this potential problem:
     (a) borrowing through Clearsteam or Euroclear for one day, until the purchase side of the day trade is reflected in their Clearsteam or Euroclear accounts, in accordance with the clearing system’s customary procedures;
     (b) borrowing the Global Notes in the U.S. from a DTC participant no later than one day prior to settlement, which would give the Global Notes sufficient time to be reflected in their Clearsteam or Euroclear account in order to settle the sale side of the trade; or
     (c) staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the Clearsteam customer or Euroclear participant.

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Certain U.S. Federal Income Tax Documentation Requirements
     A beneficial owner of Global Notes holding securities through Clearstream or Euroclear (or through DTC if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons, unless:
    each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between that beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements; and
 
    that beneficial owner takes appropriate steps to obtain an exemption or reduced tax rate.
See “Federal Income Tax Consequences” in the accompanying prospectus.

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ANNEX II
STATIC POOL DATA
Original Pool Characteristics:
                                       
Securitized Pools:     CFAT 2003-A       CFAT 2004-A    
Number of Pool Assets
              10,341                 8,749    
Aggregate Contract Balance at Cut-off:
            $ 682,740,575               $ 660,300,220    
Average Contract Balance at Cut-off:
            $ 66,023               $ 75,472    
Weighted Average Interest Rate
              6.15 %               5.71 %  
Weighted Average Original Term
            48 months               47 months  
Weighted Average Remaining Term
            37 months               41 months  
 
                                     
Distribution by Equipment Type(1):
                                     
 
    Machine(2):     99.10 %     Machine(2):     98.6 %  
 
    Lift Trucks:     0.9 %     Lift Trucks     1.4 %  
 
                                     
Distribution by New and Used Equipment(1):
                                     
 
    New:     70.4 %     New     60.7 %  
 
    Used:     29.6 %     Used     39.3 %  
 
                                     
Distribution by Industry(1):
                                     
 
    Agriculture, Fishing and Forestry:     6.9 %     Agriculture, Fishing and Forestry     6.9 %  
 
    Construction:     68.2 %     Construction     69.7 %  
 
    Manufacturing:     6.5 %     Manufacturing     7.3 %  
 
    Mining:     6.2 %     Mining     5.7 %  
 
    Transportation/Public Utilities:     1.8 %     Transportation/Public Utilities     1.6 %  
 
    Wholesale Trade:     1.5 %     Wholesale Trade     1.3 %  
 
    Other:     8.9 %     Other     7.5 %  
 
                                     
Distribution of Assets by Loan or Note Rate(1):
                                     
 
      5.01% - 5.50%     19.6 %       4.51% - 5.00%     16.2 %  
 
      5.51% - 6.00%     30.5 %       5.01% - 5.50%     32.2 %  
 
      6.01% - 6.50%     24.7 %       5.51% - 6.00%     25.0 %  
 
      6.51% - 7.00%     14.4 %       6.01% - 6.50%     15.1 %  
 
      7.01% - 7.50%     4.6 %       6.51% - 7.00%     8.1 %  
 
      7.51% - 8.00%     3.6 %       7.01% - 7.50%     1.5 %  
 
      8.01% - 8.50%     1.2 %       7.51% - 8.00%     1.2 %  
 
      8.51% - 9.00%     0.9 %       8.01% - 8.50%     0.3 %  
 
      9.01% - 9.50%     0.2 %       8.51% - 9.00%     0.3 %  
 
      9.51% - 10.00%     0.1 %       9.01% - 9.50%     0.0 %  
 
      10.01% - 10.50%     0.1 %       9.51% - 10.00%     0.0 %  
 
      10.51% - 11.00%     0.0 %       10.01% - 10.50%     0.0 %  
 
      11.01% - 11.50%     0.0 %       10.51% - 11.00%     0.0 %  
 
      11.51% - 12.00%     0.0 %                    
 
                                     
Geographic Concentration (top five states):
    California     8.8 %     California     7.6 %  
 
    Georgia     6.3 %     Georgia     6.4 %  
 
    Texas     5.7 %     Texas     5.5 %  
 
    Pennsylvania     5.0 %     Florida     5.2 %  
 
    Virginia     5.0 %     Virginia     5.0 %  

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Original Pool Characteristics:
                                       
Securitized Pools:     CFAT 2005-A       CFAT 2006-A    
Number of Pool Assets
              8,791                 10,063    
Aggregate Contract Balance at Cut-off:
            $ 860,601,737               $ 979,999,737    
Average Contract Balance at Cut-off:
            $ 97,896               $ 97,386    
Weighted Average Interest Rate
              5.97 %               7.24 %  
Weighted Average Original Term
            50 months               50 months  
Weighted Average Remaining Term
            44 months               42 months  
 
                                     
Distribution by Equipment Type(1):
                                     
 
    Machine(2):     99.4 %     Machine(2):     99.3 %  
 
    Lift Trucks     0.6 %     Lift Trucks     0.7 %  
 
                                     
Distribution by New and Used Equipment(1):
                                     
 
    New     73.4 %     New     70.2 %  
 
    Used     26.6 %     Used     29.8 %  
 
                                     
Distribution by Industry(1):
                                     
 
    Agriculture, Fishing and Forestry:     5.3 %     Agriculture, Fishing and Forestry     6.3 %  
 
    Construction:     65.4 %     Construction     68.9 %  
 
    Manufacturing:     6.2 %     Manufacturing     5.1 %  
 
    Mining:     9.9 %     Mining     7.9 %  
 
    Transportation/Public Utilities:     2.0 %     Transportation/Public Utilities     1.8 %  
 
    Wholesale Trade:     1.7 %     Wholesale Trade     0.9 %  
 
    Other:     9.6 %     Other     9.1 %  
 
                                     
Distribution of Assets by Loan or Note Rate(1):
                                     
 
      4.51% - 6.50%     80.4 %       6.01% - 6.50%     8.2 %  
 
      6.51% - 7.00%     11.8 %       6.51% - 7.00%     37.3 %  
 
      7.01% - 7.50%     5.1 %       7.01% - 7.50%     24.4 %  
 
      7.51% - 8.00%     1.5 %       7.51% - 8.00%     14.5 %  
 
      8.01% - 8.50%     0.6 %       8.01% - 8.50%     12.3 %  
 
      8.51% - 9.00%     0.3 %       8.51% - 9.00%     2.3 %  
 
      9.01% - 9.50%     0.2 %       9.01% - 9.50%     0.8 %  
 
      9.51% - 10.00%     0.0 %       9.51% - 10.00%     0.1 %  
 
      10.01% - 10.50%     0.0 %       10.01% - 10.50%     0.1 %  
 
      10.51% - 11.00%     0.0 %       10.51% - 11.00%     0.1 %  
 
    11.01% and higher     0.0 %     11.01% and higher     0.0 %  
 
                                     
Geographic Concentration (top five states):
    California     8.3 %     California     7.3 %  
 
    Georgia     6.3 %     Florida     7.3 %  
 
    Kentucky     6.3 %     Georgia     7.1 %  
 
    Texas     5.8 %     Texas     7.1 %  
 
    Virginia     5.6 %     Arizona     4.7 %  

II-2


Table of Contents

Original Pool Characteristics:
                     
Securitized Pools:     CFAT 2007-A    
Number of Pool Assets
              7,423    
Aggregate Contract Balance at Cut-off:
            $ 662,424,010    
Average Contract Balance at Cut-off:
            $ 89,239    
Weighted Average Interest Rate
              8.01 %  
Weighted Average Original Term
            49 months  
Weighted Average Remaining Term
            40 months  
 
                   
Distribution by Equipment Type(1):
                   
 
    Machine(2):     98.9 %  
 
    Lift Trucks     1.1 %  
 
                   
Distribution by New and Used Equipment(1):
                   
 
    New     64.0 %  
 
    Used     36.0 %  
 
                   
Distribution by Industry(1):
                   
 
    Agriculture, Fishing and Forestry     7.6 %  
 
    Construction     67.7 %  
 
    Manufacturing     5.8 %  
 
    Mining     8.3 %  
 
    Services     4.8 %  
 
    Transportation/Public Utilities     2.0 %  
 
    Wholesale Trade     1.4 %  
 
    Other     2.5 %  
 
                   
Distribution of Assets by Loan or Note Rate(1):
                   
 
      6.51% - 7.00%     4.0 %  
 
      7.01% - 7.50%     26.0 %  
 
      7.51% - 8.00%     30.4 %  
 
      8.01% - 8.50%     11.2 %  
 
      8.51% - 9.00%     24.8 %  
 
      9.01% - 9.50%     2.6 %  
 
      9.51% - 10.00%     0.6 %  
 
      10.01% - 10.50%     0.2 %  
 
      10.51% - 11.00%     *    
 
    11.01% and higher     0.2 %  
 
                   
Geographic Concentration (top five states):
                   
 
    Texas     7.7 %  
 
    California     7.0 %  
 
    Florida     6.9 %  
 
    Georgia     6.4 %  
 
    Alabama     5.2 %  
 
(1)   Percentages may not add to 100.0% due to rounding.
 
(2)   Includes Construction Equipment and Paving Equipment
 
(*)   Indicates a number less than 0.05% but greater than zero.

II-3


Table of Contents

Cumulative Net Losses as a Percent of Original Pool Balance
                     
    CFAT   CFAT   CFAT   CFAT   CFAT
Month   2003-A   2004-A   2005-A   2006-A   2007-A
1
  0.00%   0.00%   0.00%   0.00%   0.00%
2   0.00%   0.00%   0.00%   0.00%   0.00%
3   0.00%   0.00%   0.00%   0.00%   0.00%
4   0.00%   0.00%   0.00%   0.00%   0.00%
5   0.02%   0.04%   0.00%   0.00%   0.00%
6   0.05%   0.04%   0.03%   0.05%   0.05%
7   0.06%   0.05%   0.05%   0.19%   0.16%
8   0.11%   0.07%   0.05%   0.21%    
9   0.13%   0.09%   0.07%   0.25%    
10   0.15%   0.11%   0.09%   0.32%    
11   0.19%   0.13%   0.10%   0.35%    
12   0.22%   0.16%   0.12%   0.45%    
13   0.23%   0.18%   0.15%   0.50%    
14   0.25%   0.21%   0.18%   0.58%    
15   0.28%   0.24%   0.19%   0.62%    
16   0.33%   0.26%   0.21%   0.66%    
17   0.35%   0.28%   0.21%   0.71%    
18   0.39%   0.30%   0.22%   0.75%    
19   0.42%   0.31%   0.22%   0.84%    
20   0.44%   0.31%   0.25%   0.91%    
21   0.45%   0.33%   0.28%   0.95%    
22   0.46%   0.33%   0.31%   0.99%    
23   0.47%   0.34%   0.35%        
24   0.48%   0.36%   0.37%        
25   0.49%   0.37%   0.39%        
26   0.51%   0.37%   0.42%        
27   0.53%   0.40%   0.44%        
28   0.54%   0.41%   0.47%        
29   0.54%   0.43%   0.47%        
30   0.54%   0.43%   0.48%        
31   0.54%   0.43%   0.50%        
32   0.55%   0.44%   0.51%        
33   0.55%   0.46%   0.53%        
34   0.55%   0.46%   0.53%        
35   0.58%   0.47%   0.54%        
36       0.48%   0.55%        
37       0.50%            

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Table of Contents

Cumulative Prepayment Rate
                     
    CFAT   CFAT   CFAT   CFAT   CFAT
Month   2003-A   2004-A   2005-A   2006-A   2007-A
1   0.77%   0.32%   1.67%   9.56%   3.95%
2   7.14%   6.29%   7.23%   9.61%   8.04%
3   8.20%   9.23%   9.07%   9.79%   7.81%
4   7.04%   9.17%   7.69%   9.33%   7.72%
5   9.06%   8.78%   11.34%   9.89%   8.98%
6   9.65%   9.11%   10.55%   9.27%   10.54%
7   9.42%   9.51%   11.01%   10.00%   11.40%
8   9.92%   10.19%   10.82%   9.58%    
9   9.81%   10.14%   10.39%   9.18%    
10   9.12%   10.05%   10.40%   10.03%    
11   10.66%   10.80%   10.87%   10.37%    
12   11.39%   10.70%   11.31%   10.75%    
13   11.45%   11.10%   10.72%   11.57%    
14   12.10%   11.14%   11.11%   11.64%    
15   12.23%   11.34%   11.04%   12.14%    
16   12.33%   11.98%   11.72%   12.12%    
17   12.28%   11.96%   11.79%   12.47%    
18   12.63%   12.04%   11.60%   12.64%    
19   13.06%   11.98%   11.78%   13.68%    
20   13.54%   11.96%   11.87%   13.96%    
21   13.58%   12.30%   12.32%   14.33%    
22   13.41%   12.55%   12.25%   14.68%    
23   13.66%   13.16%   11.80%        
24   13.62%   12.76%   12.09%        
25   13.77%   12.96%   12.06%        
26   14.06%   13.01%   12.57%        
27   14.28%   12.91%   12.69%        
28   14.34%   12.91%   12.94%        
29   14.14%   12.71%   12.95%        
30   14.08%   12.98%   13.98%        
31   13.78%   12.79%   14.18%        
32   13.89%   13.11%   14.11%        
33   14.24%   12.93%   14.45%        
34   14.36%   12.61%   14.81%        
35   14.81%   12.74%   14.73%        
36       12.59%   14.87%        
37       12.71%            

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Table of Contents

31-60 Days Delinquent Payments as a Percent of Ending Pool Balance
                     
    CFAT   CFAT   CFAT   CFAT   CFAT
Month   2003-A   2004-A   2005-A   2006-A   2007-A
1   1.48%   1.66%   0.60%   0.93%   2.55%
2   2.20%   1.06%   0.81%   1.05%   2.50%
3   1.54%   1.21%   0.65%   0.73%   2.96%
4   2.10%   0.95%   1.08%   1.18%   3.53%
5   1.74%   1.38%   1.06%   1.08%   3.65%
6   1.72%   1.49%   0.96%   1.38%   4.32%
7   1.83%   1.71%   0.73%   1.52%   3.33%
8   2.04%   1.44%   1.14%   2.04%    
9   2.12%   0.98%   0.76%   2.51%    
10   1.95%   1.64%   1.68%   1.49%    
11   1.46%   1.07%   1.07%   1.40%    
12   2.46%   1.11%   0.67%   2.11%    
13   2.59%   1.13%   1.74%   1.96%    
14   1.83%   1.08%   2.09%   2.49%    
15   2.05%   1.41%   1.86%   1.79%    
16   1.65%   1.00%   1.22%   2.95%    
17   2.20%   1.93%   1.04%   2.40%    
18   2.90%   1.29%   1.35%   2.69%    
19   2.13%   1.74%   1.35%   3.41%    
20   1.83%   1.71%   1.50%   3.23%    
21   1.58%   1.41%   1.26%   4.19%    
22   2.10%   2.11%   1.75%   3.60%    
23   1.36%   1.02%   2.64%        
24   1.34%   1.94%   1.70%        
25   1.64%   1.61%   1.36%        
26   1.37%   1.93%   1.50%        
27   1.95%   1.78%   1.72%        
28   1.76%   1.72%   2.20%        
29   1.88%   1.80%   1.62%        
30   1.24%   1.35%   2.49%        
31   1.41%   1.83%   2.09%        
32   1.28%   2.11%   3.13%        
33   2.50%   2.36%   2.99%        
34   1.99%   3.07%   3.50%        
35   1.46%   1.79%   3.70%        
36       1.71%   3.47%        
37       1.39%            

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Table of Contents

61-90 Days Delinquent Payments as a Percent of Ending Pool Balance
                     
    CFAT   CFAT   CFAT   CFAT   CFAT
Month   2003-A   2004-A   2005-A   2006-A   2007-A
1   0.01%   0.05%   0.01%   0.02%   0.00%
2   0.41%   0.32%   0.23%   0.30%   0.69%
3   0.44%   0.17%   0.09%   0.32%   0.71%
4   0.33%   0.12%   0.12%   0.15%   0.69%
5   0.41%   0.23%   0.14%   0.25%   1.12%
6   0.30%   0.44%   0.22%   0.32%   1.14%
7   0.39%   0.28%   0.18%   0.47%   1.34%
8   0.30%   0.28%   0.21%   0.49%    
9   0.40%   0.32%   0.42%   0.46%    
10   0.43%   0.29%   0.22%   0.40%    
11   0.42%   0.38%   0.31%   0.36%    
12   0.36%   0.12%   0.11%   0.39%    
13   0.52%   0.29%   0.15%   0.68%    
14   0.40%   0.20%   0.30%   0.50%    
15   0.28%   0.12%   0.21%   0.61%    
16   0.50%   0.17%   0.21%   0.63%    
17   0.41%   0.32%   0.19%   0.63%    
18   0.70%   0.42%   0.34%   0.88%    
19   0.91%   0.41%   0.31%   1.04%    
20   0.40%   0.33%   0.51%   0.92%    
21   0.43%   0.20%   0.48%   0.86%    
22   0.40%   0.25%   0.46%   1.66%    
23   0.34%   0.27%   0.55%        
24   0.56%   0.24%   0.44%        
25   0.15%   0.32%   0.25%        
26   0.19%   0.12%   0.24%        
27   0.24%   0.94%   0.26%        
28   0.48%   0.31%   0.42%        
29   0.35%   0.26%   0.27%        
30   0.52%   0.41%   0.54%        
31   0.33%   0.46%   0.42%        
32   0.79%   0.41%   0.60%        
33   0.54%   0.32%   1.15%        
34   0.25%   0.93%   0.61%        
35   0.21%   0.95%   0.58%        
36       0.34%   1.30%        
37       0.50%            

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Table of Contents

91-120 Days Delinquent Payments as a Percent of Ending Pool Balance
                     
    CFAT   CFAT   CFAT   CFAT   CFAT
Month   2003-A   2004-A   2005-A   2006-A   2007-A
1   0.01%   0.01%   0.00%   0.00%   0.00%
2   0.01%   0.00%   0.00%   0.00%   0.00%
3   0.18%   0.05%   0.11%   0.19%   0.29%
4   0.34%   0.09%   0.03%   0.29%   0.41%
5   0.16%   0.09%   0.04%   0.05%   0.41%
6   0.24%   0.14%   0.07%   0.05%   0.46%
7   0.14%   0.31%   0.10%   0.13%   0.50%
8   0.33%   0.11%   0.03%   0.23%    
9   0.09%   0.15%   0.06%   0.23%    
10   0.17%   0.08%   0.24%   0.33%    
11   0.18%   0.04%   0.08%   0.12%    
12   0.18%   0.18%   0.16%   0.11%    
13   0.11%   0.03%   0.07%   0.16%    
14   0.32%   0.13%   0.02%   0.42%    
15   0.24%   0.04%   0.13%   0.38%    
16   0.13%   0.16%   0.12%   0.30%    
17   0.31%   0.08%   0.09%   0.36%    
18   0.27%   0.24%   0.03%   0.31%    
19   0.23%   0.37%   0.22%   0.42%    
20   0.25%   0.25%   0.19%   0.50%    
21   0.15%   0.21%   0.09%   0.38%    
22   0.22%   0.04%   0.23%   0.44%    
23   0.23%   0.11%   0.27%        
24   0.18%   0.10%   0.35%        
25   0.17%   0.02%   0.21%        
26   0.04%   0.20%   0.19%        
27   0.11%   0.15%   0.04%        
28   0.11%   0.27%   0.16%        
29   0.39%   0.14%   0.26%        
30   0.34%   0.04%   0.18%        
31   0.26%   0.19%   0.14%        
32   0.14%   0.05%   0.33%        
33   0.04%   0.29%   0.45%        
34   0.17%   0.17%   0.40%        
35   0.08%   0.58%   0.30%        
36       0.10%   0.54%        
37       0.29%            

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Table of Contents

121+ Days Delinquent Payments as a Percent of Ending Pool Balance
                     
    CFAT   CFAT   CFAT   CFAT   CFAT
Month   2003-A   2004-A   2005-A   2006-A   2007-A
1   0.00%   0.00%   0.00%   0.00%   0.00%
2   0.00%   0.00%   0.00%   0.00%   0.00%
3   0.02%   0.00%   0.00%   0.00%   0.00%
4   0.13%   0.04%   0.07%   0.15%   0.19%
5   0.35%   0.09%   0.08%   0.39%   0.36%
6   0.48%   0.11%   0.11%   0.44%   0.52%
7   0.49%   0.15%   0.16%   0.45%   0.78%
8   0.54%   0.53%   0.20%   0.52%    
9   0.53%   0.56%   0.22%   0.65%    
10   0.53%   0.61%   0.23%   0.76%    
11   0.60%   0.68%   0.42%   0.90%    
12   0.58%   0.42%   0.33%   0.96%    
13   0.56%   0.54%   0.40%   1.00%    
14   0.55%   0.47%   0.41%   1.01%    
15   0.64%   0.59%   0.36%   1.31%    
16   0.75%   0.64%   0.41%   1.22%    
17   0.82%   0.70%   0.50%   1.00%    
18   1.05%   0.76%   0.52%   1.21%    
19   1.37%   0.96%   0.57%   1.34%    
20   1.54%   1.19%   0.78%   1.57%    
21   1.68%   1.33%   0.97%   1.84%    
22   1.69%   1.30%   0.97%   1.91%    
23   1.90%   1.16%   0.95%        
24   1.92%   1.23%   1.10%        
25   2.04%   1.32%   1.28%        
26   1.84%   1.33%   1.39%        
27   1.58%   1.56%   1.43%        
28   1.69%   1.64%   1.37%        
29   1.86%   1.41%   1.51%        
30   2.26%   1.59%   1.78%        
31   2.67%   1.73%   1.92%        
32   3.15%   1.87%   2.08%        
33   3.22%   1.83%   2.19%        
34   3.29%   2.18%   2.64%        
35   3.35%   2.03%   2.79%        
36       2.38%   2.63%        
37       2.42%            

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Table of Contents

Total Delinquent Payments as a Percent of Ending Pool Balance
                     
    CFAT   CFAT   CFAT   CFAT   CFAT
Month   2003-A   2004-A   2005-A   2006-A   2007-A
1   1.50%   1.71%   0.61%   0.95%   2.55%
2   2.62%   1.37%   1.04%   1.36%   3.19%
3   2.19%   1.43%   0.85%   1.25%   3.96%
4   2.90%   1.20%   1.30%   1.77%   4.81%
5   2.66%   1.79%   1.32%   1.77%   5.54%
6   2.73%   2.18%   1.37%   2.19%   6.43%
7   2.85%   2.45%   1.17%   2.57%   5.94%
8   3.21%   2.35%   1.57%   3.28%    
9   3.14%   2.00%   1.46%   3.85%    
10   3.08%   2.62%   2.37%   2.97%    
11   2.66%   2.17%   1.88%   2.78%    
12   3.58%   1.82%   1.27%   3.58%    
13   3.79%   2.00%   2.36%   3.79%    
14   3.10%   1.88%   2.82%   4.42%    
15   3.21%   2.15%   2.57%   4.08%    
16   3.03%   1.97%   1.96%   5.10%    
17   3.74%   3.03%   1.81%   4.40%    
18   4.92%   2.71%   2.25%   5.09%    
19   4.65%   3.48%   2.45%   6.21%    
20   4.02%   3.48%   2.98%   6.22%    
21   3.84%   3.15%   2.80%   7.27%    
22   4.41%   3.70%   3.41%   7.60%    
23   3.82%   2.56%   4.42%        
24   4.01%   3.51%   3.59%        
25   4.00%   3.27%   3.11%        
26   3.44%   3.58%   3.32%        
27   3.87%   4.44%   3.45%        
28   4.03%   3.93%   4.15%        
29   4.48%   3.61%   3.65%        
30   4.37%   3.39%   4.99%        
31   4.68%   4.22%   4.57%        
32   5.37%   4.44%   6.13%        
33   6.29%   4.80%   6.77%        
34   5.69%   6.36%   7.16%        
35   5.11%   5.36%   7.37%        
36       4.53%   7.94%        
37       4.60%            

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PROSPECTUS
Caterpillar Financial Asset Trust
Asset Backed Notes
Caterpillar Financial Funding Corporation
Depositor
Caterpillar Financial Services Corporation
Servicer and Sponsor

Before you purchase any of these notes, be sure you understand the structure and the risks. See especially the risk factors beginning on page 8 of this prospectus and the risk factors set forth in the related prospectus supplement.
The notes will be obligations of the issuing entity only and will not be obligations of Caterpillar Inc., Caterpillar Financial Services Corporation, as servicer, sponsor or otherwise, Caterpillar Financial Funding Corporation, as depositor or otherwise, or any of their respective affiliates.
This prospectus may be used to offer and sell any of the notes only if it is accompanied by the prospectus supplement for the related issuing entity.
The issuing entities:
  may periodically issue asset backed notes in one or more classes; and
 
  will own:
    a portfolio of receivables consisting of retail installment sale contracts and/or finance leases secured by equipment;
 
    collections on those receivables;
 
    security interests in the equipment securing those receivables;
 
    funds in the accounts of the issuing entity; and
 
    any credit enhancement obtained for the issuing entity.
The notes:
  will represent nonrecourse obligations of an issuing entity and will be paid only from the assets of that issuing entity;
 
  may have one or more forms of credit enhancement; and
 
  will include one or more classes of notes.
     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus or the attached prospectus supplement. Any representation to the contrary is a criminal offense.
 
The date of this Prospectus is April 22, 2008


 

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OVERVIEW OF THE INFORMATION IN THIS PROSPECTUS
AND THE RELATED PROSPECTUS SUPPLEMENT
     This prospectus provides general information about the notes to be issued by the trusts that are the issuing entities, some of which may not apply to a particular issuing entity.
     The related prospectus supplement will describe the specific terms of the trust that is the issuing entity and the notes, including:
    the timing and amount of interest and principal payments;
 
    information about the receivables;
 
    information about credit enhancement for each offered class;
 
    credit ratings; and
 
    the method for selling the notes.
     You should rely only on information on the notes provided in this prospectus and the related prospectus supplement. We have not authorized anyone to provide you with different information.
     We have included cross-references to captions in these materials where you can find further related discussions. We have started with two introductory sections describing the issuing entity and terms in abbreviated form, followed by a more complete description of the terms. The introductory sections are:
    Summary — gives an overview of the terms which the notes may have
 
    Risk Factors — describes briefly some of the risks to investors of a purchase of the notes
     Cross references may be contained in the introductory sections which will direct you elsewhere in this prospectus or the related prospectus supplement to more detailed descriptions of a particular topic. You can also find references to key topics in the Table of Contents on the preceding page.
     You can find a listing of the pages where capitalized terms are defined under the caption “Index of Terms” beginning on page 62 in this prospectus.

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SUMMARY
     The following summary is a short description of the information contained elsewhere in this prospectus. For that reason, this summary does not contain all of the information that may be important to you. To fully understand the terms of the offering of the notes, you will need to read both this prospectus and the related prospectus supplement, each in its entirety.
The Issuing Entities
A separate issuing entity will be formed to issue each series of notes. Each issuing entity will be a Delaware statutory trust created by a trust agreement between the depositor and the owner trustee.
The Depositor
Caterpillar Financial Funding Corporation, a Nevada corporation and a wholly-owned subsidiary of Caterpillar Financial Services Corporation.
The Servicer and the Sponsor
Caterpillar Financial Services Corporation — referred to in this prospectus as Cat Financial — a Delaware corporation and a wholly-owned subsidiary of Caterpillar Inc.
The Trustees
Each prospectus supplement will specify:
  the owner trustee of the applicable issuing entity; and
 
  the indenture trustee relating to the notes.
The Notes
Each issuing entity will issue one or more classes of notes. The notes issued by each issuing entity will be governed by an indenture between the issuing entity and an indenture trustee.
Some of the notes issued by each issuing entity may not be offered to the public. Each prospectus supplement will specify the class or classes of notes that are being offered.
The minimum denominations will be specified in the related prospectus supplement.
Principal and Interest on the Notes
For each class of notes, the prospectus supplement will state:
  the principal amount;
 
  either the rate of interest or the method of determining the rate of interest. The rate of interest on the notes may be fixed, variable or adjustable, or any combination of the foregoing;
 
  the final scheduled distribution date; and
 
  any other payment terms.
Optional Prepayment
Subject to satisfaction of any further conditions specified in the related prospectus supplement, the servicer will have the option to purchase the receivables of each issuing entity on any distribution date following the last day of a collection period in which the note value of the receivables is 10% or less of the initial note value of the receivables, and, upon the purchase, the notes will be prepaid in full.
An Issuing Entity May Issue Multiple Classes of Notes With Different Characteristics
Each issuing entity may issue more than one class of notes. In these cases, the characteristics of the notes issued by the issuing entity may differ from one to another. Some of these characteristics are:
  the rate at which interest accrues, if at all;
 
  whether the interest rate is fixed, variable or adjustable, or any combination of the foregoing;
 
  timing and/or frequency of interest payments;
 
  amount of payments of interest and principal;
 
  priority of interest and principal relative to other classes;
 
  whether or not distributions of principal and interest will be delayed or not made at all upon the occurrence of specified events;

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  whether payments of principal and interest may or may not be made from designated portions of the pool of receivables; and
 
  allocations of losses on the receivables.
Strip Notes May Be Issued
An issuing entity might issue one or more classes of notes — referred to in this prospectus as strip notes —providing for distributions of interest which are disproportionately large or small in comparison to the principal distributions, including:
  distributions of interest with no or only a nominal distribution of principal; or
 
  distributions of principal with no or only a nominal distribution of interest.
Physical Securities Might Not Be Issued
The notes may be issued in physical form or in book-entry form, as described in the related prospectus supplement. If a series or class of notes is available only in book-entry form, each investor’s interest in the notes would be represented through entries on the books of a clearing agency rather than by a physical note held by the investor. That issuing entity will not issue physical notes to investors unless specific events occur which make it necessary or desirable to do so.
For a more detailed description of the events under which physical notes will be issued to investors owning notes in book-entry form, see the section of this prospectus entitled “Issuance of the Notes—Book-Entry Registration.”
The Receivables and Other Trust Property
The receivables and other property supporting the notes issued by each issuing entity will consist of retail installment sale contracts and/or finance leases secured by new and/or used equipment manufactured primarily by Caterpillar Inc. or its affiliate, Mitsubishi Caterpillar Forklift America Inc., including:
  the rights to receive payments made on the receivables on or after the cut-off date specified in the related prospectus supplement;
 
  security interests in the equipment financed by the receivables and in certain other cross-collateralized equipment;
 
  various accounts and the proceeds thereof; and
 
  any proceeds from claims on various related insurance policies.
The depositor will purchase the receivables supporting the notes issued by an issuing entity from Cat Financial and then will sell those receivables to the issuing entity on the closing date. The related prospectus supplement will specify the aggregate principal balance of any receivables initially transferred to the issuing entity.
The receivables will arise from loans and/or leases originated in connection with sales and leases of financed equipment to retail customers and will be either originated by Cat Financial or acquired from Caterpillar dealers by Cat Financial in the ordinary course of its business. The receivables sold to an issuing entity will be selected from the portfolio of installment sale contracts and finance leases owned by Cat Financial based on the criteria specified in the related purchase agreement and described in this prospectus and in the related prospectus supplement.
For a more detailed description of the receivables, including the criteria they must meet, and the other property supporting the notes, see “The Receivables Pools” in this prospectus and in the related prospectus supplement.
Other Property of the Issuing Entity
In addition to the receivables, each issuing entity will own amounts on deposit in various trust accounts, which may include:
  an account into which collections are deposited;
 
  a reserve account or other account relating to credit enhancement; and
 
  an account into which deposits are made until applied to the notes on the dates targeted for payment of principal.
Credit and Payment Enhancement
The related prospectus supplement will specify the credit enhancement, if any, for the issuing entity or

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any class of notes. Credit or payment enhancement may consist of one or more of the following:
  subordination of one or more classes of securities;
 
  cash accounts, which may include one or more reserve accounts or yield supplement accounts;
 
  “excess spread,” or interest earned on the receivables in excess of the amount required to be paid on the securities;
 
  “overcollateralization,” or collateralization greater than the principal amount of the notes;
 
  letters of credit or other credit facilities;
 
  surety bonds or insurance policies;
 
  guaranteed investment contracts; or
 
  interest rate swaps or interest rate caps.
Limitations or exclusions from coverage could apply to any form of credit enhancement. Any form of credit enhancement may be replaced with another form of credit enhancement described in this prospectus, provided that the rating agencies confirm in writing that such substitution will not result in a reduction or withdrawal of the rating of any class of notes. The related prospectus supplement will describe the credit enhancement and related limitations and exclusions for notes issued by the issuing entity.
Reserve Account
If the related prospectus supplement specifies that there will be a reserve account, the depositor or the issuing entity will initially deposit an amount, in cash or other investments, equal to the amount required to be deposited therein as specified in the related prospectus supplement.
Any reserve account will be available to cover shortfalls in the payments on the notes as described in the related prospectus supplement. The related prospectus supplement may also specify:
  a minimum balance to be maintained in the reserve account and what funds are available for deposit to reinstate that balance, and
 
  when and to whom any amount will be distributed if the balance exceeds the minimum balance.
For more information about credit enhancement, see “Description of the Transfer and Servicing Agreements—Credit and Payment Enhancement” in this prospectus.
Transfer and Servicing of the Receivables
The depositor will convey receivables to each issuing entity under a sale and servicing agreement and each issuing entity will assign its rights and benefits under the sale and servicing agreement to the indenture trustee as collateral for the notes. The servicer will agree with the issuing entity to be responsible for servicing, managing and making collections on the receivables.
For more information about the sale and servicing of the receivables, see “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “—Servicing Procedures” in this prospectus.
Servicing Compensation
Each issuing entity will pay the servicer a fee based on the outstanding balance of the receivables for providing servicing of the receivables. The amount of the fee will be specified in the related prospectus supplement. The servicer will also be entitled to retain as supplemental servicing compensation or as required by applicable law or otherwise:
  late fees;
 
  extension fees; and
 
  other administrative fees or similar charges in respect of the receivables.
Repurchase May Be Required for Modified Receivables
Consistent with its normal servicing procedures, the servicer may extend or modify the payment schedule of a receivable. However, some of these arrangements may obligate the servicer to repurchase the receivable.
For a discussion of the servicer’s repurchase obligations, see “Description of the Transfer and

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Servicing Agreements—Servicing Procedures” in this prospectus.
Repurchase May Be Required for Breaches of Representations, Warranties or Covenants
Cat Financial will make representations and warranties relating to the receivables when it sells them to the depositor in the related purchase agreement. The depositor will make similar representations and warranties when it sells the receivables to the issuing entity in the related sale and servicing agreement. In addition, Cat Financial, in its capacity as servicer, will make certain covenants relating to the servicing of the receivables as set forth in the related sale and servicing agreement.
  Cat Financial will be required to repurchase a receivable from the depositor or the issuing entity if (1) one of Cat Financial’s representations or warranties is breached with respect to that receivable and (2) the receivable is materially and adversely affected by the breach. The depositor will assign its rights against Cat Financial under the related purchase agreement to the issuing entity.
  Cat Financial will also be required to repurchase a receivable from the issuing entity if (1) a covenant of Cat Financial as servicer is breached with respect to that receivable and (2) the receivable is materially and adversely affected by the breach.
  The depositor will be required to repurchase a receivable from the issuing entity if (1) one of the depositor’s representations and warranties is breached with respect to that receivable and (2) the receivable is materially and adversely affected by the breach.
For a discussion of the representations and warranties given by Cat Financial and its related repurchase obligations, see “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” in this prospectus.
Administration of the Issuing Entities
Cat Financial will be the administrator of the issuing entities. Each issuing entity will pay the administrator an administration fee in the amount specified in the related prospectus supplement.
The Issuing Entity’s Security Interest in the Receivables and the Equipment Securing the Receivables
Cat Financial will assign to the depositor its ownership interest in the receivables and its security interest in the financed equipment and certain other cross-collateralized equipment securing the receivables, and the depositor will in turn assign those receivables and security interests to the issuing entity.
For more information about each issuing entity’s security interest in the financed equipment and other cross-collateralized equipment securing the receivables, see “Certain Legal Aspects of the Receivables—Security Interest in the Equipment” in this prospectus.
Tax Status
Upon the issuance of notes by an issuing entity:
  To the extent specified in the related prospectus supplement, Orrick, Herrington & Sutcliffe llp will deliver an opinion that the notes will be classified as debt;
  Orrick, Herrington & Sutcliffe llp will deliver an opinion that for federal income tax purposes the issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation; and
  Boult, Cummings, Conners & Berry PLC, special Tennessee tax counsel, will deliver an opinion that the issuing entity should not be subject to taxation in Tennessee.
See “Summary of Terms of the Notes—Tax Status” and “Federal Income Tax Consequences” in the related prospectus supplement and “Federal Income Tax Consequences” and “Certain State Tax Considerations” in this prospectus.
ERISA Considerations
Administrators of employee benefit plans should review the matters discussed under “ERISA Considerations” in this prospectus and in the related prospectus supplement.

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RISK FACTORS
     You should consider the following risk factors in deciding whether to purchase any of the notes.
     
Subordination may cause some classes of notes to bear additional credit risk
  The rights of the holders of any class of notes to receive payments of interest and principal may be subordinated to one or more other classes of notes. Holders of subordinated classes of notes will bear more credit risk than the more senior classes. Subordination may take the following forms:
    interest payments on any date on which interest is due will first be allocated to the more senior classes;
 
    principal payments on the subordinated classes might not begin until principal of the more senior classes is repaid in full;
 
    subordinated classes bear the first risk of losses; and
 
    if the indenture trustee had to sell receivables, the net proceeds of that sale may be allocated first to pay principal and interest on the more senior classes.
      The timing and priority of payment, seniority, allocations of losses and method of determining payments on the respective classes of notes of any issuing entity will be described in the related prospectus supplement.
     
The notes may suffer losses because the source of funds for payment on the notes is limited to the assets of the issuing entity
  Each issuing entity will have receivables as assets and, to the extent specified in the related prospectus supplement, various trust accounts and any credit enhancement.

None of the depositor, Cat Financial or any of their affiliates is obligated to make any payments relating to the notes of an issuing entity or the receivables owned by an issuing entity. Therefore, you may seek payment of your notes only from the assets of the issuing entity. If these assets are insufficient, you may suffer losses on your notes. There are, however, two exceptions:
    first, Cat Financial and the depositor will make certain representations and warranties regarding the characteristics of the receivables and may have to repurchase one or more receivables if any of these representations and warranties are breached and such receivables are materially and adversely affected by such breach; and
 
    second, the servicer may have to repurchase one or more receivables if it breaches certain of its servicing obligations with respect to such receivables.
      The failure of Cat Financial, the depositor or the servicer to repurchase a receivable if it breaches a representation or warranty with respect to that receivable or its servicing obligations with respect to that receivable, as applicable, would reduce the funds available for payment on the notes.
 
      Amounts on deposit in any reserve account will be limited and subject to depletion. The amount required to be on deposit in any reserve account will be limited in amount, as stated in the related prospectus supplement. Unless an issuing entity has another form of credit enhancement, after the amounts in the reserve account are depleted, the issuing entity will depend solely on collections on the receivables to make payments on the notes. The balance in any reserve account will decrease as amounts are paid out to cover shortfalls in distributions of

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      principal and interest on the notes.
 
      You may suffer losses upon a liquidation of the receivables if proceeds of the liquidation are less than the amounts due on the outstanding notes. If the receivables of any issuing entity are liquidated, the related noteholders may suffer losses if the receivables are sold for less than the total amount due on the notes. If any event of default occurs under the related indenture, the related indenture trustee may sell the receivables owned by the related issuing entity, subject to the conditions set forth in “Description of the Notes—The Indenture—Events of Default; Rights Upon Events of Default” in this prospectus. The market value of the receivables may be less than the aggregate principal amount of the outstanding notes. Therefore, upon an event of default with respect to the notes of any issuing entity, there can be no assurance that sufficient funds will be available to repay the related noteholders in full.
     
You may have to reinvest your principal at a lower rate of return because of earlier than anticipated repayment of principal on the notes
  If the principal on your notes is repaid sooner than you anticipate, you may not be able to reinvest the principal repaid to you at a rate of return that is equal to or greater than the rate of return on your notes.

Potential early payment of notes due to prepayment of receivables. All of the receivables relating to installment sale contracts will be prepayable at any time. Although the receivables relating to finance leases are generally not prepayable by their terms, obligors generally may discharge their obligations under a finance lease upon payment of the aggregate remaining lease scheduled payments due (which amount would include an implicit interest amount). “Prepayments” may include:
    voluntary prepayments;
 
    liquidations due to defaults;
 
    repurchases of receivables by Cat Financial or the depositor due to breaches of representations and warranties related to those receivables;
 
    receipts of proceeds from insurance policies; and
 
    receivables purchased for administrative reasons.
      A variety of economic, financial, climatic and other factors will influence the rate of prepayments on the receivables. The rate of prepayments on the receivables may also be influenced by programs offered from time to time by providers of financing, including Cat Financial, that solicit or make available credit that may be used to prepay receivables. Faster than expected prepayments on the receivables will require the issuing entity to make payments on the notes earlier than expected.
     
The notes may suffer losses if other liens or interests have priority over the lien of the indenture
  Cat Financial will represent, warrant and covenant that the depositor has a first priority perfected ownership interest in the receivables. The depositor will represent, warrant and covenant that the issuing entity has a first priority perfected ownership or security interest in the receivables. The issuing entity will represent, warrant and covenant that the indenture trustee has a first priority security interest in the receivables. If any of these representations, warranties or covenants is breached, then other liens may have priority over the lien of the indenture trustee on the receivables, and delays or reductions in payments on the notes may result.
 
   
 
  Uniform Commercial Code financing statements will be filed to perfect each of

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  these transfers. Cat Financial will indicate on its computer records that the receivables have been sold to the depositor, transferred by the depositor to the issuing entity and transferred by the issuing entity to the indenture trustee, but the physical receivables files and the installment sale contracts or finance leases will not be stamped or otherwise marked to reflect the various transfers. The Indenture Trustee will not physically possess the receivables files. Instead, Cat Financial will act as custodian and will have possession of the receivables files. The depositor and its employees may have access to the related receivables files. As a result, if a third party (other than Cat Financial) were to obtain physical possession of the receivables files without actual knowledge of the prior transfers to the depositor, the issuing entity and the indenture trustee, the indenture trustee’s interest in the receivables could be defeated, thereby likely resulting in delays or reductions in payments on the notes. Similarly, if there is more than one original of any receivable, and a third party (other than Cat Financial) were to obtain physical possession of the duplicate original without actual knowledge of the prior transfers to the depositor, the issuing entity and the indenture trustee, the indenture trustee’s interest in the related receivables could be defeated, thereby possibly resulting in delays or reductions in payments on the notes.
 
   
 
  Cat Financial will represent, warrant and covenant that Cat Financial has a first priority perfected security interest in the financed equipment relating to each receivable. If this is not true with respect to a particular piece of financed equipment, then the right of Cat Financial — and therefore the depositor, the issuing entity, and the indenture trustee — to enforce that security interest to obtain payment on the related receivable may be impaired, and there may be delays or reductions in payments on the notes. In addition, Cat Financial will not file assignments of the financing statements that perfect the security interests in the financed equipment. As a consequence, Cat Financial acting by itself has the ability to release, terminate, or otherwise impair the security interest in an item of financed equipment; should this occur, it could result in delays or reductions in payments on the notes.
 
   
 
  As servicer, Cat Financial will be permitted to commingle collections on the receivables with its own funds for the periods of time specified in the transfer and servicing agreements. See “Description of the Transfer and Servicing Agreements—Payments on Receivables” in this prospectus. The depositor, the issuing entity, the indenture trustee, and the holders of the notes may not have a perfected interest in collections on the receivables in the possession of Cat Financial as servicer, and thus if Cat Financial is unable or fails to perform its obligation to turn over collections to the indenture trustee, payments on the notes could be delayed or reduced.
 
   
Bankruptcy of Cat Financial or a dealer could result in delays in payment or losses on the notes
  A bankruptcy of Cat Financial could result in delays or reductions in payments on the notes. Cat Financial will represent and warrant that the transfer of each receivable to the depositor is a sale. If Cat Financial were to become a debtor in a bankruptcy case, and a party in interest (including Cat Financial itself) were to take the position that the transfer of the receivables to the depositor should be recharacterized as the grant of a security interest in such receivables to secure a borrowing of Cat Financial, delays in payments on the notes could result. If a court were to adopt such position, then delays or reductions in payments on the notes could result.
 
   
 
  Cat Financial and the depositor have taken steps to minimize the risk that in the event Cat Financial were to become the debtor in a bankruptcy case, a court would order that the depositor’s assets and liabilities be substantively consolidated with those of Cat Financial. The depositor is a separate corporation. The depositor’s

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  organizational documents provide that it shall not commence a voluntary bankruptcy case without the unanimous affirmative vote of all of the depositor’s directors, although this provision may not be enforceable. If Cat Financial were to become a debtor in a bankruptcy case, and a party in interest (including Cat Financial itself) were to take the position that the depositor’s assets and liabilities should be consolidated with those of Cat Financial, delays in payments on the notes could result. If the court ordered that the depositor’s assets and liabilities be consolidated with those of Cat Financial, there could be delays or reductions in payments on the notes.
 
   
 
  Should Cat Financial go into bankruptcy, there could be other adverse effects on the holders of the notes that could result in delays or reductions in payments on the notes. These adverse effects could include, but may not be limited to, one or more of the following. Unless approval of the bankruptcy court is obtained, the automatic stay provisions of the Bankruptcy Code would prevent any action by the depositor, the issuing entity, the indenture trustee, or the holders of the notes to enforce any obligations of Cat Financial under the purchase agreement or any other transfer and servicing document or to collect any amount owing by Cat Financial under the purchase agreement or any other transfer and servicing agreement. In addition, with the authorization of the bankruptcy court, Cat Financial may be able to repudiate the purchase agreement or any of the other transfer and servicing documents to which it is a party. A repudiation of such an agreement would excuse Cat Financial from performing any of its obligations (including payment and repurchase obligations) under the agreement and any of the rights of the depositor or the issuing entity under the agreement that have been assigned to the indenture trustee may be limited or eliminated. Such a repudiation could also excuse the other parties to the agreement from performing any of their obligations.
 
   
 
  Cat Financial will be both the servicer and the custodian of the receivables and the administrator of the depositor and the issuing entity. As servicer, Cat Financial will be permitted to commingle collections on the receivables with its own funds for the periods of time specified in the transfer and servicing agreements. See “Description of the Transfer and Servicing Agreements—Payments on Receivables” in this prospectus. In the event of a bankruptcy of Cat Financial, the depositor, the issuing entity, the indenture trustee, and the holders of the notes may not have a perfected interest in any collections on receivables that are in Cat Financial’s possession at the time of the commencement of the bankruptcy case. Cat Financial may not be required to turn over to the issuing entity or the indenture trustee any collections on receivables that are in its possession at the time it goes into bankruptcy.
 
   
 
  To the extent that Cat Financial has commingled collections of receivables with its own funds, the holders of the notes may be required to return to Cat Financial as preferential transfers all payments received on the notes during the one year prior to the bankruptcy.
 
   
 
  If Cat Financial is in bankruptcy, it may stop performing its functions as servicer, custodian, or administrator, and it may be difficult to find a third party to act as successor servicer, custodian, or administrator. Alternatively, Cat Financial may take the position that unless the amount of its compensation is increased or the terms of its obligations are otherwise altered, it will stop performing its functions as servicer, custodian, or administrator. If it would be difficult to find a third party to act as successor servicer, custodian, or administrator, the indenture trustee, as a practical matter, may have no choice but to agree to the demands of Cat Financial. Cat Financial may also have the power, with the approval of the

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  bankruptcy court, to assign its rights and obligations as servicer, custodian, or administrator to a third party without the consent, and even over the objection, of the depositor, the issuing entity, the indenture trustee, or the holders of the notes and without complying with the requirements of the applicable documents.
 
   
 
  The automatic stay provisions of the Bankruptcy Code would prevent (unless approval of the bankruptcy court was obtained) any action by the depositor, the issuing entity, the indenture trustee, or the holders of the notes to enforce any obligations of Cat Financial as servicer, custodian, or administrator under the applicable documents or to collect any amount owing by Cat Financial as servicer, custodian, or administrator under the applicable documents.
 
   
 
  If Cat Financial is in bankruptcy, then, despite the terms of the documents, the depositor, the issuing entity, the indenture trustee, and the holders of the notes may be prohibited from terminating Cat Financial as servicer, custodian, or administrator and appointing a successor servicer, custodian, or administrator.
 
   
 
  The occurrence of any of these events could result in delays or reductions in payments to the holders of the notes. There may also be other possible effects of a bankruptcy of Cat Financial that could result in delays or reductions in payments to the holders of the notes. Regardless of any specific adverse determinations in a bankruptcy case of Cat Financial, the fact that such a case has been commenced could have an adverse effect on the liquidity and market value of the receivables and the notes.
 
   
 
  Cat Financial will acquire a number of the receivables from Caterpillar dealers. In addition, if provided for in the related prospectus supplement, certain of such transfers will provide that Cat Financial has recourse to the related Caterpillar dealer for all or a portion of the losses Cat Financial may incur if receivables transferred by such dealer are not paid in full. While Cat Financial intends for all transfers of receivables to it by dealers to be sales, if a Caterpillar dealer were to become a debtor in a bankruptcy case, and a party in interest (including the dealer itself) were to take the position that the dealer’s transfer of receivables to Cat Financial should be recharacterized as the grant of a security interest in such receivables to secure a borrowing of the dealer, delays in payments on the notes could result. If a court were to adopt such position, then delays or reductions in payments on the notes could result.
 
   
Delays in collecting payments or making distributions on the notes could occur if Cat Financial ceases to be the servicer
  If Cat Financial were to cease acting as servicer, the processing of payments on the receivables and information relating to collections could delay payments to noteholders. Cat Financial can be removed as servicer if it defaults on its servicing obligations, as described in this prospectus under the caption “Description of the Transfer and Servicing Agreement—Rights Upon Servicer Default” in this prospectus.

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Funds available for payment on the notes may be reduced if the terms of the finance leases are interpreted under Article 2A of the Uniform Commercial Code in a way that limits the enforceability of the lease terms against the lessees or provides the lessees with additional remedies if they are in default on their obligations under those leases
  Most states have adopted Article 2A of the Uniform Commercial Code regarding leases. Although there is limited precedent interpreting Article 2A, Article 2A may, among other things:

          limit enforceability of any “unconscionable” finance lease or “unconscionable” provisions in a            finance lease;

          provide a lessee with remedies, including the right to cancel the lease contract, for certain lessor             breaches or defaults; or

          add to or modify the terms of “consumer leases” and leases where the lessee is a “merchant lessee.”
 
  Cat Financial will represent and warrant with respect to each finance lease conveyed to an issuing entity that:
 
   
 
            to the best of its knowledge, the related lessee has accepted the related financed equipment leased to it and, after a reasonable opportunity to inspect and test, has not notified Cat Financial of any defects in that financed equipment.
 
   
 
  Regardless of whether Cat Financial breaches any representation or warranty regarding a finance lease conveyed to an issuing entity, if the terms of that finance lease are interpreted under Article 2A of the Uniform Commercial Code in a way that limits the enforceability of the lease terms against the lessee or provides the lessee with additional remedies in the event of a default, the issuing entity may not receive all payments owed to it under the terms of that lease. Any such payment shortfalls would reduce the funds available for payment on the notes.
 
   
The principal on your notes may be repaid sooner than you anticipate or the funds available for payment on your notes may be reduced if the receivables were not originated in accordance with applicable federal and state consumer protection laws
  Federal and state consumer protection laws impose requirements upon creditors in connection with extensions of credit and enforcement of collections on retail installment sale contracts and finance leases. Some of these laws make an assignee of such a contract — such as the issuing entity — liable to the obligor on that contract for any violation.

Cat Financial will be obligated to repurchase receivables that are not originated in compliance with applicable federal and state consumer protection laws or are not in compliance with those laws at the time they are sold by Cat Financial to the depositor. If Cat Financial repurches any such receivables, principal on your notes may be repaid sooner than you anticipate. If Cat Financial fails to repurchase any such receivables, the funds available for payment on your notes may be reduced.

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If book-entry registration is used, you will be able to exercise your rights as a noteholder only through the clearing agency
  If the related prospectus supplement specifies that noteholders of the issuing entity will hold their interests through a clearing agency or one of its participating organizations, the notes will be registered in the name of a nominee of the clearing agency and physical certificates will not be issued to individual noteholders. These noteholders will not be recognized directly by the indenture trustee and must exercise all of their rights and receive any payments through the clearing agency or the participating organization unless physical certificates are issued. Physical certificates will only be issued in the limited circumstances described under “Issuance of the Notes—Book-Entry Registration” in this prospectus. The clearing agency in the U.S. is expected to be DTC and in Europe either Clearstream or Euroclear.
 
   
Factors affecting Cat Financial’s information management systems may increase the risk of loss on your investment
  The success of your investment depends upon the ability of the servicer, Cat Financial, to store, retrieve, process and manage substantial amounts of information. If the servicer experiences any interruptions or loss in its information processing or storage capabilities, its business, financial conditions, results of operations and ultimately your notes may suffer.
 
   
The notes are not suitable investments for all investors
  The notes are complex investments that are not a suitable investment for all investors. The notes should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, the tax consequences of an investment and the interaction of these factors.
 
   
The return on the notes could be reduced by shortfalls due to military action and/or natural disasters
  The effect of any current or future military action by or against the United States, as well as any future terrorist attacks, on the performance of the receivables is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the receivables.

The effect of natural disasters on the performance of the receivables is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the receivables.
 
   
If the swap counterparty is a bank, then in the event of receivership, conservatorship, or insolvency of the swap counterparty, subordinated swap termination payments may be treated as senior swap termination payments, thereby resulting in delays or reductions in payments on the notes.
  If the related prospectus supplement specifies that the issuing entity will enter into an interest rate swap agreement, the related indenture and transfer and servicing agreements will provide that payments of subordinated swap termination payments (as described in the related prospectus supplement) to the swap counterparty are subordinated to distributions to holders of the notes. However, these provisions may not be enforceable if the swap counterparty is a bank and the swap counterparty becomes the subject of receivership, conservatorship, or other insolvency proceedings. Instead, under such circumstances, subordinated swap termination payments may be required to be treated as senior swap termination payments (as described in the related prospectus supplement), thereby resulting in delays or reductions in the funds available for payment on the notes.

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THE ISSUING ENTITIES
General
     With respect to each series of notes, the depositor will establish a separate trust (the "trust” or the “issuing entity”) for the transactions described in this prospectus and in the related prospectus supplement. Each issuing entity will be established as a Delaware statutory trust formed under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. and will have a fiscal year ending each year on December 31. After its formation, each issuing entity will not engage in any activity other than:
    acquiring, holding and managing the receivables and the other assets of that issuing entity and proceeds from those assets;
 
    issuing and making payments on the related notes;
 
    issuing and making payments on the related certificates representing fractional undivided beneficial equity interests in that issuing entity; and
 
    engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are connected with those activities.
On the related closing date, simultaneously with the issuance of the notes and the certificates of a given series, the depositor will transfer the receivables (as defined herein), including the related security interests in the financed equipment, to the related issuing entity in exchange for the notes and certificates of such series.
     The servicer will continue to service the receivables held by each issuing entity and will receive fees for those services. See “Description of the Transfer and Servicing Agreements—Servicing and Administrative Compensation and Payment of Expenses” in this prospectus and in the related prospectus supplement.
     To facilitate servicing and to minimize administrative burden and expense, the servicer will have possession of the related receivables files as custodian on behalf of that issuing entity and the related indenture trustee. The depositor and its employees may have access to the related receivables files.
The Owner Trustee
     The owner trustee for each issuing entity will be specified in the related prospectus supplement. An owner trustee’s liability in connection with the issuance and sale of the notes of the related series will be limited solely to the express obligations of that owner trustee set forth in the related trust agreement and the related sale and servicing agreement.
     An owner trustee may resign at any time, in which event the administrator will be obligated to appoint a successor owner trustee. The administrator of an issuing entity may also remove the owner trustee if the owner trustee ceases to be eligible to continue as owner trustee under the related trust agreement. In such circumstances, the administrator will be obligated to appoint a successor owner trustee. Any resignation or removal of an owner trustee and appointment of a successor owner trustee will not become effective until acceptance of the appointment by the successor owner trustee.
     The corporate trust office of the owner trustee will be specified in the related prospectus supplement.
THE TRUST PROPERTY
     The notes of any series will be collateralized by the assets of the related issuing entity (the “trust property”) and each certificate will represent a fractional undivided beneficial equity interest in that issuing entity. The trust property of any issuing entity will include:

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    the receivables transferred to that issuing entity;
 
    all monies (including accrued interest) due or received under the receivables on or after the applicable cut-off date;
 
    amounts as from time to time may be held in one or more accounts established and maintained by the servicer pursuant to the related sale and servicing agreement, as described below and in the related prospectus supplement;
 
    security interests in the financed equipment and in certain other cross-collateralized equipment;
 
    the rights to proceeds from claims on physical damage, credit life, liability and disability insurance policies, if any, covering the financed equipment or obligors, as the case may be;
 
    the proceeds of any repossessed financed equipment;
 
    the rights of the depositor under the related purchase agreement;
 
    the interest of the depositor in any proceeds from recourse to Caterpillar dealers with respect to receivables;
 
    any credit or payment enhancement specified in the related prospectus supplement;
 
    the interest earned on short-term investments made by the issuing entity; and
 
    any proceeds of the foregoing.
     The receivables will either be originated by Caterpillar dealers and purchased by Cat Financial pursuant to agreements with those dealers (“Dealer Agreements”) or originated directly by Cat Financial in connection with retail sales by those dealers. Subject to the provisions of the related sale and servicing agreement, the receivables will continue to be serviced by the servicer. If so specified in the related prospectus supplement, the related reserve account, if any, and any other trust accounts, shall be maintained in the name of the indenture trustee on behalf of the noteholders of the related series.
THE RECEIVABLES POOLS
     Underwriting Criteria for Receivables. The receivables of any issuing entity will either be purchased by Cat Financial from the Caterpillar dealers that originated the receivables in the ordinary course of business in connection with retail sales by the dealers or originated by Cat Financial in the ordinary course of its business. Cat Financial purchases or originates contracts in accordance with its credit standards which are generally based upon:
    the obligor’s ability to repay the obligation;
 
    the obligor’s credit history; and
 
    the equity position, if any, with respect to the related financed equipment, as described below.
     Selection Criteria for Receivables. The receivables to be transferred to each issuing entity will be selected from the U.S. Portfolio (as defined herein) of installment sale contracts and/or finance leases meeting several criteria. As of the applicable cut-off date and except as described under “Certain Legal Aspects of the Receivables” in this prospectus, each receivable must meet the following criteria:
    will be secured by a first priority perfected security interest in the related financed equipment;

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    will have related financed equipment located in the United States;
 
    will have been originated in the United States;
 
    will have an obligor that has a United States billing address;
 
    in the case of an installment sale contract, will provide for scheduled payments that fully amortize the amount financed over its original term to maturity;
 
    will not be more than 31 days past due; and
 
    will satisfy any other criteria set forth in the related prospectus supplement.
As of the applicable cut-off date, no obligor on any receivable will be noted on the records of the servicer as being in default under the related installment sale contract or finance lease or as being the subject of a bankruptcy proceeding. No selection procedures believed by the depositor to be adverse to the noteholders of any series will be used in selecting the receivables.
     Composition of the Receivables Pools. Information with respect to each pool of receivables will be set forth in the related prospectus supplement, including, to the extent appropriate:
    the composition of the receivables;
 
    the distribution by annual percentage rate — or “APR” — as that term is defined in the related prospectus supplement;
 
    type of equipment;
 
    principal balance of the receivables and the geographic location of each obligor of the receivables; and
 
    percentages of:
    new and used equipment;
 
    industry application; and
 
    payment frequency.
See “The Receivables Pool” in the related prospectus supplement.
The Retail Equipment Financing Business
     General. Cat Financial originates installment sale contracts and finance leases (collectively, “receivables”) with users of Caterpillar products and also purchases installment sale contracts from Caterpillar dealers. Cat Financial finances both new and used equipment, with used equipment financings generally having shorter terms and higher interest rates. References in this prospectus to the financing of equipment, unless otherwise specified, shall also include the leasing of equipment pursuant to finance leases. The construction equipment financed by Cat Financial is used for the building of housing, industrial buildings and warehouses, as well as for the construction of highways, bridges, water and sewer systems and other heavy applications. In the mining industry, Cat Financial finances equipment used to mine coal, metals, non-metals and oil and gas. Cat Financial also finances engines manufactured by Caterpillar Inc. and turbines manufactured by Solar Turbines, a subsidiary of Caterpillar Inc. These engines and turbines are used in various applications including equipment manufactured by other manufacturers, marine (including both commercial and pleasure) craft, in the generation of electric power, and in the

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production of petroleum and natural gas. Equipment financed by Cat Financial is manufactured primarily by Caterpillar Inc., except for lift trucks, which are manufactured primarily by Mitsubishi Caterpillar Forklift America Inc., an affiliate of Caterpillar Inc.
     In 2000, Cat Financial created a Customer Business Center — “CBC” — located in its Nashville, Tennessee headquarters. The CBC serves U.S. customers and combines several areas of customer contact, including:
    credit approval;
 
    billing;
 
    account modification;
 
    cash receipts; and
 
    collections.
The CBC also provides back office functions, including:
    contract documentation;
 
    set-up;
 
    funding;
 
    adjustments; and
 
    terminations.
     Origination Process. Cat Financial provides Caterpillar dealers with printed retail forms of installment sale contracts which generally are used by those dealers to arrange transactions and originate receivables. In addition, in March of 2000, Cat Financial introduced Cat FinanceExpressSM — an internet-based business system that links the main components of a finance transaction: quoting, credit approval and documentation. Cat FinanceExpressSM allows a customer to get a quote, secure credit approval, and create the documents necessary to finalize a financing. In addition to receivables it originates directly, Cat Financial acquires individual receivables from Caterpillar dealers which generally meet the following criteria:
    are current in payment;
 
    have no payment on the receivable that has been past due more than 60 days since it was originated;
 
    have not been extended for more than one month in the last six months or for more than two months in the last twelve months; and
 
    have a remaining financed value of at least $10,000 and a remaining term to maturity of at least 12 months.
A credit application containing basic obligor information is required for each receivable financed by Cat Financial, which application may be submitted verbally to Cat Financial by a Caterpillar dealer or in writing completed by the dealer, obligor or applicable Cat Financial territory manager or through Cat FinanceExpressSM. The application is processed by the CBC, and additional information is obtained, as necessary, in order to evaluate the prospective obligor’s creditworthiness. The extent of the additional information required varies based on the amount of

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financing requested and the extent of information available. In most cases, Cat Financial obtains a credit bureau report on the obligor from an independent credit bureau and credit references provided by the obligor. The credit references provided by the obligor, which are typically banks, finance companies or suppliers that have furnished credit to that obligor, are checked. In general, whenever possible, audited or certified financial statements of the obligor are obtained when the aggregate amount of the obligor’s financed contracts exceed $350,000. Cat Financial also maintains payment histories on many past and present Cat Financial customers which, if available, are reviewed before any financing is approved.
     Evaluation of Creditworthiness. Creditworthiness of an obligor is evaluated based on criteria established by Cat Financial’s management. The same credit criteria are applied regardless of whether Cat Financial originates the receivable directly or acquires the receivable from a Caterpillar dealer after origination. In the event that the aggregate amount of receivables of any obligor financed by Cat Financial exceeds the approval limits of the CBC staff, a credit proposal is forwarded to Cat Financial headquarters credit operations for review and concurrence. Depending on the size of the transaction, approval may also be required by a Cat Financial vice president or the Cat Financial Credit Committee, composed of the Cat Financial president and vice presidents. In assessing the credit quality of a potential receivable, where the obligor’s equity position in the related financed equipment is not significant, Cat Financial’s credit decision relies more on its evaluation of the creditworthiness of the prospective obligor, than the collateral value of the financed equipment. Finance leases generally do not require trade-ins or down payments, and the prospective obligor thus may not have significant equity positions in the related financed equipment. Installment sale contracts also may be originated without trade-ins or with low or no down payments.
     Dealer Agreements. In the case of receivables not originated directly by Cat Financial, at the time Cat Financial approves an application for credit and fully executed copies of all required agreements and instruments are delivered by the Caterpillar dealer to Cat Financial, the related receivable is sold by the dealer to Cat Financial pursuant to a Dealer Agreement. With respect to any issuing entity, the depositor will assign to that issuing entity all of its rights under the Dealer Agreements for the related receivables, including its right to recourse against the Caterpillar dealers, if any, for losses due to defaults or prepayments or for unearned prepaid finance charges.
     The level of recourse to Caterpillar dealers varies and may be subject to certain conditions. Neither the depositor nor the servicer makes any representation as to the financial condition of any of the Caterpillar dealers. There can be no assurances as to the ability of any dealer to perform its obligations under any Dealer Agreement. See “Risk Factors-Bankruptcy of Cat Financial or a dealer could result in delays in payment or losses on the notes” in this prospectus.
     Installment Sale Contracts — Contract Terms. Cat Financial offers installment sale contracts with a variety of repayment schedules tailored to the obligor’s anticipated cash flows, including annual, semi-annual, quarterly and monthly payments. However, qualifying obligors may also select a “skip payments” schedule at the time the installment sale contract is originated. Under a skip payments schedule, certain payments — generally up to three predetermined consecutive months — are “skipped” to coincide with an obligor’s cash flow patterns. Cat Financial will take into account the related obligor’s equity position in its financed equipment at origination before approving a “skip payments” schedule.
     The maximum amount that Cat Financial will finance under an installment sale contract varies based on:
    the obligor’s credit history;
 
    the type of equipment financed;
 
    whether the equipment is new or used;
 
    the payment schedule; and
 
    the length of the contract, which generally ranges at origination from 12 to 72 months.

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     The amount financed is calculated as a percentage of the value of the related financed equipment, which percentage ranges generally from 75% to 90% for new equipment and from 65% to 80% for used equipment. These percentages, however, may vary, depending on the obligor’s credit history and the type of financed equipment. The value of new equipment is based on its original list price, and the value of used equipment is generally based on its “as is” value as derived from appropriate market references.
     Obligors are required to obtain and maintain physical damage insurance covering the financed equipment under installment sale contracts naming Cat Financial as loss payee. The CBC is responsible for verifying insurance coverage on the equipment at the time the receivable is originated or acquired. Also, at the time the receivable is originated, Cat Financial may make available to the obligor physical damage insurance and term life insurance that may be financed under the contract.
     Each installment sale contract provides for allocation of payments according to the actuarial method and commence accruing interest on their origination date. As such, an installment sale contract provides for amortization of the amount financed over a series of fixed level payment installments. Each installment, other than the installment representing the final scheduled payment on that installment sale contract, consists of an amount of interest equal to one-twelfth of the annual percentage rate stated on an installment sale contract (or a larger fraction based on the number of months since the last payment if a “skip payments” schedule is in place) multiplied by the unpaid principal balance of that installment sale contract, and an amount of principal equal to the remainder of the installment. The obligor pays a fixed monthly installment until the final scheduled payment date of that installment sale contract, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding principal balance thereof plus accrued interest thereon.
     If an installment sale contract is prepaid in part, unless Cat Financial and the related obligor agree to an amendment of the payment schedule, prepayments are held for application to the next succeeding scheduled payment or payments, and the unpaid principal balance — and the interest accrued on the receivable — is not adjusted downward until the actual date of the scheduled payment. If an installment sale contract is prepaid in full, the obligor receives a rebate of any unearned portion of interest thereon computed on an actuarial basis.
     Finance Leases — Contract Terms. Cat Financial offers finance leases with a variety of payment schedules designed to meet an obligor’s needs. The initial term of a finance lease generally ranges from one to six years. Generally, each finance lease provides for the monthly payment of rent in advance. These periodic payments are referred to in this prospectus and the accompanying prospectus supplement as “Lease Scheduled Payments.” Lease Scheduled Payments represent the amortization, generally on a level basis, of the total amount that a lessee is required to pay throughout the term of a finance lease. Lease Scheduled Payments are separated by Cat Financial for its internal records into interest and principal components based on the Implicit Interest Rate for the finance leases. The “Implicit Interest Rate” for each finance lease is determined by Cat Financial.
     Finance leases are recorded by Cat Financial under generally accepted accounting principles as direct financing leases. As direct financing leases, the finance leases to be included as receivables in the issuing entities are “net leases” and the related obligor assumes responsibility for the financed items, including delivery, installation, operation, maintenance and return of the related financed equipment. Except for the accommodation billing program described below, no finance lease imposes any affirmative obligation on Cat Financial, and the finance leases are non-cancelable by the lessees. The related obligor further agrees to indemnify Cat Financial for any liabilities arising out of the finance lease. Cat Financial is also authorized to perform the related obligor’s obligations under each finance lease, at the related obligor’s expense, if Cat Financial so elects in cases where the related obligor has failed to perform. In addition, finance leases contain clauses unconditionally obligating the related obligor to make periodic payments, without any right of setoff, at the times and on the dates specified in the finance lease. Other than a warranty of quiet enjoyment, Cat Financial makes no express or implied warranties with respect to the financed equipment.
     Obligors under any finance lease are required to obtain and maintain physical damage insurance and comprehensive public liability insurance covering the financed equipment in the name of Cat Financial for not less than $1,000,000 combined coverage. This insurance must be in a form and with companies as Cat Financial shall approve and shall be primary, without right of contribution from any other insurance carried by Cat Financial. The CBC is responsible for verifying insurance coverage on the equipment at the time the receivable is originated or

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acquired. Also, at the time the receivable is originated, physical damage insurance and term life insurance that can be financed under the receivable may be made available to the related obligor.
     Under an accommodation billing system, obligors may aggregate with their Lease Scheduled Payment the periodic payment for a maintenance contract, which maintenance would be performed by a Caterpillar dealer or other service provider and not by Cat Financial. Upon receipt of funds by Cat Financial, Cat Financial would generally forward the appropriate amount to the service provider. However, Cat Financial will not forward this amount until it has received the Lease Scheduled Payment in full. As described above, failure to perform by a Caterpillar dealer or the service provider is not a defense to payment by the obligor under the related finance lease.
     If Cat Financial receives a payment or payments in advance for a finance lease, those advance payments are held for application to the next succeeding payment or payments, and no adjustment in the Lease Scheduled Payments outstanding takes place until the due date for that payment. Although finance leases are not voluntarily prepayable by their terms, Cat Financial will generally agree to terminate a finance lease upon payment by the related obligor of the aggregate Lease Scheduled Payments outstanding under that finance lease.
     The finance leases included as receivables of any issuing entity will be leases that constitute security interests. With respect to such leases, the Caterpillar dealer or Cat Financial, as applicable, in effect finances the “purchase” of the financed equipment by the related obligor and retains a security interest in the financed equipment. The related obligor retains the financed equipment for substantially all its economic life and Cat Financial retains no significant residual interest. Each finance lease has a fixed residual value of $1.00, since at the expiration of the finance lease term, the lease expressly provides the related obligor with the option to purchase the related financed equipment for a bargain purchase option price of $1.00. Accordingly, the residual value component of the related asset pool is minimal. These leases are considered conditional sales-type leases for federal tax purposes, and, accordingly, Cat Financial does not take any federal tax benefits.
     Obligors under any finance lease may alter or modify the financed equipment relating to Cat Financial’s finance lease only if that alteration or modification does not impair its originally intended function or use or reduce its value. In addition, the related obligor shall not make any “non-reversible” addition — as defined for federal income tax purposes — to an item of financed equipment without the prior written consent of Cat Financial. Upon the prior written consent of Cat Financial, the related obligor may sublease or relocate the financed equipment. The right to receive that notice and to grant or deny that consent will be exercised by the servicer pursuant to the authority delegated to it in the related sale and servicing agreement. Finance leases generally do not permit the related obligor to assign its rights in the finance lease without the prior written consent of Cat Financial.
     Cross-Collateralization. In the course of its business of financing equipment, receivables are occasionally “cross-collateralized.” In that case, Cat Financial takes first, second or more junior liens on units in addition to the principal financed equipment. See “Certain Legal Aspects of the Receivables—Cross-Collateralization” in the related prospectus supplement. Cat Financial takes the value of these liens into account when calculating the amount it will finance under a receivable.
     Extension/Revision Procedures. Receivables may be extended or modified when payment delinquencies result from temporary interruptions in an obligor’s cash flow. An extension provides for one or more payments to be moved to a future date either within the original maturity or lease term of the receivable or beyond the original maturity or lease term. A modification is a restructuring of the entire receivable normally with lower payments and a longer term. A modification of an installment sale contract can also involve institution of a “skip payments” schedule if Cat Financial determines that “skip payments” are appropriate given the obligor’s yearly cash flow pattern. Cat Financial charges the obligor a nominal extension fee, which is payable at the time a receivable is extended. The length of an extension or modification generally does not exceed six months. In determining whether a receivable should be extended or modified, Cat Financial will consider:
    the obligor’s equity in the financed equipment;
 
    the obligor’s financial status and prospects; and

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    the reason for the obligor’s deferral.
Cat Financial, as servicer, to the extent specified in the related prospectus supplement, is not permitted to make certain revisions to a receivable assigned to an issuing entity, and if Cat Financial, as servicer, extends, modifies or revises a receivable it may be required to repurchase the related receivable from the related issuing entity. In addition, Cat Financial in the ordinary course of business may refinance a receivable for an obligor. The proceeds of that refinancing would be used to prepay that existing receivable in full. Any new receivable resulting from a refinancing would not be the property of an issuing entity. See “Description of the Transfer and Servicing Agreements—Servicing Procedures” in this prospectus.
     While the terms and conditions of the finance leases do not permit cancellation by the related obligor, finance leases may be modified or terminated before the end of the lease term. Modifications generally involve repricing a finance lease or modification of the lease term. Modifications to a finance lease term and early lease terminations often are permitted by Cat Financial because they are generally associated with additional financing opportunities from the same obligor. Cat Financial expects, as servicer, to continue to allow these modifications and terminations with respect to the finance leases included in the related issuing entity pursuant to the authority delegated to it in the related sale and servicing agreement, subject to certain conditions and covenants of the servicer described under “Description of the Transfer and Servicing Agreements—Servicing Procedures” in this prospectus.
     Collection Procedures. Payments received more than 10 days after their due date may be assessed a late fee where permitted by law. A monthly payment is deemed to be “31 to 60” days past due if it is not collected by the last day of the succeeding month. For example, a payment due any time in February is not considered “31 to 60” days past due unless it remains uncollected as of March 31. 60, 90 and 120 day accounts are similarly defined. Any receivable that is unpaid after the stated due date is considered “delinquent,” and collection activity may commence at that time.
     Repossession/Writeoff Procedures. The CBC makes the determination as to whether to repossess the financed equipment related to a delinquent receivable. After this determination is made, the obligor and any guarantor are sent “default letters.”
     Within 20 days of repossession, the remarketing department at Cat Financial reviews an appraisal and inspection report of the related financed equipment and commences the process of selling the equipment. Financed equipment put up for sale is advertised or sold through a variety of means, including through the Caterpillar dealer network and through auction. Once the equipment is sold, a write-off or loss is taken, if necessary. Additionally, if a receivable is delinquent for a period of 180 days past its due date, as specified in the related retail installment sale contract or finance lease, Cat Financial will write-down such receivable to the estimated value of the receivable, as determined by Cat Financial in accordance with its servicing standards, and if necessary, a write-off or loss will be taken.
     Delinquencies, Repossessions and Net Losses. Certain information concerning the experience of Cat Financial pertaining to delinquencies, repossessions and net losses with respect to its entire United States portfolio of installment sale contracts and/or its entire United States portfolio of finance leases, as applicable, serviced by Cat Financial, including receivables previously sold which Cat Financial continues to service (respectively, the “U.S. ISC Portfolio” and the “U.S. Finance Lease Portfolio,” and collectively, the “U.S. Portfolio”) will be set forth in the related prospectus supplement. There can be no assurance that the delinquency, repossession and net loss experience on any receivables will be comparable to prior experience or to that information.
     Static Pool Data. Certain information concerning the experience of Cat Financial pertaining to delinquencies, repossessions and net losses with respect to receivables from the U.S. Portfolio that have been placed in prior securitized pools the (“Static Pool Data”) and are serviced by Cat Financial will be set forth in the related prospectus supplement. There can be no assurance that the delinquency, repossession and net loss experience on any receivables will be comparable to the Static Pool Data.

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WEIGHTED AVERAGE LIFE OF THE NOTES
     The weighted average life of the notes of any series will generally be influenced by the rate at which the principal balances of the related receivables are paid, which payment may be in the form of scheduled amortization or prepayments. For this purpose, the term “prepayments” includes:
    prepayments in full;
 
    partial prepayments (including those related to rebates of insurance premiums);
 
    liquidations due to default;
 
    receipts of proceeds from physical damage and term life insurance policies; and
 
    the repurchase of receivables by Cat Financial, the depositor or the servicer pursuant to the servicer’s option to purchase the receivables, for other administrative reasons set forth in this prospectus or the related prospectus supplement, or for breach of a representation or warranty.
     Installment sale contracts are prepayable at any time without penalty by their terms. Although the finance leases are generally not prepayable by their terms, obligors generally are permitted to prepay a finance lease upon payment of the aggregate remaining Lease Scheduled Payments due, which amount would include an implicit interest amount. Each prepayment will shorten the weighted average remaining term of the receivables of any issuing entity and the weighted average life of the related notes. If the related prospectus supplement provides for the distribution to noteholders of amounts on account of principal in excess of the Principal Distribution Amount on any distribution date, this effect would be greater upon the prepayment of a finance lease, since the amount prepaid would be greater than the related contract balance. The related prospectus supplement will set forth the allocation of prepayments among the various classes of notes of the related series. See “Description of the Transfer and Servicing Agreements—Distributions” in the related prospectus supplement.
     The rate of prepayments on the receivables may be influenced by a variety of economic, financial, climatic and other factors. However, Cat Financial does not maintain historical prepayment data with respect to its entire portfolio of retail installment sale contracts and finance leases. In addition, under some circumstances:
    Cat Financial or the depositor will be obligated to repurchase receivables from an issuing entity as a result of breaches of representations and warranties regarding the receivables and
 
    the servicer will be obligated to purchase receivables from an issuing entity pursuant to the related sale and servicing agreement as a result of breaches of certain covenants.
See “Description of the Transfer and Servicing Agreements—Termination” in this prospectus regarding the servicer’s option to purchase the receivables from an issuing entity.
     Consistent with its normal servicing procedures, the servicer may, in its discretion and on a case-by-case basis, arrange with the obligor respecting a receivable to extend or modify the related payment schedule to the extent specified in the related prospectus supplement. Although each sale and servicing agreement will restrict the ability of the servicer to otherwise modify a receivable as described in this prospectus and in the related prospectus supplement, the servicer will be permitted to refinance an existing receivable for an obligor, so long as the proceeds of the refinanced receivable would be used to prepay the existing receivable in full and the refinanced receivable is evidenced by a new finance lease or installment sale contract. A new receivable resulting from a refinancing would not be property of the related issuing entity. Those extensions or modifications may increase the weighted average remaining term of the receivables and the weighted average life of the related notes. See “The Receivables Pools—The Retail Equipment Financing Business—Extension/Revision Procedures” and “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “—Servicing Procedures” in this prospectus.

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     In light of the above considerations, there can be no assurance as to the amount of principal payments to be made on the notes of a given series on each distribution date, since that amount will depend, in part, on the amount of principal collected on the related receivables during the applicable collection period. Any reinvestment risks resulting from a faster or slower incidence of prepayment of receivables will be borne entirely by the noteholders of a given series, as set forth in the related prospectus supplement. Those reinvestment risks may include the risk that interest rates are lower at the time holders receive payments from the related issuing entity than interest rates would otherwise have been had those prepayments not been made or had the prepayments been made at a different time.
     The related prospectus supplement may set forth certain additional information with respect to the maturity and prepayment considerations applicable to the particular receivables and any class of notes of the related series.
USE OF PROCEEDS
     To the extent provided in the related prospectus supplement, the net proceeds from the sale of the notes of a given series will be applied by the depositor:
    to the purchase of the receivables from Cat Financial; and
 
    to make the initial deposit into the reserve account or yield supplement account, in each case, if any.
THE DEPOSITOR, CATERPILLAR INC., THE SPONSOR AND SERVICER
Caterpillar Financial Funding Corporation
     The depositor is a wholly-owned subsidiary of Cat Financial. The depositor was incorporated in the State of Nevada on July 20, 1995. The depositor is organized for the limited purpose of purchasing wholesale and retail receivables from Cat Financial, transferring those receivables to third parties and any activities incidental to and necessary or convenient for the accomplishment of the foregoing purposes. The principal executive offices of the depositor are located at 4040 S. Eastern Avenue, Suite 344, Las Vegas, Nevada 89119 and its telephone number is (702) 735-2514. The depositor does not engage in any other activities. Following the issuance of any series of notes, the depositor will not have any ongoing material obligations other than its representations and warranties and the obligation to enforce its rights as a purchaser of the receivables from Cat Financial and to pay the fees of and enforce the obligations of the owner trustee.
Caterpillar Inc.
     Caterpillar Inc., together with its consolidated subsidiary companies, operates in three principal lines of business:
  1.   Equipment — design, manufacture, and marketing of earthmoving, construction, and materials handling equipment and related parts;
 
  2.   Engines — design, manufacture, and marketing of engines and related parts; and
 
  3.   Financial Products — provide financing to customers and dealers for the purchase and lease of Caterpillar and other equipment, as well as some financing for Caterpillar sales to dealers; provide various forms of insurance to customers and dealers.
     Caterpillar Inc. is a Delaware corporation and its common stock is listed on the New York Stock Exchange under the symbol “CAT”. The principal executive office of Caterpillar Inc. is located at 100 NE Adams Street, Peoria, Illinois 61629. As used in this prospectus and the related prospectus supplement, the term “Caterpillar Inc.” means Caterpillar Inc. and its consolidated subsidiary companies, unless the context otherwise requires.

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     Caterpillar Inc. is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports and other information with the Securities and Exchange Commission. For further information regarding Caterpillar Inc., reference is made to those reports and other information which are available as described under “Available Information” in this prospectus. Certain current information regarding Caterpillar Inc. will be set forth in the related prospectus supplement. Caterpillar Inc. (other than Cat Financial, the depositor, and the issuing entity) will not have any obligations with respect to the notes or any transfer and servicing agreement.
Caterpillar Financial Services Corporation
     Cat Financial is a Delaware corporation which was incorporated in 1981 and is the successor to a company formed in 1954. Unless the context otherwise requires, the term “Cat Financial” includes its predecessor and subsidiary companies, other than the depositor and the issuing entity. The principal executive office of Cat Financial is located at 2120 West End Avenue, Nashville, Tennessee 37203-0001, and its telephone number is (615) 341-1000. Cat Financial has 44 offices, of which seven are located in North America, 21 are in Europe, ten are in Asia-Pacific, five are in Latin America and one is in the Middle East.
     Cat Financial is a wholly-owned finance subsidiary of Caterpillar Inc. Cat Financial and its subsidiaries are principally engaged in providing retail financing alternatives for Caterpillar products to customers and Caterpillar dealers around the world. Such retail financing is primarily comprised of financing Caterpillar equipment, machinery and engines. In addition, Cat Financial also provides financing for vehicles, power generation facilities and marine vessels that, in most cases, incorporate Caterpillar products. Cat Financial also provides wholesale financing to Caterpillar dealers and purchases short-term dealer receivables from Caterpillar Inc. Cat Financial began providing lease financing and servicing related receivables in 1981.
     Cat Financial’s business is largely dependent upon the ability of Caterpillar dealers to generate sales and leasing activity, the willingness of the customers and the dealers to enter into financing transactions with Cat Financial, and the availability of funds to Cat Financial to finance those transactions.
     Cat Financial currently offers the following types of retail financing plans:
    Tax leases that are classified as either operating or finance leases for financial accounting purposes, depending on the characteristics of the lease. For tax purposes, Cat Financial is considered the owner of the equipment.
 
    Finance (non-tax) leases where the lessee is considered the owner of the equipment during the term of the lease and that either require or allow the customer to purchase the equipment for a fixed price at the end of the term.
 
    Installment sale contracts, which are equipment loans that enable customers to purchase equipment with a down payment or trade-in and structure payments over time.
 
    Governmental lease-purchase plans in the U.S. that offer low interest rates and flexible terms to qualified non-federal government agencies.
     Cat Financial has completed 14 publicly-registered asset-backed offerings, all of which were backed by retail installment sale contracts and finance leases, commencing in 1994. The aggregate initial Note Value of the contracts and finance leases sold in these transactions is as follows:
                 
Year and Series       Aggregate Initial Note Value (000s)
  1994-A    
 
  $ 242,518  
  1995-A    
 
  $ 459,119  
  1996-A    
 
  $ 371,897  
  1997-A    
 
  $ 346,637  
  1997-B    
 
  $ 314,430  

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Year and Series       Aggregate Initial Note Value (000s)
  1998-A    
 
  $ 605,679  
  1999-A    
 
  $ 591,421  
  2001-A    
 
  $ 621,085  
  2002-A    
 
  $ 632,028  
  2003-A    
 
  $ 681,043  
  2004-A    
 
  $ 658,742  
  2005-A    
 
  $ 853,817  
  2006-A    
 
  $ 965,956  
  2007-A    
 
  $ 659,848  
     Cat Financial was the sole servicer and sponsor of each of these transactions. No securitizations serviced or sponsored by Cat Financial have defaulted or experienced an early amortization triggering event.
     Additionally, Cat Financial maintains an asset-backed commercial paper conduit. In this facility, Cat Financial transfers to the program agents an undivided fractional interest in North American dealer receivables purchased from Caterpillar. In accordance with Statement of Financial Accounting Standard 140 (SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,” the transfer to the third party purchasers is accounted for as a sale.
     The following tables set forth the growth of the portfolio of retail installment sale contracts and finance leases serviced by Cat Financial since 1998:
                                         
    1998   1999   2000   2001   2002
    ($ in millions)   ($ in millions)   ($ in millions)   ($ in millions)   ($ in millions)
Installment Sale Contracts (1)
  $ 2,075.5     $ 2,445.4     $ 2,558.9     $ 2,778.2     $ 2,841.3  
Finance Leases (2)
  $ 1,151.1     $ 1,185.8     $ 1,057.9     $ 957.9     $ 773.2  
                                         
    2003   2004   2005   2006   2007
    ($ in millions)   ($ in millions)   ($ in millions)   ($ in millions)   ($ in millions)
Installment Sale Contracts (1)
  $ 3,159.7     $ 4,155.4     $ 4,955.9     $ 5,465.8     $ 5,380.0  
Finance Leases (2)
  $ 645.1     $ 608.5     $ 711.8     $ 824.7     $ 1,184.9  
 
(1)   The amount of the gross portfolio is based on the aggregate contract balance of the U.S. ISC Portfolio.
 
(2)   The amount of the gross portfolio is based on the aggregate contract balance of the U.S. lease portfolio less the residual amount.
     Cat Financial’s delinquency, repossession and loss experience as of the end of the most recent calendar quarter for which that information is available on the aggregate portfolio of receivables for which Cat Financial acts as servicer and that were originated pursuant to Cat Financial’s underwriting guidelines will be summarized in each related prospectus supplement relating to a pool of receivables for which Cat Financial will act as servicer. There can be no assurance that this experience will be representative of the results that may be experienced for any particular pool of receivables backing any particular series of notes.
     Certain current information regarding Cat Financial will be set forth in the related prospectus supplement.

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Affiliations Among Transaction Parties
     The diagram below illustrates the ownership structure among the affiliated transaction parties.
(FLOW CHART)
DESCRIPTION OF THE NOTES
General
     With respect to each issuing entity, one or more classes of notes of a given series will be issued pursuant to the terms of an indenture (the “indenture”) between the related issuing entity and the indenture trustee specified in the related prospectus supplement (the “indenture trustee”). The indenture will be substantially in the form filed as an exhibit to the Registration Statement of which this prospectus forms a part. The following summary, as well as other pertinent information included elsewhere in this prospectus and in the related prospectus supplement, describes the material terms generally applicable to the notes, but does not purport to be complete and is subject to, and is qualified by reference to, the provisions of the notes and the indenture.
     If so specified in the related prospectus supplement, each class of notes will initially be represented by one or more notes registered in the name of the nominee of DTC (together with any successor selected by the related issuing entity, the “depository”) except as set forth below. The notes will be available for purchase in denominations specified in the related prospectus supplement and, if so specified in the related prospectus supplement, will be available in book-entry form only. See “Issuance of the Notes—Definitive Notes” and
     “—Book-Entry Registration” in this prospectus.
Principal and Interest on the Notes
     The timing and priority of payments, seniority, allocations of losses, interest rate and amount of or method of determining payments of principal and interest on each class of notes of a given series will be as described in the related prospectus supplement. The rights of noteholders to receive payments of principal and interest may be senior or subordinate to the rights of noteholders of another class or series, as described in the related prospectus supplement. If so provided in the related prospectus supplement, payments of interest on the notes of a series will be made prior to payments of principal on those notes. To the extent provided in the related prospectus supplement, a series may include one or more classes of strip notes entitled to:
    principal payments with disproportionate, nominal or no interest payments; or
 
    interest payments with disproportionate, nominal or no principal payments.

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Each class of notes may have a different interest rate, which may be a fixed, variable or adjustable interest rate — which may be zero for certain classes of strip notes — or any combination of the foregoing. The related prospectus supplement will specify the interest rate for each class of notes of a given series or the method for determining that interest rate. See also “Certain Information Regarding the Notes—Fixed Rate Notes” and “—Floating Rate Notes” in this prospectus.
     One or more classes of notes of a series may be prepayable in whole or in part under the circumstances specified in the related prospectus supplement, including as a result of the servicer exercising its option to purchase the receivables of the related issuing entity in the manner and on the respective terms and conditions described under “Description of the Transfer and Servicing Agreements—Termination” in this prospectus.
     To the extent specified in any prospectus supplement, one or more classes of notes of a given series may have fixed principal payment schedules. Holders of those notes would be entitled to receive as payments of principal on any given distribution date the applicable amounts set forth on the schedule for those notes, in the manner and to the extent set forth in the related prospectus supplement.
     Under some circumstances, the amount available for payments to noteholders in respect of interest could be less than the amount of interest payable on the notes on any of the dates specified for payments thereon in the related prospectus supplement (each, a “distribution date”). In that case, if so provided in the related prospectus supplement, each class of noteholders will receive its ratable share, based upon the aggregate amount of interest due to that class of noteholders, of the aggregate amount available to be distributed in respect of interest on the notes of that series. See “Description of the Transfer and Servicing Agreements—Distributions” in the related prospectus supplement.
     In the case of a series of notes which includes two or more classes of notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination thereof, for those classes will be set forth in the related prospectus supplement. Payments in respect of principal and interest of any class of notes will be made on a pro rata basis among all the noteholders of that class.
     If the servicer exercises its option to purchase the receivables of an issuing entity in the manner and on the respective terms and conditions described under “Description of the Transfer and Servicing Agreements—Termination” in this prospectus, the related outstanding notes will be prepaid as set forth in the related prospectus supplement. In the event of a partial prepayment, the noteholders of the related series may be entitled to receive a prepayment premium from the related issuing entity, in the amount and to the extent provided in the related prospectus supplement. See “Weighted Average Life of the Notes” in this prospectus.
The Indenture
     Modification of Indenture. With respect to each issuing entity, with the consent of the holders of a majority of the outstanding principal amount of the notes of the related series, the related indenture trustee and the related issuing entity may execute a supplemental indenture to add provisions to, or change in any manner or eliminate any provisions of, the indenture with respect to the notes, or, except as provided below, to modify in any manner the rights of the noteholders.
     Notwithstanding the foregoing, without the consent of the holder of each outstanding note of the related series affected thereby, no supplemental indenture shall:
    change the due date of any installment of principal of or interest on any note of that series or reduce the principal amount of that note, the interest rate specified on that note or the prepayment price with respect to that note or change any place of payment where, or the coin or currency in which, any note or any interest thereon is payable;
 
    impair the right to institute suit for the enforcement of certain provisions of the related indenture regarding payment;

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    reduce the percentage of the aggregate amount of the outstanding notes of that series the consent of the holders of which is required for any supplemental indenture or the consent of the holders of which is required for any waiver of compliance with certain provisions of the related indenture or of certain defaults thereunder and their consequences as provided for in that indenture;
 
    modify or alter the provisions of the related indenture regarding the voting of notes held by the related issuing entity, the depositor, an affiliate of either of them or any other obligor on those notes;
 
    reduce the percentage of the aggregate outstanding amount of the notes of that series the consent of the holders of which is required to direct the related indenture trustee to sell or liquidate the related receivables if the proceeds of that sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding notes of that series;
 
    decrease the percentage of the aggregate principal amount of those notes required to amend the sections of the related indenture which specify the applicable percentage of the aggregate principal amount of the notes of that series necessary to amend the related indenture or certain of the transfer and servicing agreements;
 
    modify any of the provisions of the indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any note on any distribution date (including the calculation of any of the individual components of such calculation) or to affect the rights of the holders of those notes to the benefit of any provisions for the mandatory redemption of the notes contained therein; or
 
    permit the creation of any lien ranking prior to or on a parity with the lien of the related indenture with respect to any of the collateral for those notes or, except as otherwise permitted or contemplated in the indenture, terminate the lien of the related indenture on that collateral or deprive the holders of those notes of the security afforded by the lien of that indenture.
     The related issuing entity and the related indenture trustee may also enter into supplemental indentures, without obtaining the consent of noteholders of the related series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the related indenture or of modifying in any manner the rights of those noteholders, including curing any ambiguity or correcting or supplementing any inconsistent provision therein. It will be a condition to execution of delivery of any such supplemental indenture that the indenture trustee receive an opinion of counsel that the supplemental indenture will not materially and adversely affect the interest of those noteholders.
     In addition, the related issuing entity and the related indenture trustee may enter into supplemental indentures, without obtaining the consent of the noteholders of the related series, to substitute credit enhancement for any class of notes, provided the rating agencies confirm in writing that such substitution will not result in the reduction or withdrawal of the rating for that class of notes or any other class of notes of the related series.
     Events of Default; Rights upon Event of Default. With respect to the notes of a given class and series, an “event of default” with respect to those notes will be defined in the related indenture as being:
    a default for five days or more in the payment of any interest on those notes;
 
    a default in the payment of the principal of or any installment of the principal of those notes when the same becomes due and payable;
 
    a default in the observance or performance of any covenant or agreement of the related issuing entity made in the related indenture and the continuation of that default for a period of 30 days after notice thereof is given to that issuing entity by the related indenture trustee or to that issuing

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      entity and that indenture trustee by the holders of at least 25% in principal amount of the notes then outstanding;
 
    any representation or warranty made by that issuing entity in the related indenture or in any certificate delivered pursuant to the indenture or in connection therewith having been incorrect in a material respect as of the time made, and that breach not having been cured within 30 days after notice of that breach is given to that issuing entity by that indenture trustee or to that issuing entity and that indenture trustee by the holders of at least 25% in principal amount of the notes then outstanding; or
 
    certain events of bankruptcy, insolvency, receivership or liquidation of the related issuing entity.
     However, the amount of principal required to be distributed to the noteholders of a series under the related indenture will be generally limited to amounts available therefor in the related principal distribution account absent acceleration of the notes, and will be distributed to the noteholders of each class in the manner set forth in the related prospectus supplement. Therefore, the failure to pay principal on notes may not result in the occurrence of an event of default until the applicable final scheduled distribution date.
     If an event of default should occur and be continuing with respect to the notes of any series or any class thereof, the related indenture trustee or holders of a majority in principal amount of the notes of that series then outstanding may declare the principal of the notes to be immediately due and payable. That declaration may, under some circumstances, be rescinded by the holders of a majority in principal amount of the notes then outstanding.
     Subject to the conditions specified below, if the notes of any series have been declared to be due and payable following an event of default with respect thereto, the related indenture trustee may, in its discretion, to the extent permitted by applicable law, either sell the related receivables or elect to have the related issuing entity maintain possession of those receivables and continue to apply distributions on those receivables as if there had been no declaration of acceleration. The related indenture trustee is prohibited from selling the related receivables following an event of default, other than a default in the payment of any principal or a default for five days or more in the payment of any interest on the notes, unless:
    all the holders of the outstanding notes of that series and, if applicable to such series, the swap counterparty consent to the sale;
 
    the proceeds of that sale are sufficient to pay in full the principal of and the accrued interest on the outstanding notes of that series and, if applicable to such series, all amounts due to the swap counterparty at the date of that sale; or
 
    the indenture trustee determines that the proceeds of the related receivables may not be sufficient on an ongoing basis to make all payments on the notes as those payments would have become due if those obligations had not been declared due and payable, and that indenture trustee obtains the consent of the holders of 66 2/3% of the aggregate outstanding amount of the notes.
     Subject to the provisions of the related indenture relating to the duties of the related indenture trustee, in case an event of default shall occur and be continuing with respect to a series of notes, that indenture trustee shall be under no obligation to exercise any of the rights or powers under that indenture if requested or directed by any of the holders of those notes if that indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with that request. Subject to these provisions for indemnification and certain limitations contained in the related indenture, the holders of a majority, or 66 2/3% if an event of default has occurred and is continuing, in principal amount of the outstanding notes of a series will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the related indenture trustee. In addition, the holders of a majority in principal amount of the notes then outstanding may, in some cases, waive any default under the indenture, except a default in the payment of principal or interest or a default in respect of a covenant or provision of that indenture that cannot be modified without the waiver or consent of all of the holders of the outstanding notes.

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     No noteholder of any series will have the right to institute any proceeding with respect to the related indenture, unless:
    that noteholder previously has given to the related indenture trustee written notice of a continuing event of default;
 
    the holders of not less than 25% in principal amount of the outstanding notes of that series have made written request to the related indenture trustee to institute that proceeding in its own name as indenture trustee;
 
    such noteholder or noteholders have offered the related indenture trustee reasonable indemnity;
 
    the related indenture trustee has for 60 days failed to institute that proceeding; and
 
    no direction inconsistent with that written request has been given to the related indenture trustee during that 60-day period by the holders of a majority in principal amount of the outstanding notes of the applicable series.
     Notwithstanding anything in this prospectus to the contrary, if junior notes of a series are issued, the rights of the junior noteholders of any class of that series to consent to or direct any action may be limited as set forth in the related indenture and as described in the related prospectus supplement.
     In addition, with respect to any issuing entity, the related indenture trustee and the related noteholders will covenant that they will not at any time institute against that issuing entity any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.
     With respect to any issuing entity, neither the related indenture trustee nor the related owner trustee in its individual capacity, nor any holder of a certificate representing an ownership interest in that issuing entity, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, successors or assigns shall, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the notes or for the agreements of that issuing entity contained in the related indenture.
     Certain Covenants by the Issuing Entities. Each indenture will provide that the related issuing entity may not consolidate with or merge into any other entity, unless:
    the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state thereof or the District of Columbia;
 
    the entity surviving the consolidation or merger expressly assumes that issuing entity’s obligation to make due and punctual payments upon the notes of the related series and the performance or observance of every agreement and covenant of that issuing entity under the related indenture;
 
    no event of default shall have occurred and be continuing immediately after that merger or consolidation;
 
    the issuing entity has been advised that the ratings of the notes of that series would not be reduced or withdrawn by the applicable rating agencies as a result of that merger or consolidation;
 
    the issuing entity has received an opinion of counsel to the effect that such consolidation or merger would have no material adverse tax consequence to the issuing entity or to any related noteholder or certificateholder;
 
    any action as is necessary to maintain the lien of the related indenture shall have been taken; and

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    the issuing entity has received an opinion of counsel and officer’s certificate each stating that such consolidation or merger satisfies all requirements under the related indenture.
     Each issuing entity will not, among other things:
    except as expressly permitted by the related indenture, the related transfer and servicing agreements or certain related documents (collectively, the “related documents”), sell, transfer, exchange or otherwise dispose of any of its assets;
 
    claim any credit on or make any deduction from the principal and interest payable in respect of the notes of the related series or assert any claim against any present or former holder of notes because of the payment of taxes levied or assessed upon that issuing entity, other than amounts withheld under the Code or applicable state law;
 
    except as contemplated by the related documents, dissolve or liquidate in whole or in part;
 
    permit the validity or effectiveness of the related indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the notes under that indenture except as may be expressly permitted thereby; or
 
    permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden its assets or any part thereof, except as may be created by the terms of the related indenture.
     No issuing entity may engage in any activity other than as specified under the section of the related prospectus supplement entitled “Formation of the Issuing Entity—The Issuing Entity.” No issuing entity will incur, assume or guarantee any indebtedness other than indebtedness incurred pursuant to the related notes and the related indenture or otherwise in accordance with the related documents.
     If so specified in the related prospectus supplement, the related issuing entity will not make any payments, distributions or dividends to certificateholders in respect of their certificates for any collection period unless the conditions set forth in that prospectus supplement have been satisfied.
     Each issuing entity will or will cause the servicer to deliver to the related indenture trustee on each determination date the servicer’s certificate as required by the related sale and servicing agreement.
     List of Noteholders. Three or more holders of the notes of any series that have each owned a note for at least six months may, by written request to the related indenture trustee, obtain access to the list of all noteholders of that series maintained by that indenture trustee for the purpose of communicating with other noteholders of that series with respect to their rights under that indenture or those notes. That indenture trustee may elect not to afford the requesting noteholders access to the list of those noteholders if it agrees to mail the desired communication or proxy, on behalf and at the expense of the requesting noteholders, to all noteholders of record.
     Annual Compliance Statement. The administrator on behalf of each issuing entity will be required to file annually with the related indenture trustee a written statement as to the fulfillment of its obligations under the related indenture.
     Indenture Trustee’s Annual Report. If required by law, the indenture trustee for each issuing entity will mail each year to all related noteholders a brief report relating to its eligibility and qualification to continue as the indenture trustee under the related indenture, any amounts advanced by it under that indenture, the amount, interest rate and maturity date of certain indebtedness owing by that issuing entity to that indenture trustee in its individual capacity, the property and funds physically held by that indenture trustee as such and any action taken by it that materially affects the notes issued by that issuing entity that has not been previously reported.

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     Satisfaction and Discharge of Indenture. An indenture will be discharged with respect to the trust property securing the related notes upon the delivery to the related indenture trustee for cancellation of all those notes or, with certain limitations, upon deposit with that indenture trustee of funds sufficient for the payment in full of all of those notes.
     The Indenture Trustee. The indenture trustee for a series of notes will be specified in the related prospectus supplement. The indenture trustee for any series may resign at any time, in which event the related issuing entity will be obligated to appoint a successor indenture trustee for that series. The holders of a majority of the outstanding principal amount of the notes m